STATEMENT OF POLICIES & PROCEDURES

Transcription

1 STATEMENT OF POLICIES & PROCEDURES

2 VIRIDIAN NETWORK, LLC STATEMENT OF POLICIES & PROCEDURES EFFECTIVE AUGUST 10, 2014

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4 TABLE OF CONTENTS SECTION 1 CODE OF ETHICS 1.1 Integrity and Accountability 1.2 Deceptive and Unlawful Practices 1.3 Acceptance of Payments 1.4 Governmental Approval or Endorsement 1.5 Honesty in Representing Viridian 1.6 Compliance with Governing Law 1.7 Compliance with Code of Ethics SECTION 2 ASSOCIATE AGREEMENT 2.1 Application, Policies and Compensation Guidelines form the Associate Agreement 2.2 Changes to the Agreement 2.3 Term and Renewal of the Agreement 2.4 Severability 2.5 Waiver 2.6 Adherence to the Compensation Guidelines 2.7 Delays and Changes in Law SECTION 3 BECOMING AN ASSOCIATE 3.1 Requirements to Become an Associate 3.2 Identification 3.3 No Requirement to be a Viridian Customer 3.4 Resource Kit 3.5 Associate Benefits 3.6 Training and Business Tools 3.7 Associate Communications and Recognition 3.8 Viridian University (VU) 3.9 Special Certified Programs 3.10 Conflicts of Interest SECTION 4 OPERATING AN INDEPENDENT VIRIDIAN NETWORK BUSINESS 4.1 General Marketing Standards 4.2 Customer and Associate Leads; Customer Information 4.3 Customer Enrollment Compliance Guidelines 4.4 Customers Enrolled Under Viridian 4.5 Disputes over Customer Enrollments 4.6 Holding Associate or Customer Applications 4.7 Standards for Marketing Outside of an Associate s Warm Market Marketing Events Internet Marketing Utility Bill Payment Centers 4.8 Unacceptable Marketing Standards or Practices 4.9 Advertising 3 August 10, 2014

5 4.9.1 General Sales Aids, Training Materials and Events 4.93 Advertising and Marketing Search Engine Advertising Associate Replicated Websites Links and Banner Ads Associate-Developed Websites Domain Forwarding Domain Names and Addresses, Phone Numbers Trademarks and Copyrights Media and Media Inquiries SECTION 5 STRUCTURING AN INDEPENDENT VIRIDIAN BUSINESS 5.1 Associate Plans 5.2 Business Entities 5.3 Change of Associate Legal Designation 5.4 Sponsorship Rules 5.5 Associate Recruiting Rules 5.6 Cancellation and Reapplication 5.7 Indemnification 5.8 Compensation Guidelines Claims 5.9 Earnings Claims 5.10 Earnings Disclosure Statement (EDS) 5.11 Products and Services Claims 5.12 Exclusivity; Non-Solicitation 5.13 Sale of Competing Energy Services 5.14 Associate Participation in Other Direct Selling Programs 5.15 No Customer Solicitation in Unapproved Deregulated Markets 5.16 No Territory Restrictions SECTION 6 RESPONSIBILITIES OF ASSOCIATES 6.1 Change of Contact Information 6.2 Ongoing Training 6.3 Reporting Violations of the Agreement 6.4 Nondisparagement 6.5 Income Taxes 6.6 Insurance SECTION 7 GENERAL UNDERSTANDING AND BUSINESS OWNERSHIP 7.1 Vendor and Other Communications 7.2 Independent Contractor Status 7.3 One Viridian Business per Individual or Entity 7.4 Actions of Household Members or Affiliated Individuals 7.5 Requests for Records 7.6 Returned Checks 7.7 Organization Protection 7.8 Sale, Transfer or Assignment of a Viridian Business 7.9 Separation of a Viridian Business 7.10 Sponsoring an Associate 7.11 Corporate Sponsored Associates 7.12 Transfer Upon Incapacitation of an Associate 7.13 Succession of a Viridian Business Effective August 10,

6 SECTION 8 BONUSES AND COMMISSIONS 8.1 Energy Sales 8.2 Bonus and Commission Qualifications 8.3 Adjustment to Bonuses and Commissions 8.4 Back Office 8.5 Back Office Reports 8.6 Confidential Viridian Information 8.7 Errors or Questions SECTION 9 ASSOCIATE REFUNDS UPON VOLUNTARY CANCELLATION OF THE AGREEMENT 9.1 Initial Enrollment Fee Refund 9.2 Associate Plan Changes 9.3 Resource Kit Refunds 9.4 Procedure for Returning Resource Kit SECTION 10 CANCELLATION 10.1 Effect of Cancellation 10.2 Voluntary Cancellation 10.3 Involuntary Cancellation 10.4 Nonrenewal 10.5 Payout Clause for Ambassador Rank (or Higher) SECTION 11 DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS 11.1 Investigation of Associate Conduct 11.2 Disciplinary Sanctions 11.3 Grievances and Complaints 11.4 Mediation 11.5 Arbitration 11.6 Governing Law, Jurisdiction and Venue 11.7 Miscellaneous SECTION 12 DEFINITIONS 5 August 10, 2014

