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POLICIES AND PROCEDURES

General

These Policies and Procedures, in their present form and as amended from time to time at Matrix Systems’s discretion, are incorporated into the Matrix Systems Independent Software Partner User Agreement. They are the terms and conditions of the Independent Software Partner's contract with Matrix Systems. It is the responsibility of each Independent Software Partner to read, understand, adhere to, and ensure that he/she is aware of and operating under the most current version of these Policies and Procedures. You must also comply with the description of the Compensation Plan and honor all applicable laws in the country in which you operate your Matrix Systems business.

The words "company" and "MSL" and “ZUKUL”, when used in these documents, refer to Matrix Systems Ltd, and the term "ISP" means "Independent Software Partner". An Independent Software Partner is an independent contractor, not an employee of MSL.

The purpose of the Independent Software Partner Agreement is: to define the relationship between MSL and the ISP; to set standards of acceptable business behavior; to assist ISP in building and protecting their business.

Changes - The Company may from time to time amend the terms and conditions of the ISP User Agreement, Policies and Procedures, Compensation Plan and Software Price List. Amendments shall be effective upon notification of the changes in official MSL publications, website(s), and/or electronic notifications distributed to all active ISPs.

Consequences of Delays, Closures and Platform Set Up Mistakes - MSL shall not be responsible for delays and failures in performing its obligations due to circumstances beyond its reasonable control, such as strikes, labor difficulties, riots, war, fire, death, curtailment or interruption of a source of supply, government decrees or orders, cyber hacking, currency exchange issues, cryptocurrency trading platform temporary shutdowns and/or closures, the consequences of an ISP clicking the relevant button on the trading platforms for withdrawing cryptocurrencies, and any other trading platform set up mistakes made by the ISP in direct conflict with MSL trainings and guidelines, etc.

Policies and Provisions Severable - If any provision of the Independent Software Partner User Agreement as it currently exists or as may be amended is found to be invalid, illegal, or unenforceable for any reason, only the invalid provision will be severed from the Independent Software Partner User Agreement; the remaining terms and provisions shall remain in full force and effect and shall be construed as if such invalid, illegal, or unenforceable provision never comprised a part of the Independent Software Partner User Agreement.

Titles Not Substantive - The titles and headings to these Policies and Procedures are for reference purposes only and do not constitute, and shall not be construed as, substantive terms of the Independent Software Partner User Agreement.

Waiver - MSL never forfeits its right to require ISP compliance with the Independent Software Partner User Agreement or with applicable laws and regulations governing business conduct. Only in rare circumstances will a policy be waived, and such waivers will be conveyed in writing by the Compliance Officer or an officer of the company. The waiver will apply only to that specific case.

Becoming an ISP - The requirements to become an ISP: Be at least the age of majority in your country of residence; reside in a geographic area where MSL has been approved for business; fully read and accept the MSL Policies and Procedures, Full Compensation Plan, Income Disclaimers, Independent Software Partner Agreement, Terms of Use, Privacy Policy and Refund Policy; as an independent contractor, assume all appropriate responsibilities for accounting for income tax, insurances and expenses to support your business. MSL reserves the right to accept or reject any application for any reason.

Username Identification and ISP Number - When MSL receives and accepts a new ISP account registration, MSL will assign a unique ISP Number to that Independent Software Partner. ISP must use their ISP Number whenever they communicate with a MSL Representative regarding business matters.

ISP Benefits - Once MSL accepts an Independent Software Partner Application and Agreement, the benefits of the Compensation Plan and the Independent Software Partner Agreement are available to the new ISP. These benefits include the right to: purchase MSL software products and services; participate in the MSL Compensation Plan (receive bonuses and commissions, if eligible); sponsor other individuals as Customers or ISP into the MSL business and thereby build a Downline Organization and progress through the MSL Compensation Plan; receive MSL literature and other MSL communications; participate in MSL-sponsored support, service, training, motivational, and recognition functions upon payment of appropriate charges, if applicable; participate in promotional and incentive contests and programs sponsored by MSL for its ISPs; ISP may retail MSL software products or services and profit from these sales.

