Distributor Agreement

The Social Pool Network

Distributor Agreement

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:

Solicit Memberships: (i) pay all expenses incurred by Distributor in the performance of its duties under this Agreement; (ii) use only promotional material approved, in writing, by TSPN with respect to the TSPN membership or plans; (iii) ensure that applications submitted to TSPN are completed accurately before submission; (iv) forward all applications to TSPN promptly as well as all initial registration fees that may be due on the applications; (v) comply with applicable federal, provincial, state and local laws, regulations and ordinances; (vi) train any personally enrolled Members or make certain of their training by TSPN.

Taxes: Distributor shall be solely responsible for reporting and paying any federal, provincial, state, or local income taxes resulting from sales commissions paid to it and to pay any and all license or bond fees, and taxes required by any federal, state, province, local or municipal law for the right to solicit or sell memberships covered by this agreement. Distributor is responsible for providing its social security or tax identification number to TSPN for tax reporting requirements. To assist Distributor in complying with all tax requirements, TSPN will, after the close of each calendar year, provide Distributor a copy of a Form 1099 Income Statement for any commission amounts paid directly to Distributor.

Licenses: Distributor shall be solely responsible for obtaining and renewing any such license(s) from year to year that any state, province, local or municipality may require for soliciting registrations for TSPN memberships offered for sale through Distributor. Distributor will further work with its sub‐agents, if any, to ensure appropriate licensure.

Compliance: Distributor shall cause its employees, agents and sub‐agents and Producers to comply fully with the terms of this Agreement and Distributor shall be responsible to TSPN for any such failure to comply by either Distributor or any sub‐agent or employee.

Expenses: Distributor shall be solely responsible for and shall pay all expenses incurred by it in connection with the solicitation, sale and distribution of memberships offered for sale through the Distributor.

SECTION THREE: DUTIES OF TSPN

Payment of Commissions: TSPN shall be responsible for payment to Distributor of all commissions on memberships sold through Distributor. As full compensation for said services, a commission shall be paid on the receipt of membership fees paid to TSPN. Commissions shall be payable according to the TSPN Compensation Plan. TSPN reserves the right to amend the Schedule of Commissions from time to time, but any such change shall not affect commissions due or to become due to the Distributor on memberships issued with an effective date prior to the date of such changes. All monetary transactions shall be conducted in USD.

Chargebacks: When commissions are paid, paid commissions are subject to charge‐back if the commissions are not earned due to termination of a membership; in that event TSPN will charge back or off‐set to Distributor’s said commission previously paid which will reduce future commission payments to Distributor.

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:

Make any contract or incur any obligation in the name of, or on behalf of TSPN without specific authority including that Distributor shall not make, modify or amend any application for membership or membership contract; or extend the time for making any payment which may become due for any membership; nor may Distributor waive any of TSPN’s rights, conditions or requirements pursuant to its membership policies or applications;
Fail to pay the monthly (PV) either $25 if a PLAYER or $40 if a LEAGUE PROMOTER FOR 2 consecutive months. Distributor understands that failure to maintain his/her Automatic Recurring Billing, (ARB) for two consecutive months shall result in a forfeiture of Distributors Placement, (location in the TSPN’s genealogical tree).
Any person who registers into The Social Pool Network may not withdraw or cancel their registration in an effort to relocate to a different location without waiting 60 (SIXTY) days. This is designed to deter "placement hopping" which creates confusion and potential claw-backs for other members.
Enter into any contract or incur any expense or obligation in the name of TSPN;
Advertise TSPN’s services without prior approval (including mass marketing, telemarketing or direct mail programs); use TSPN’s name, trade name, trademark or logos in connection with its business without prior approval of TSPN;
Induce or attempt to induce, directly or indirectly, other Distributors, Associates, or employees of TSPN to leave TSPN during the term of this Agreement and for a period of two years after any termination;
Induce or attempt to induce, directly or indirectly, any customer, member or policy holder of TSPN to terminate or cancel a membership with TSPN during the term of this Agreement and for a period of two years after any termination. This restriction applies to all such individuals or customers who purchased and received the product, the marketing or sale of which resulted in compensation, commissions or earnings for Distributor within two years prior to termination;
Utilize any TSPN trade secrets or confidential information, including, but not limited to, member names and Group Account member names for any business or monetary consideration other than TSPN business.

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 tanya@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: tanya@tspnpool.com

The Social Pool Network

Compensation Plan

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
Binary Team Commissions

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 1^st generation, 15% to your 2^nd generation, and 5% to your 3^rd 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
Generation	% Paid	Commission Amount
1^st Generation	30% 30%	$7.50- PLAYER $12.00- LEAGUE PROMOTER
2^nd Generation	15% 15%	$3.75- PLAYER $6.00- LEAGUE PROMOTER
3^rd Generation	5% 5%	$1.25- PLAYER $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 15^th 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 1^st generation) and those Distributors and/or Customers who your 1^st generation personally enrolls (your 2^nd generation) and those Distributors and/or Customers who your 2^nd generation personally enrolls (your 3^rd 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.