7 INTRODUCTION Viridian Network, LLC and Viridian Energy, LLC, and its affiliates (collectively Viridian ) provide sustainable energy solutions, allowing our energy Customers ( Customers ) and Independent Associates ( Associates ) to make a difference in the environment and their personal lives by choosing meaningful energy products and services. To clearly define the contractual relationship that exists between an Associate and Viridian, Viridian has established this Statement of Policies & Procedures ( Policies ), and the Compensation Guidelines, both of which are a part of and are incorporated into the Independent Associate Application & Agreement (the Application ) (collectively, the Policies, the Compensation Guidelines, and Application form the Agreement ). If an Associate has any questions or requires clarification regarding the Policies, the Associate should contact the Viridian Compliance Department (compliance@viridian.com) as failure to adhere to Policies may result in disciplinary sanctions. Effective August 10,

8 SECTION 1: CODE OF ETHICS Integrity and Accountability Associates shall conduct themselves with integrity and professionalism in all matters related to Viridian products and services. Associates shall be accountable for their conduct when interacting with Corporate Representatives, current, former and potential Associates and Customers, and the general public Deceptive and Unlawful Practices Associates shall not engage in any deceptive, unlawful or unethical conduct, or any conduct prohibited by state or federal regulatory authorities whether known or unknown to the Associate, including, but not limited to, any Customer or Associate recruiting practice that may be detrimental to or reflect poorly on Viridian, its Associates, its Customers, the energy products and services industry or the Direct Selling industry. If Associates have any questions regarding Viridian s products or services, or business model, they may contact Viridian at askv@viridian.com Acceptance of Payments Associates shall not accept any payment or consideration (e.g., money or any other item of value) from any Customer or prospective Customer. All payments for Viridian products and services shall be made to the designated entity on the Customer s energy bill, which may be issued by Viridian. Additionally, an Associate shall not use his or her credit card to enroll or make purchases from Viridian on behalf of another Associate Governmental Approval or Endorsement Neither federal nor state regulatory agencies nor officials approve or endorse any Direct Selling companies or programs. Therefore, Associates shall not represent or imply that either Viridian or the Compensation has been approved, endorsed or otherwise sanctioned by any government agency Honesty in Representing Viridian Associates shall read the Application and Policies as well as the Compensation Guidelines and any Terms & Conditions of any applications or agreements provided to Customers. To ensure that Associates deliver accurate information to the public, Associates are responsible for reading and understanding the information that is regularly provided by Viridian about its products and services. Associates shall truthfully and accurately represent Viridian. Associates are responsible for their own education regarding Viridian and should rely only on information provided by Viridian. Any claims, representations or statements that Associates make regarding Viridian products and services shall be consistent with those included in the literature and materials provided or authorized by Viridian. 7 August 10, 2014

9 1.6 - Compliance with Governing Law Associates shall understand and abide by all applicable laws, orders, ordinances, policies and regulations, including without limitation any and all local, state and federal laws and ordinances that govern their independent business and the deregulated energy markets in which Viridian operates. Many cities and counties have laws regulating certain home-based businesses and independent contractor activities. If a state, city or county official tells an Associate that a law or ordinance applies to the Associate s business, the Associate shall be polite and cooperative and immediately contact the Viridian Compliance Department (compliance@viridian.com) Compliance with DSA Code of Ethics Associates shall uphold the DSA Code of Ethics (available at and not, in any way, attempt to persuade, induce or coerce another party to breach the Code of Ethics. Any such action shall be considered by Viridian as a violation of the Policies. Additionally, Viridian is a member of the Direct Selling Association ( DSA ). The DSA is the national trade association of the leading companies that manufacture and distribute goods and services sold directly to consumers. Approximately 170 companies are members of the DSA, including many well-known brand names. The DSA s mission is To protect, serve and promote the effectiveness of member companies and the independent business people they represent. To ensure that, the marketing by member companies of products and/or the direct sales opportunity is conducted with the highest level of business ethics and service to consumers. The cornerstone of the association s commitment to ethical business practices and consumer service is its code of ethics. Every member company pledges to abide by the code s standards and procedures as a condition of admission and continuing membership in the association. Further information can be found on the DSA website at SECTION 2: ASSOCIATE AGREEMENT Application, Policies and Compensation Guidelines form the Associate Agreement Throughout the Policies, when the term Agreement is used, it collectively refers to the Associate Application, the Policies & Procedures and the Compensation Guidelines. It is the responsibility of Associates to read, understand, adhere to and ensure that they are operating under the most current version of the Agreement. When sponsoring a new Associate, it is the responsibility of the sponsoring Associate (the Sponsor ) to ensure that the prospective Associate is provided with, or has online access to, the most current version of the Agreement prior to the prospective Associate s execution of the Application. At no time shall one Associate enroll on behalf of another Associate. Each individual Associate must personally enter into the Agreement. Effective August 10,