Operating as an Independent Software Partner

Actions of Household Members or Affiliated Individuals - If any member of an ISP’s immediate household engages in any activity which, if performed by the ISP would violate any provision of the Independent Software Partner User Agreement, such activity will be deemed a violation by the ISP.

Adherence to the MSL Compensation Plan – an ISP must adhere to the terms of the MSL Compensation Plan as set forth in official MSL literature or official MSL website(s). ISP shall not offer the MSL opportunity through, or in combination with, any other opportunity or unapproved method of marketing (unless approved by MSL Corporate or Compliance Department). ISP shall not require or encourage other current or prospective Customers or ISPs to participate in MSL in any manner that varies from the program as set forth in official MSL literature. ISP shall not require or encourage other current or prospective Customers or ISPs to execute any agreement or contract other than official offline or online MSL agreements and contracts in order to become an ISP. Similarly, ISP shall not require or encourage other current or prospective Customers or ISPs to make any purchase from, or payment to, any individual or other entity to participate in the MSL Compensation Plan, other than those purchases or payments identified as recommended or required in official MSL literature or official MSL websites(s).

Advertising

In general - ISP must avoid all discourteous, deceptive, misleading, illegal, unethical, or immoral conduct or practices in their marketing and promotion of MSL, the MSL opportunity, the Compensation Plan, and MSL's software products. No ISP may produce unauthorized sales, marketing, and support materials to market or promote MSL, the MSL opportunity, the Compensation Plan, MSL's products, or their MSL businesses (unless approved by MSL Corporate or Compliance Department in writing).

All ISP may only use sales aids and support materials produced or currently approved by MSL. Sales, marketing and support materials include, but are not limited to, training and recruiting information, brochures, flyers, pamphlets, posters, postcards, letters, classified advertisements, etc. promoting MSL's software products and services, as well as e-mail messages, voice mail message recordings, and Internet Websites used to publicize MSL, its software products, services, or Compensation Plan. If ISP does use his/her own materials or marketing methods, the ISP must contact MSL Compliance for pre-approval. Otherwise, use of such information in unauthorized.

Media Inquiries - ISP must refer all media inquiries regarding MSL to the MSL Compliance Department. This will ensure that accurate and consistent information reaches the general public.

Trademarks and Copyrights - An ISP may not use the MSL trademark or trade name or corporate logo to promote their independent business. Rather, they must use the "Independent Software Partner" logo to promote their business. A reproducible copy of the logo can be obtained from MSL. However, this logo may only be used on personal stationery and specifically approved literature but not on clothing, signage, or motor vehicles (unless pre-approved by MSL Compliance). ISP may describe themselves as an "Zukul.Trade Independent Software Partner" in the business pages of offline and online telephone directories. ISP should not answer the telephone in any manner that might indicate or suggest that the caller has reached a MSL corporate office. ISP may not record or reproduce materials from any MSL corporate function, event, speech, etc. (unless pre-approved by MSL Compliance). ISP may not record, reproduce, or copy any presentation or speech by any MSL spokesperson, representative, speaker, officer, director, or other ISP. ISP may not reproduce or copy any recording of a MSL-produced media presentation including audio tapes, videotapes, CDs, etc. ISP may not publish, or cause to be published, in any written or electronic media, the name, photograph or likeness, copyrighted materials, or property of individual Independent Software Partners with MSL without express written authorization from the individual and/or MSL. Independent Software Partners may not publish, or cause to be published, in any written form or electronic media, the copyrighted materials or property of MSL, without express written authorization from MSL.

Use of Independent Software Partner’s Name, Likeness, and Image - Independent Software Partner’s consents to MSL's use of his/her name, testimonial (or other statements about MSL, its products or opportunity in printed or recorded form, including translations, paraphrases, and electronic reproductions of the same), and image or likeness (as produced or recorded in photographic, digital, electronic, video or film media) in connection with advertising, promoting, and publicizing the MSL opportunity or products, or any MSL-related or -sponsored events.

Web Policy

If an ISP desires to utilize an Internet web page to promote his or her business, he or she may do so through Company authorized services only.

