The Social Pool Network
SECTION ONE: AUTHORITY OF DISTRIBUTOR
1. Appointment and Authority. Pursuant to the terms of this Agreement, Distributor is hereby appointed and authorized to market and solicit (and manage the solicitation of) all leagues, and products offered by The Social Pool Network (herein referred to as “TSPN”) according to all applicable laws, provided Distributor is authorized and appropriately licensed. Agreement does not confer any exclusive rights in any territory or region. Distributor may act personally or through the Distributor’s employees, sub‐agents or personnel. Distributor hereby represents, covenants and warrants to TSPN that any Distributor is (and will be throughout the term of this Agreement) in full compliance with any and all applicable licensing and regulatory requirements. Upon reasonable request from TSPN, Distributor shall provide TSPN evidence of its compliance with such licensing and regulatory requirements. For any business placed with TSPN through Distributor, TSPN recognizes only the Distributor as the agent of record and will hold Distributor fully responsible for all duties and obligations under this Agreement as well as compliance with applicable insurance laws and regulations for such business of Distributor and Producers.
2. Independent Contractor. Distributor is an independent contractor. Nothing contained herein shall be construed to create an employer‐employee relationship, partner or joint venture relationship or any other relationship other than the contractual relationship. As such, the Distributor has full and sole control and authority over his/her daily activities and the right to exercise his or her own judgment as to time, place or manner of soliciting potential affiliates, within the requirements set by TSPN. Any agents or sub‐agents assigned or appointed by Distributor shall be the independent contractor of Distributor and not TSPN.
SECTION TWO: DUTIES OF DISTRIBUTOR
Subject to requirements imposed by law, the terms of this Agreement, and other written policies of TSPN, the Distributor shall:
SECTION THREE: DUTIES OF TSPN
SECTION FOUR: TERM OF AGREEMENT
The initial term of this Agreement shall be for a period of one year and shall automatically renew for successive one-year terms unless terminated by either party by giving notice to the other party at least sixty (60) days prior to the end of the term or pursuant to voluntary or involuntary resignation as described in the Policies and Procedures.
SECTION FIVE: RESTRICTIONS
Distributor shall not engage in any of the following conduct:
SECTION SIX: TERMINATION OF AGREEMENT
TSPN shall have the right to terminate this Agreement:
1. Immediately upon written notice to Distributor, if Distributor wrongfully withholds from TSPN any funds, membership applications or payments, premium receipts, vouchers, TSPN brochures or literature used for marketing, memberships lists or other property belonging to TSPN.
2. Immediately for just cause which includes without limitation (i) actions or statements by Distributor or any of its sub-agents or affiliates which are derogatory, defamatory or intentionally harmful to TSPN or TSPN’s employees, officers or any affiliated business; (ii) if Distributor violates the terms of this Agreement; (iii) misrepresents TSPN’s name; (iv) makes product/service claims or earnings claims contrary to TSPN’s marketing material or policies; (v) reveals any TSPN trade secrets, including without limitation, names of associates and Members.
Distributor shall have the right to terminate this Agreement:
Upon 30 days written notice to TSPN and receipt of said notice by TSPN (which shall be delivered to Compliance@tspnpool.com). Upon termination of this Agreement, Distributor shall no longer be entitled to bonuses or commissions on new membership sales. Provided this Agreement remains in force for at least two (2) years prior to any termination, earned commissions shall continue to be paid to Distributor for a period of six (6) months following the termination of this Agreement.
SECTION SEVEN: INDEMNIFICATION
Each party agrees to indemnify, defend, save and hold harmless the other party, affiliated companies, their directors, officers, agents and employees (the “Indemnified Party”), from any and all claims, demands, losses, damages, actions and causes of action, including, without limitation, all expenses, costs and reasonable fees and expenses of attorneys that the indemnifying party at any time and from time to time may sustain or incur by reasons of indemnifying party’s failure to abide by the provisions of this Agreement or arising or resulting from any negligent acts or omissions of the party.
SECTION EIGHT: ASSIGNMENT
This Agreement may not be assigned, whether voluntarily or by operation of law, by Distributor without the prior written consent of TSPN, which consent shall not be unreasonably withheld. Distributor must give at least thirty (30) days prior written notice to TSPN of any termination, sale, or transfer of its business, or its consolidation with a successor firm.
SECTION NINE: CONFIDENTIALITY and COVENANT NOT TO COMPETE
Distributor agrees that, during the course of this agreement and following the termination of this agreement, it will not disclose or distribute or threaten to disclose or distribute to any third person, firm, corporation, company, entity, or association, for any purpose, any of TSPN’s confidential or proprietary information, without the expressed written consent of TSPN.
For the purposes of this Agreement “Confidential Information” is defined as any secret or proprietary information relating directly to TSPN and/or that of TSPN’s other affiliated companies and subsidiaries, including, but not limited to, pricing policies, employment records and policies, operational methods, marketing plans and strategies, business development techniques or plans, business acquisition plans, new personnel acquisition plans, trade know‐how, trade secrets, specific software, algorithms, computer processing systems, object and source codes, user manuals, systems documentation, member and member specific information, all data, writings, work papers, photographs, catalogs, microfilm, tape recordings, documents, electronic media, direct sales marketing compensation plans, physical property owned by TSPN, other tangible materials, and other business and financial affairs of TSPN (including its affiliated companies and subsidiaries). This confidential information is particular and specific to TSPN’s business.
Distributor additionally agrees that, upon the termination of its contractual relationship with TSPN, it will immediately deliver to TSPN any TSPN property which is in its’ possession, including, without limitation, any confidential information as referred to in the above paragraph.