10 2.2 - Changes to the Agreement Governing laws, as well as the business environment, may periodically change; therefore, Viridian reserves the right to amend the Agreement in its sole and absolute discretion. By entering into the Agreement, the Associate agrees to abide by all amendments and modifications to the Agreement ( Amendments ) that Viridian elects to make. Amendments shall take effect thirty (30) days after publication of notice, but shall not apply retroactively to conduct that occurred prior to the effective date of the Amendment. Notice shall be made by Viridian via one or more of the following methods: (1) posting on one or both of Viridian official websites or com; (2) electronic mail; (3) inclusion in Viridian communications; (4) special mailings; or (5) open conference calls to the field. The continuation of an Associate s Viridian s business or an Associate s acceptance of bonuses and commissions constitutes acceptance of any and all Amendments to the Agreement Term and Renewal of the Agreement The term of the Agreement is one (1) year from the date of Viridian acceptance of the Associate s Application unless otherwise terminated earlier as provided herein. Associates wishing to continue their independent Viridian business must renew the Agreement for subsequent one (1) year terms by paying an annual renewal fee, and complying with the Agreement. Viridian reserves the right in its sole discretion to reject the renewal of an Agreement. Unless an Associate requests otherwise by sending an to Viridian (askv@viridian.com) at least thirty (30) days prior to the renewal date or opts out following receipt of the renewal notification, the annual renewal fee will be automatically charged to the credit card placed on file in the account by the Associate. For renewals, if Viridian is unable to process the credit card on file, the Associate will be placed in a Grace Period status and will have thirty (30) days from the renewal date (which is the one year anniversary date from enrollment) in which to contact Viridian to make arrangements to pay the renewal fee. If Viridian is unable to process the credit card on file and the Associate does not contact Viridian within the Grace Period, Viridian will terminate the Associate s Agreement and the Associate will not be able to re-enroll in Viridian for six (6) months from such termination date. If the Associate decides to re-enroll after such six (6) month period, the Associate will not resume placement nor retain the Organization that was in place prior to the termination date Severability If any provision of the Agreement, in its current form or as amended, is found to be invalid or unenforceable for any reason, only the invalid portion of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible Waiver Viridian requires strict compliance with the Agreement and applicable governing laws. Viridian s failure to exercise any right or power under the Agreement or its failure to insist upon strict compliance by an Associate with any obligation or provision of the Agreement shall not constitute a waiver of Viridian s right to demand compliance with the Agreement at any time in the future. Waiver by Viridian can only be effectuated in writing by an Authorized Officer of Viridian and will be specific to the Associate granted the waiver, unless otherwise stated. Viridian s waiver of any particular breach by an Associate shall not affect or impair Viridian s rights with respect to any subsequent breach, nor shall it affect in any way the rights or obligations of any other Associate. Nor shall any delay or omission by Viridian to exercise any right arising from a breach affect or impair Viridian s rights as to that or any subsequent breach. The existence of any claim or cause of action of an Associate against Viridian shall not constitute a defense to Viridian s enforcement of any term or provision of the Agreement. 9 August 10, 2014