A. General
It is your obligation to ensure your online marketing activities are truthful, are not deceptive and do not mislead customers or potential ISPs in any way. Websites and web promotion activities and tactics that mislead or are deceptive, regardless of intent, will not be allowed. This may include representation in any manner that you are an authorized representative for ZUKUL, spam linking (or blog spam), unethical search engine optimization (SEO) tactics, misleading click-through ads (i.e., having the display URL of a PPC campaign appear to resolve to an official MSL Corporate Site when it goes elsewhere), unapproved banner ads and unauthorized press releases. MSL will be the sole determinant of truthfulness as to whether specific activities are misleading or deceptive.

B. Domain Names, Email Addresses and Online Aliases
You cannot use or register domain names, email addresses and/or online aliases that could cause confusion or be misleading or deceptive, in that they cause individuals to believe or assume the communication is from, or is the property of ZUKUL, by showing up as the sender of an email.

Examples of the improper use include but are not limited to:

ZUKUL@msn.com; www.ZUKULDirect.com; www.facebook.com/ZUKUL or derivatives as described herein.

Examples of permitted URLs, email addresses and online aliases might appear as follows: facebook.com/iloveZUKUL; johnsmith@ZUKULISP.net.

Determinations as to what could cause confusion, mislead or be considered deceptive is at the sole discretion of MSL. If you have a question whether your chosen name is acceptable, you may submit it to teamzukul@gmail.com for review before use.

C. Approved ISP Websites
The term ISP Website refers to the ISP Website offered by MSL or an approved vendor to affiliates. The term Social Media Website refers to any site that is not specifically prohibited within the terms and conditions of this Agreement, such as Facebook.com, MySpace.com, Twitter.com, YouTube.com, personal blogs or other personal websites.

D. Online Retailing
Approved affiliate websites are intended to provide the ISP with the tools and means for generating leads, prospecting business, communicating with others, selling products and services, and otherwise advancing your ZUKUL business. You may promote and sell ZUKUL services on any other online retail store or e-commerce site, and you may enlist or knowingly allow a third party (customer) to sell ZUKUL products on any online retail store or ecommerce site.

Social Media sites such as Facebook may also be used to promote your ZUKUL business. You must provide approved ZUKUL links to your ISP replicated website for sales and order processing. All online sales of ZUKUL products must take place and be produced through the ISP Replicated Website (or corporate site).

E. Banner Advertising
You may place banner advertisements on a website, provided you use MSL approved templates and images. All banner advertisements must link to your ISP Website. You may not use blind ads or web pages that make non-compliant product or income claims that are ultimately associated with ZUKUL products or the ZUKUL business opportunity.

F. Spam Linking
Spam linking is defined as multiple consecutive submissions of the same or similar content into blogs, wikis, guest books, websites or other publicly accessible online discussion boards or forums, and is not allowed. This includes blog spamming, blog comment spamming and/or spam dexing. Any comments you make on blogs, forums, guest books etc. must be unique, informative and relevant.

G. Social Networking Sites
You may use social networking websites (Facebook, MySpace, LinkedIn, blogs, forums and other social shared interest sites) to share information about the ZUKUL product, mission and business opportunity and for prospecting and sponsoring. However, these sites may not be used to sell or offer to sell specific ZUKUL services.

Profiles you generate in any social community where you mention or discuss ZUKUL must clearly identify you as a ZUKUL Independent ISP and must appear as described herein. When you participate in those communities, you must avoid inappropriate conversations, comments, images, video, audio, applications or any other adult, profane, discriminatory or vulgar content. The determination of what is inappropriate is at MSL’s sole discretion, and offending ISPs will be subject to disciplinary action and/or termination.

You agree that you will immediately take down a non-compliant site at the request of MSL. Appeals regarding compliance may be submitted after the site has been taken down. Appeals should be directed to the email address set forth in the policy addressing dispute resolutions.

H. Sponsored Links/Pay-Per-Click (PPC) Ads
Sponsored links or pay-per-click ads (PPC) are acceptable. The destination URL must be to your ISP Website. The display URL must also be to your ISP Website and must not portray any URL that could lead the user to assume they are being led to a ZUKUL Corporate site, or be inappropriate or misleading in any way.