Finally, distributor understands and agrees not to compete in any conflicting businesses and/or enterprises or originate any start-up businesses or enterprises that may in any way, directly or indirectly, compete with TSPN for a period of two (2) years.
SECTION TEN: INJUNCTION
The Distributor acknowledges and agrees that a breach or threatened breach of any of the provisions of this Agreement would cause TSPN to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, in the event of a breach or threatened breach by Distributor of any provision of this Agreement, TSPN shall, in addition to any other remedies available to it, including monetary damages and attorney’s fees, be entitled to a temporary restraining order or a preliminary injunction restraining Distributor from breaching or threatening to breach this Agreement.
SECTION ELEVEN: MISCELLANEOUS
This agreement will be governed by and construed in accordance with the laws of the State of Oklahoma. This Agreement constitutes the entire agreement between the Distributor and TSPN and no amendment may be made without the signature of an authorized officer of TSPN.
All disputes or claims relating to TSPN, this agreement and any other TSPN policies, products and services, the rights and obligations of the Distributor and TSPN or any other claims or causes of action between the Distributor or TSPN or any of its officers, directors, employees or affiliates, whether in tort or contract, shall be settled totally and finally by arbitration in Oklahoma City, Oklahoma in accordance with the Commercial Distributor Agreement of the Arbitration Rules of the American Arbitration Association, including the optional rules for emergency measures of protection. If Distributor files a claim or counter‐claim against TSPN or any of its officers, directors, employees or affiliates in any such arbitration, Distributor shall do so only on an individual basis and not with any other entity or individual or as a part of a class action.
In the event that a provision of this agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of this agreement will remain in full force and effect. The failure of TSPN to insist upon strict compliance with any of the provisions of this Agreement shall not be deemed to be a continuous waiver in the event of any future breach or waiver of this Agreement.
Distributor has no authority other than that expressly granted herein, and no forbearance or neglect on the part of TSPN shall be construed as a waiver of any of the terms of this Agreement nor imply the existence of any authority not herein expressly granted.
From time to time, TSPN may offer special incentives. These incentives are designed to promote and motivate associates through recognition. By participating in any TSPN incentive or bonus program and to receive benefits from the program, cash or otherwise, the Distributor agrees to have his/her full name, title, level or standing, photograph/picture published and recognized in TSPN marketing materials, whether oral, written, or electronic. Distributor may select to opt-out of incentive and recognition programs from the time written notification is received and acknowledged by TSPN.
To opt-out of incentive and recognition programs, Email: Compliance@tspnpool.com
The Social Pool Network
The Social Pool Network (TSPN) Compensation Plan offers 2 simple, but dynamic ways to earn income by referring others to join their organization and share in the great services provided. Commissions are paid on a bi-weekly and monthly basis.
Here is a list of the 2 bonuses:
First Order Bonus:
The First Order Bonus is paid from the initial monthly league fee and not the Annual Distributor Membership of anyone who enrolls. The First Order Bonus pays a total of 3 generations in the Enroller Tree and utilizes dynamic compression for maximum payout. This bonus pays 30% to your 1st generation, 15% to your 2nd generation, and 5% to your 3rd generation. This bonus is paid bi-weekly on each Friday for the weeks previous. To qualify, you must be an Active Distributor with at least 40 PV.
Below is an example of the First Order Bonus and the amount it would pay to each generation based on a 40 PV enrollment.
First Order Bonus
$12.00- LEAGUE PROMOTER
$6.00- LEAGUE PROMOTER
$2.00- LEAGUE PROMOTER
Binary Team Commission:
The Binary Team Commission is the residual portion on the compensation plan and pays on all orders outside of those paid through the First Order Bonus. The Binary Team Commission pays 20% of your total Lesser Leg volume in the Binary Tree. This commission is paid monthly on the 15th of each month for the second month previous. To qualify, you must be an Active Distributor with at least 40 PV and 2 personally sponsored Active Distributors, one in your right leg and one in your left leg.
Binary Team Commissions
20% of volume from lesser leg
Glossary of Terms:
Active Distributor - A Distributor who maintains an active annual membership and at least 40 PV each month.
Binary Placement Tree - The tree that reflects the placements of all Distributors and Customers within the Company. Binary Tree is confined to just two level 1 or frontline legs.
Customer (PLAYER) - A non-Distributor who has a monthly recurring order.
Distributor (League Promoter)- An independent contractor who has potential to earn commissions through the compensation plan.
Downline - The network of Distributors or Customers who exist below a Distributor.
Dynamic Compression - A method used to calculate commissions and bonuses by first removing both inactive and unqualified Distributors from the genealogy tree, thereby maximizing payout to Distributors who do qualify.
Enroller - A Distributor who personally enrolls a new Distributor or Customer.
Enroller Tree - The genealogy tree that reflects Distributor enrollment as it actually occurs.
Generation – Each level of your Enroller tree. i.e. the Distributors or Customers who you personally enroll (your 1st generation) and those Distributors and/or Customers who your 1st generation personally enrolls (your 2nd generation) and those Distributors and/or Customers who your 2nd generation personally enrolls (your 3rd generation).
Leg - A Distributor and their entire organization below them on each side of their placement in the Binary Placement Tree.
Location: Physical placement of a person, business, or entity.
Personal Enrolled Active Distributor (PE) - A Distributor that is personally enrolled by a particular Distributor and meets the 40 PV Active requirement.
Personal Volume (PV) - The volume generated from personal purchases made by a Distributor.
Placement: Specified location of a person, business, or entity in the genealogical tree.
Qualified - A Distributor who has met the requirements of 40 PV and 2 PE and is eligible to be paid commissions.
Spot: The number of balls awarded to a lower rated player.
Upline - An Enroller and all other Distributors above a particular Distributor.