11 2.6 - Adherence to the Compensation Plan Associates must review and adhere to the most current version of the Compensation Guidelines. Associates shall not: a) Offer the Viridian Opportunity through, or in combination with, any system, program or method of marketing not specifically set forth in official Viridian literature; b) Require or encourage current or prospective Customers or Associates to participate in Viridian products or services or Viridian in any manner that varies from the program as set forth in official Viridian literature; c) Require, allow or encourage current or prospective Customers or Associates to execute any agreement other than official Viridian agreements and contracts; or d) Require or encourage current or prospective Customers or Associates to make any purchase from, or payment to, any individual or other entity to participate in the Compensation Guidelines other than those purchases or payments identified as recommended or required in official Viridian literature Delays and Changes in Law Viridian shall not be responsible for delays or failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, technology challenges, vendor mistakes and delays, including utility communications, riot, war, fire, death, storms and curtailment of a party s source of supply or government decrees or orders. The utilities are independent from Viridian and Viridian has no control over information transfers or enrollment rules and regulations; therefore, Viridian is not responsible for any delays or rejections for Customer enrollments, including the consequences of such delays or rejections on bonuses and commissions In addition, state and federal regulatory or policy changes may affect, among other things, Customer sales and bonus and commission payments SECTION 3: BECOMING AN ASSOCIATE Requirements to Become an Associate To become and continue as a Viridian Associate, each applicant: a) Must be at least eighteen (18) years of age (proof of date of birth may be requested); b) Must reside in the United States (but not in the states of Georgia, Louisiana, Montana or Wyoming), and must be a United States citizen, resident alien, or naturalized citizen; c) Must not be an employee or current corporate independent contractor of Viridian (or a spouse, immediate family member or household member of either). Non-immediate family members of Viridian employees or a current corporate independent contractors must obtain prior written approval from Viridian to become an Associate; Effective August 10,

12 d) Must not be an active independent contractor selling energy for any other Direct Selling company; e) Must have a valid Social Security number or Federal Employer Identification Number ( FEIN ), as applicable, that matches the Associate s name or Business Entity s name; f) Must submit a complete and accurate Application, including all required tax forms, to Viridian either in hard copy or online format; g) Must complete the banking information in order to receive payment of commissions and bonuses. Banking information must match the Associate s name or Business Entity s name as listed in the Back Office and on all required tax forms; h) Must complete the required sections of Viridian University ( VU ) before enrolling Customers; i) Acknowledges that any fines, sanctions or penalties levied upon Viridian resulting from Associate s actions or inactions shall be deducted from that Associate s commissions and result in further disciplinary sanctions; and j) Acknowledges that it is the responsibility of the Associate to maintain all of his or her own business records. If an Associate is unable to access the information necessary to run a Viridian business for any reason, it is the responsibility of the Associate to make alternative arrangements. The sponsoring or upteam Associate is responsible for assisting the downteam Associate in obtaining any information that is provided to an Associate in the Back Office. In the event that an Associate is unable to obtain an electronic copy of the Policies, Viridian will work with the Associate to make alternative arrangements Identification Prospective Associates are required to provide a valid Social Security number or FEIN, legal name as it appears on the Associate s Social Security Card and birthdate to Viridian on the Application. Viridian will verify all Social Security numbers and FEINs upon enrollment and renewal, and by submitting the Associate Application, Associate consents to such Social Security, FEIN, and background checks. Viridian will provide a unique Associate Identification Number to the Associate by which he, she or it will be identified. This number will be used to direct Customers and Associates to enroll and to track bonuses and commissions. All confidential information will be protected and not disclosed or sold to third parties as per the Privacy Policy on the official Viridian website No Requirement to be a Viridian Energy Services Customer There is no requirement to enroll as a Customer of Viridian in order to become or remain an Associate Resource Kit In order to familiarize Associates with Viridian products and services and its sales techniques, sales aids and other matters, Viridian provides a Resource Kit as part of the Associate enrollment fee (if applicable). Resource Kits are sent via FedEx (signature required) to the mailing address provided by the Associate on the Application. It is the goal of Viridian to deliver the physical components of the Resource Kits to Associates within five (5) to ten (10) business days of Associate enrollment. Note that Residual Fundraising Program Associates have access to an electronic Resource Kit and will not be mailed a physical Resource Kit. 11 August 10, 2014