I. External Websites
You are allowed external websites to promote your ZUKUL business and the ZUKUL opportunity. If you wish to use an external website, you must do the following:

a) Identify yourself as an Independent ISP for ZUKUL.

b) Use only the approved images and wording authorized by MSL.

c) Adhere to the branding, trademark and image usage policies described in this Agreement.

d) Agree to modify your website to comply with current or future MSL policies.

You are solely responsible and liable for your own website content, messaging, claims and information, and must ensure your website appropriately represents and enhances the ZUKUL brand and adheres to all ZUKUL guidelines and policies. Additionally, your website must not contain disingenuous popup ads or promotions or malicious code. Decisions and corrective actions in this area are at MSL’s sole discretion. You are encouraged to use the approved ZUKUL images that are available through the business suite.

J. MSL ISP Image Mandate
When using a Social Media or external website it must contain:

a) A ZUKUL ISP Logo from the approved templates.

b) Your Name and Title (example: Joan Arc, Independent ISP, ZUKUL).

c) A link to your ISP Replicated Website.

Although ZUKUL brand themes and images are desirable for consistency, anyone landing on your page needs to clearly understand that they are at an Independent ISP site, and not a ZUKUL Corporate page.

K. Advertised Price
You may not advertise any of ZUKUL’s services at a price LESS than the highest Company published price of the equivalent service. No special enticement advertising is allowed. This includes, but is not limited to, offers of free membership or other such offers that grant advantages beyond those available through the Company.

L. Generic Business Advertisements
If you advertise via newspaper or other advertising venues, the following rules apply:

a) No advertisement may imply that a job, position, salary or any type of employment is allowed.

b). No advertisement may promote, represent or imply salaried positions, management positions, hourly wages, full or part-time employment, or guaranteed incomes. The ZUKUL opportunity is not a job, and may not be presented as such. Terms such as “manager trainee,” “management positions available,” “travel provided,” “call for interview,” “positions available,” “now hiring,” and other misleading statements are not allowed.

c). No specific income can be promised or implied, and any references to compensation must use the word “commissions” to indicate the independent contractor status of ISPs.

d). Advertisements may not contain references to ZUKUL or its services and may not use any of ZUKUL’s trademarks or trade-names.

Any requests for variances from the above rules must be submitted to ZUKUL and approved in writing prior to publication. Please direct any inquiries to teamzukul@gmail.com.

M. Media and Media Inquiries
ISPs must not initiate any interaction with the media or attempt to respond to media inquiries regarding ZUKUL, its services, or their independent ZUKUL business. All inquiries by any type of media must be immediately referred to ZUKUL’s Compliance Department. This policy is designed to ensure that accurate and consistent information is provided to the public, as well as a proper public image.

N. Unsolicited Email and Fax Communication
ZUKUL does not permit ISPs to send unsolicited emails, unless such emails strictly comply with applicable laws and regulations, including, without limitation, the federal CAN SPAM Act. Any email sent by an ISP that promotes ZUKUL, the ZUKUL opportunity or ZUKUL services, must comply with the following:

a) There must be a functioning return email address to the sender.

b) There must be a notice in the email that advises the recipient that they may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (a functioning “opt-out” notice).

c) The email must include the ISP’s physical mailing address.

d) The email must clearly and conspicuously disclose that the message is and advertisement or solicitation.

e) The use of deceptive subject lines and/or false header information is prohibited.

f) All opt-out requests, whether received by email or regular mail, must be honored. If an ISP receives an opt-out request from a recipient of an email, the ISP must forward the opt-out request to the Company. ZUKUL may periodically send commercial emails on behalf of ISPs. By entering into the ISP Agreement, ISP agrees that the Company may send such emails and that the ISP’s physical and email addresses will be included in such emails, as outlined above. ISPs shall honor opt-out requests generated as a result of such emails sent by the Company. Except as provided in this section, ISPs may not use or transmit unsolicited faxes or use an automatic telephone dialing system relative to the operation of their ZUKUL businesses.