13 3.5 - Associate Benefits Once an Associate s Application has been accepted by Viridian, the benefits of the Agreement are available to the new Associate. These benefits include the right to: a) Upon completion of VU, sell Viridian products and services to Customers in selected markets; b) Participate in the Compensation Guidelines and receive bonuses and commissions, if eligible and earned; c) Sponsor other individuals as Associates and thereby build an Organization and progress through the Compensation Guideline, if applicable; d) Receive periodic Viridian communications (Viridian E-Newsletter, etc.); e) Participate in Viridian sponsored support, service, events, training (e.g., VU), motivational and recognition functions (upon payment of appropriate charges, if applicable); and f) Participate in promotional and incentive contests and programs sponsored by Viridian for Associates, if eligible Training and Business Tools Education, training and motivation are critically important to building a successful Viridian business. To educate Associates in the business and teach them how to train and motivate others, Viridian provides support materials, tools, support services and training events in a joint effort with Field Leaders. These materials include training collateral and ticketed events produced and distributed by Viridian. Associates are not required to purchase these items or to attend such events. As such, these items and events are subject to a non-buyback rule. These items may include books, magazines, charts and other printed materials, audio CDs or DVD software, subscriptions, online materials, training and recognition events, conventions and other ticketed events and websites Associate Communications and Recognition To protect the Associate s privacy, Viridian will only communicate with the individual whose name appears in the field for Applicant Name or Co-Applicant Name (if an individual) or the field for Contact Name (if a Business Entity) on the Agreement. An organization name is not permitted as a Contact Name. Viridian will verify the Associate s identity before speaking with the Associate and Viridian will only to the provided on the account. The only exceptions are if an individual has a designated co-applicant assigned to an account or if a letter of authorization signed by the account holder has been provided to Viridian authorizing Viridian to communicate with a third party. If an Associate is the recipient of an award, rank advancement or other recognition, the award, rank advancement or recognition will be under the individual or Business Entity whose name appears in the Recognition Name field. In the event the Recognition Name field is blank, the Awards and recognition will be awarded to the main account holder or business entity name. If there is no name or Business Entity name in the Recognition Name field, the default will be the Associate s first and last name. All Associates have the right to elect to not be recognized, however it is the obligation of the Associate to select that he or she does not wish to receive recognition at the time of the enrollment. Awards and recognition may be withheld for those Associates who are not in good standing with Viridian. The Associate waives any and all claims against Viridian with respect to Viridian s errors regarding awards or other recognition. Effective August 10,

14 3.8 - Viridian University Viridian University ( VU ) is an educational platform accessible from the Back Office that allows all Associates to learn the nuances of the energy and Direct Selling industries. Associates are not permitted to share test answers with other Associates or take the mandatory training sections of VU for other Associates. Upon joining Viridian, Associates are issued a Join Date and are considered Pending, meaning they are ineligible to refer Customers enrollment into their network until they have completed VU certification. However, Pending Associates do have the ability to refer Associates for enrollment. Once an Associate passes the mandatory training sections of VU, the Associate will be given a Certification Date, the Associate s personal website will become active within 24 hours, and the Associate will be eligible to refer Customers for enrollment into his, her or its organization. While there is no required time frame for Associates to complete the mandatory educational sections, the 8-Week Fast Start Bonus begins on the Join Date Special Certified Associate Programs Viridian, from time-to-time, offers Special Certified Associate Programs ( Special Programs ) in which a Viridian Associate can elect to participate in the Special Programs if she or he meets certain requirements and completes specific Special Programs training and certification programs Conflicts of Interest In order to avoid a conflict of interest, Viridian does not engage in any other businesses with Associates, other than this Agreement SECTION 4: OPERATING AN INDEPENDENT VIRIDIAN BUSINESS General Marketing Standards For purposes of the Policies, marketing standards are the practice of soliciting (i) others with the Viridian Opportunity, or (ii) potential customer for Viridian product and services. When promoting either, Associates must adhere to good business practices, including, without limitation, the following general marketing standards: a) Identify yourself as an Independent Associate of Viridian representing Viridian, a licensed independent seller of energy products and services; b) Be clear you are not an employee of Viridian any of its affiliates; c) Do not represent yourself as an affiliate or employee of, or in partnership with, the local utility company or any competitive energy service providers; d) Do not represent yourself as being affiliated with or employed by any federal or state agency, commission, office or personnel; 13 August 10, 2014

15 e) Comply with all state and federal regulatory requirements; f) Only market to your Warm Market, which is defined as any person with whom you have an established business or personal relationship. The term established business or personal relationship means a prior or existing relationship formed by a voluntary two-way communication between an Associate and a person, on the basis of: (1) an inquiry, application, purchase or transaction by the person regarding products or services offered by such Associate or (2) a personal or familial relationship, which relationship has not been previously terminated by either party; g) Provide clear and accurate information about Viridian products and services, including accurate disclosures about pricing plans and green content; h) Provide clear and accurate information about the Viridian Opportunity; i) Abide by the Customer Enrollment Compliance Guidelines as defined in Section 4.3; j) Be professional and courteous to all potential and current Customers of Viridian; k) Only certified Viridian Associates may market your Viridian business on your behalf; l) Never represent to a Customer that there are no contracts; and m) Do not make affirmative representations of savings that are not documented or evidenced in writing from corporate marketing materials Customer and Associate Leads; Customer Information A Customer Lead is defined as any type of contact information (e.g., address, mailing address or telephone number) for a prospective Customer. Because Viridian does not have the ability to verify that Customer Leads purchased by Associates are legitimate and because Customer Leads are often obtained through questionable methods, Associates may not purchase or use Customer Leads. Viridian does not condone or approve buying Associate leads or referrals. Any Associate buying leads or Associate referrals does so at their own risk and assumes all liabilities. Viridian Customer contact information is confidential information belonging to Viridian. Associates shall not give, sell or otherwise distribute such information. Violation of this Section may result in any of the Disciplinary Sanctions listed in Section 11.2, including the involuntary cancellation of the Agreement Customer Enrollment Compliance Guidelines a) Associates may not enroll on behalf of the Customer. The Customer must enroll personally. Only the account holder of record is authorized to enroll the Customer account. Only the Customer can accept Viridian s Terms and Conditions. b) Associates have no authority to and shall not amend or change any of the Terms and Conditions of the Customer Agreement. c) Associates may not take a utility bill from a Customer and use it to enroll the Customer, even if the Customer gives permission. Failure to comply with his rule may result in immediate termination. Effective August 10,

16 d) Associates should advise Customers to utilize the following methods for enrollment: on the Associate s Personal Website (preferred), by submitting a Customer Application form located in the Back Office to Viridian or by calling Viridian ( ) to enroll over the phone and complete a Third Party Verification ( TPV ). Customers that enroll through an Associate s Personal Website should use the Customer s personal computer, or personal computing device to enroll. If an Associate is aware that Customers plan to use a central location, such a community center, to enroll, the Associate must seek prior written approval from the Viridian Compliance Department (compliance@viridian.com). Failure to comply with this section may result in any of the Disciplinary Sanctions listed in Section 11.2, including the involuntary cancellation of the Agreement. e) All required fields on the Customer Application must be completely filled out, signed and dated by the authorized account holder of record. Incomplete applications will not be processed and a new Customer Application must be submitted. Viridian shall not be responsible for any damages or injury to the Associate caused by the Associate s submission of an incomplete Customer Application. f) Associates must ensure that Customers fill out the most current version of the Customer Application form. Customer Applications are updated regularly; Associates may be notified of updates in VTalk. Associates have an obligation to periodically ensure that they have the most recent version of the Customer Application. The most up-to-date version is always available in the Back Office. g) Many state Public Utility Commissions have regulations concerning time frames for submitting enrolled Customers and, in order to meet those requirements, Associates are required to submit Customer-completed enrollment forms within twenty-four (24) hours from when they are completed. h) When it is apparent that either the Customer s English language skills are insufficient or the Customer or another person informs the Associate of this fact, the Associate will use an interpreter, find another Associate fluent in the Customer s language, or cease pursuing the prospect Customers Enrolled under Viridian In cases in which a new Customer enrolls without designating a specific Associate or inadvertently selects an unintended Associate, the appropriate Associate may request that the Customer be transferred to the designated Associate s Organization. Requests for transfer under this policy will be processed as long as the requesting Associate makes the request in writing to the Viridian Associate Services Team (askv@viridian.com) within ten (10) business days from the Customer s date of enrollment with Viridian, and with the Customer s permission. Associates have a duty to manage their customers regularly and verify that their customer lists are accurate and up-to-date. If an Associate fails to request such a change within ten (10) business days, the Associate waives any and all claims against Viridian arising from the enrollment of the Customer Disputes over Customer Enrollments All certified Associates in good standing have the right to refer customers for enrollment with Viridian. If there is a dispute among Associates as to which Associate should be the enroller of a Customer, Viridian will not attempt to resolve the dispute: Viridian will regard the first Customer Application it receives as controlling. Associates will not receive more than one bonus on the same Customer for the same products and services. 15 August 10, 2014