Indemnification

An ISP is fully responsible for all of his or her verbal and/or written statements made regarding ZUKUL services and the Compensation Plan, which are not expressly contained in Official ZUKUL Materials. ISPs agree to indemnify ZUKUL and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by ZUKUL as a result of the ISP’s unauthorized representations or actions. This provision shall survive the cancellation of the ISP Agreement.

Independent Software Partners Claims and Representations

Trading Profit Claims – ISP must not make claims that MSL’s software will produce any guarantee profits of any kind. There are many variables which affect the performance of the software such as market conditions, cryptocurrency volatility, day and time of trade, just to mention of few variables. Thus there is no way predict trading software results. You can only mention performance characteristics as contained in official MSL literature.

Income Claims – ISP’s may not make income projections or claims or disclose their MSL income (including the showing of checks, copies of checks, bank statements, or trading results) when presenting or discussing the MSL opportunity or Compensation Plan, except as set forth in official MSL literature.

Unauthorized Recruiting - As an independent contractor, ISP’s may participate in other direct selling or network marketing or multi level marketing ventures (collectively, "multi level marketing"), and ISP’s may engage in selling activities related to non-MSL products and services, if they desire to do so. Although an ISP may elect to participate in another multi level marketing opportunity, he/she is prohibited from unauthorized recruiting activities, which include the following: recruiting or enrolling MSL customers or ISP’s for other multi level marketing business ventures, either directly or through a third party. This includes, but is not limited to, presenting or assisting in the presentation of other multi level marketing business ventures to any MSL Customer or ISP, or implicitly or explicitly encouraging any MSL Customer or ISP to join other business ventures. It is a violation of this policy to recruit or enroll a MSL Customer or ISP for another multi level marketing business, even if the ISP does not know that the prospect is also a MSL Customer or ISP; producing any literature, tapes, or promotional material of any nature for another multi level marketing business which is used by the ISP or any third person to recruit MSL Customers or ISP for that business venture; selling, offering to sell, or promoting any competing products or services to MSL Customers or ISP. Only exception to this rule are that direct customer and personal enrollees of the ISP can be exposed to a product or service (first level, personally sponsored only). MSL may cancel the ISP’s agreement for violations to this provision. In addition, when an ISP participates in other multi level marketing ventures, the ISP may not participate in any MSL leadership meetings, conferences, qualification seminars, and the like.

Post cancellation Solicitation Prohibited - A former ISP shall not directly or through a third party solicit any ISP or Customer to enroll in any direct sales, network marketing, or multi level marketing program or opportunity for a period of one (1) year after the cancellation of an individual or entity's ISP User Agreement. This provision shall survive the expiration of the ISP obligations to MSL, pursuant to the ISP User Agreement.

Targeting Other Direct Sellers - Should ISPs engage in solicitation and/or enticement of members of another direct sales company to sell or distribute ZUKUL services, they bear the risk of being sued by the other direct sales company. If any lawsuit, arbitration or mediation is brought against an ISP alleging that they engaged in inappropriate recruiting activity of its sales force or Customers, ZUKUL will not pay any of  the ISP’s defense costs or legal fees, nor will ZUKUL indemnify the ISP for any judgment, award or settlement.

Downline Genealogy Reports - The MSL Downline Genealogy Reports are confidential and contain proprietary business trade secrets. An ISP may not use the reports for any purpose other than for developing their MSL business. During any term of the ISP User Agreement and for a period of five (5) years after the termination or expiration of the ISP User Agreement between Independent Software Partner and MSL, for any reason whatsoever, an ISP shall not, on his/her own behalf or on behalf of any other person, partnership, association, corporation, or other entity: disclose any information contained in the reports to any third party; use the reports to compete with MSL; or recruit or solicit any ISP or Customer listed on the reports to participate in other multi level marketing ventures. This provision shall survive the termination or expiration of this Agreement.