17 4.6 - Holding Associate or Customer Applications Associates must not manipulate referrals for enrollments of new Associates or new Customers. All Associate Applications and Customer Applications must be sent to Viridian Associates within twenty-four (24) hours from when they are completed. If not, the Application may be considered void by Viridian. All Associate and Customer Applications are the property of Viridian Standards for Marketing Outside of an Associate s Warm Market When permitted, Associates promoting Viridian outside their Warm Market must adhere to all applicable regulatory requirements. Marketing Events and Internet marketing are considered marketing channels outside of an Associate s Warm Market and Viridian has identified specific marketing standards for each of these channels as follows: Marketing Events A Marketing Event is any conference, convention, seminar, trade show or other public gathering that provides an Associate the ability to market Viridian and the Viridian Opportunity to potential Customers and Associates. It is the Associate s responsibility to receive approval from the onsite event coordinator and ensure that he or she is the only Viridian Independent Associate attending the event. In order for an Associate to attend a Marketing Event, the Associate must receive an official Viridian Name Badge from Viridian by contacting events@viridian.com. In addition to the General Marketing Standards in Section 4.1, an Associate with a display at a Marketing Event must adhere to the following standards: a) Visibly display his or her official Viridian Name Badge at all times when soliciting Customers or Associates; b) Provide the potential Customer with approved written information regarding Viridian products and services immediately upon request; c) Provide Viridian s telephone number for inquiries, verification and complaints; and d) Strictly adhere to all of the Marketing Don ts contained in the Associate s Back Office and incorporated herein by this reference. We recommend that you visit shopviridian.com for your booth accessories and branding needs for a professional display. Viridian Associates are not permitted to promote Viridian at flea markets, garage sales or swap meets as these and other similarly situated events are not conducive to the professional image that Viridian wishes to portray. Viridian further reserves the right to refuse authorization to participate in any function that it does not deem suitable for the promotion of Viridian Internet Marketing An Associate is permitted to use standard and public online blogs, social networks or other online forums to discuss the Viridian Opportunity, products and services as long as the content complies with the Policies and the Marketing Don ts. However, if an Associate wishes to advertise or market Viridian and the Viridian Opportunity via the previously mentioned channels, an Associate may only do so by directing traffic to the Associate s Personal Website or This section does not apply to Associate-developed websites. See Section for detailed information. Effective August 10,

18 In addition to the General Marketing Standards in Section 4.1, an Associate using blogs, social networks or other online forums must comply with the following: a) Clearly indicate that you are an Independent Viridian Associate and not an employee of Viridian; b) Clearly indicate that you are not affiliated with any utility, federal or state agency, commission, office or its personnel; c) Strictly adhere to all of the Marketing Don ts; and d) When publishing content that has to do with Viridian, use a disclaimer noting that the postings are your own and do not represent Viridian s views or opinions Utility Bill Payment Centers Utility Bill Payment Centers are not eligible to enroll Associates or Customers and no enrollments may take place at such locations Unacceptable Marketing Standards or Practices Unless otherwise expressly stated herein, the following activities are prohibited: a) Slamming The process of enrolling a customer without the expressed authorization of the account holder of record. b) Door-to-door Marketing Face-to-face solicitation of a prospective Customer initiated by the Associate at the home or business of a prospective Customer that is unknown to the Associate. This does not apply to those Customers in an Associate s Warm Market. c) , Text or Other Electronic Solicitation Defined as sending unsolicited electronic communications promoting Viridian products or services to prospective Customers or Associates unknown to the Associate. Except as provided below, such electronic solicitations are prohibited. solicitation is permitted if the following conditions are met: (1) the distribution list must be the Associate s Warm Market, (2) the content of all solicitations must be approved by the Viridian Compliance Department (compliance@viridian.com) prior to distribution, (3) the content must comply with the applicable laws and regulations including, without limitation, the Federal CAN-SPAM ACT, and (4) Associates must: Provide a functioning return address to the sender; Include a notice in the that advises recipients that they may reply or that future solicitations have an opt- out notice; All opt-out requests must be honored; Include their physical mailing address; and Clearly disclose that the message is an advertisement or solicitation. The use of deceptive subject lines or false header information and restricted wording is prohibited. d) Telemarketing (also known as Cold Calling) Placing one or more telephone calls to an individual or entity outside of the Associate s Warm Market to solicit the purchase of Viridian products and services, or Viridian Opportunity. 17 August 10, 2014

19 4.9 - Advertising General Associates shall safeguard and promote the good reputation of Viridian. Associates shall not engage in advertising practices that are deceptive, false, misleading or unfair Sales Aids, Training Materials and Events To promote the Viridian Opportunity, Associates must exclusively use the sales aids and training materials produced by Viridian. Viridian approved and produced training materials are available at Shop Viridian (www. shopviridian.com), LiveViridian ( and in each Associate s Back Office. However, in rare circumstances, Viridian may allow an Associate to use live and virtual events, promotional materials, training aids or other literature that the Associate has developed. If an Associate wishes to use such self-produced materials, the Associate must submit the materials to the Viridian Compliance Department (compliance@viridian.com) for review. Unless the Associate receives express written approval from the Viridian Compliance Department, the Associate shall not be permitted to use self-produced materials. Viridian will not permit Associates to sell sales aids, including event tickets that promote, educate or train the Viridian Opportunity to other Associates without prior express written approval by the Viridian Compliance Department (compliance@viridian.com). Additionally, Associates who receive authorization from the Compliance Department to produce their own sales aids may not sell such material for profit to any other Associate, but may recover out-of-pocket costs for such materials and events. Associates may not produce, or reproduce for sale or distribution any recorded Viridian events or speeches without the express written approval from the Compliance Department. Nor may Associates reproduce for sale or for personal use any recording of audio or video presentations produced by or for Viridian. Viridian reserves the right to rescind approval for any promotional materials, sales tools or other literature or events and Associates waive all claims for damages or compensation arising from or relating to such rescission Advertising and Marketing The following section deals with the subject of advertising and marketing. For purposes of clarification, advertising is defined as the action of calling something to the attention of the public. Marketing is defined as the process or technique of promoting, selling and distributing a product or service. With regard to both of these topics, an Associate is not allowed to advertise or market to Customers unless the Associate utilizes the materials provided in the Associate s Back Office, LiveViridian (www. liveviridian.com) or Shop Viridian ( Associates are prohibited from creating any materials (e.g., banners, flyers, letters) that would be used to advertise or market to Customers. An Associate is not allowed to advertise/market to Associates unless the Associate utilizes the materials provided in the Associate s Back Office, LiveViridian ( or Shop Viridian ( In those rare instances where an Associate wishes to create a piece of marketing material that would be used to advertise or market to Associates that is not already provided in the Design Center, the Associate may do so as follows: The Associate must first submit a draft of the material created along with a completed Advertising/Marketing Form to the Viridian Compliance Department (compliance@ viridian.com). This form will be reviewed by the Viridian Compliance Department and may be considered for approval on a case-by-case basis. Requests will be reviewed within two (2) to five (5) business days whenever possible. Unless express written approval is received by the requesting Associate, the request shall be deemed denied. Effective August 10,

20 Likewise, advertising/marketing, and particularly advertising/marketing that is considered high exposure (e.g., billboards, magazines, newspapers, radio, television), is not allowed for Customers. However, advertising/ marketing may be considered for Associates with the express written approval of the Viridian Compliance Department The Associate must first submit a draft of the material created along with a completed Advertising/Marketing Form to the Viridian Compliance Department (compliance@viridian.com). This form will be reviewed by the Viridian Compliance Department and may be considered for approval on a case-by-case basis in Viridian s sole and absolute discretion. Unless express written approval is received by the requesting Associate, the request shall be deemed denied Search Engine Advertising An Associate may use paid search engine advertising (e.g., Bing, Google) with Viridian approved phrases available from the Viridian Compliance Department to promote Viridian products and services or the Viridian Opportunity. Associates must submit requests to the Viridian Compliance Department (compliance@viridian. com) to receive the express written approval prior to engaging the use of paid search engine advertising. Associates receiving approval to engage in search engine advertising acknowledge that the success, or lack thereof, of search engine advertising is not the responsibility of Viridian Associate Replicated Websites If an Associate desires to utilize an Internet Web page to promote his, her or its Viridian business, the Associate may do so through the Personal Website provided by Viridian. These websites seamlessly link to the official Viridian website, giving the Associate a professional and Viridian-approved presence on the Internet. No Associate may independently design a website that uses Viridian trademarks, trade names, logos or copyrighted materials, or that otherwise promotes (directly or indirectly) Viridian products or services or the Viridian Opportunity except as provided in Sections and Nor may any Associate use blind ads on the Internet that make claims or representations that are ultimately associated with Viridian product or services or the Viridian Opportunity. Except as specifically provided in Sections and 4.9.7, the use of any other Internet website or Web page to promote the sale of Viridian products or services or to promote the Viridian Opportunity is prohibited. Residual Fundraising Program ( RFP ) Associates are provided with a Standard Personal Website free of charge beginning at the time of their enrollment through the term of their Agreement with Viridian. Associates have the right to cancel their Personal Website at any time, regardless of reason. To cancel a Personal Website please go to the Back Office and click on the My Account tab. Select the Personal Website and then click on the red X on the personal website subscription, then follow the prompts. If you have any questions you may contact Viridian Associate Services Team (askv@viridian.com) from the Associate s address on file. You may also submit a cancellation to Viridian s principal business address (1055 Washington Blvd., Stamford, CT 06901). The written notice must include printed name, address, Associate Identification Number and signature Links and Banner Ads Associates may place banner ads and links to their Personal Website on third-party websites, provided that the Associate uses Viridian approved banner ads, templates and images. The third-party website: a) Shall not contain any content or material that could be construed as unlawful, offensive, controversial or distasteful; b) Shall not contain content and materials that are not appropriate for all age groups; and c) Must strictly adhere to all of the Marketing Don ts. 19 August 10, 2014