Corporation, Partnerships, and Trusts - A corporation, partnership, or trust (collectively referred to in this section as an "Entity") may apply to be an ISP by submitting its Certificate of Incorporation, Partnership Agreement, or trust documents (these documents are collectively referred to as the "Entity Documents") to MSL along with a properly completed Corporation, Partnership DBA Registration Form. An ISP may change its status under the same sponsor from an individual to a partnership, corporation, or trust, or from one type of entity to another. To do so, the ISP must provide the entity documents and a properly completed ISP Agreement and the appropriate registration form. The Corporation, Partnership DBA Registration Form must be signed by all of the directors, shareholders, partners, trustees, or other individuals having ownership interest in the business. Members of the entity are jointly and severally liable for any indebtedness or other obligations to MSL. As set forth herein, individual may participate directly or indirectly in more than one ISP but must be enrolled by the same sponsor. It is the responsibility of those persons involved in the Entity to conform to the laws of the state in which their Entity is formed. MSL reserves the right to approve or disapprove any Independent Software Partner Application and Agreement submitted by an Entity. For the purpose of recognition and rewards, MSL will only recognize a maximum of two persons in the Entity. The Entity must nominate each year, at its Independent Software Partner renewal time, the two nominees who may be the recipients of any recognition, rewards, trips, and the like which the entity becomes entitled to participate in.

Deceptive Practices - ISP must fairly and truthfully explain the MSL products, opportunity, Compensation Plan, and Policies and Procedures to prospective ISP’s. This includes: Being honest and thorough in presenting material from the MSL Compensation Plan to all potential ISP’s; making clear that income from the MSL Compensation Plan is based on software sales and not merely on sponsoring other ISP’s; ISP shall not make trading profit claims; making estimates of profit that are based on reasonable predictions for what an average ISP would achieve in normal circumstances; representing that past earnings in a given set of circumstances do not necessarily reflect future earnings; not misrepresenting the amount of expenditure that an average ISP might incur in carrying on the business; not misrepresenting the amount of time an average ISP would have to devote to the business to achieve the profit estimated, and not stating that profits or earnings are guaranteed for any individual ISP; never stating or inferring that you will build a downline organization for anyone else; never stating that profits or earnings are guaranteed for an individual ISP; and never stating that any consumer, business, or government agency has approved or endorsed the MSL products or its Compensation Plan.

Independent Contractor Status – ISP’s are independent contractors and are not purchasers of a franchise or business opportunity. The agreement between MSL and its ISP does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and the ISP. All ISP’s are responsible for paying their own income and employment taxes. ISP will not be treated as employees for any purpose including, but not limited to, workers compensation, superannuation, or insurance. Each ISP is encouraged to establish his/her own goals, hours, and methods of sale, so long as he/she complies with applicable laws and the terms and conditions of the ISP User Agreement.

International - ISP may sell and promote MSL's software products, opportunity, and services or recruit or enroll any potential ISP or customer only in countries in which MSL is approved for business, as announced in official MSL communications. If an ISP desires to conduct business in an authorized country other than the one in which they are an ISP, he/she must comply with all the applicable laws and regulations for that country.

Adherence to Laws and Ordinances - You must obey all laws that apply to your business in all jurisdictions and Countries you are conducting MSL business.

One ISP per Account - An ISP may operate, receive compensation from, or have an ownership interest, legal or equitable, as a sole proprietorship, partner, shareholder, trustee, or beneficiary, in only one ISP account. However, notwithstanding this rule, your spouse and their children who are of legal age may become an ISP and operate their individual ISP’s as long your spouse and family member’s ISP accounts are placed below one of your ISP account and not in a cross line sales organization. The ISP accounts must be a bona fide ISP that is operated by the person listed on the agreement and not by the owner of the first ISP. ISP shall not use business entities, trusts, or other devices to avoid this policy. An exception to this policy will be considered on a case-by-case basis if two ISP marry or in cases of a ISP receiving an interest in another ISP account through inheritance from an immediate family member. Requests for exceptions to this policy must be submitted in writing to the Compliance Department.

Sale, Transfer, or Assignment of ISP - An ISP may not sell, transfer, or assign their ISP rights to any person or entity without MSL's express written approval. To obtain approval, you must: be an ISP in good standing as determined by MSL in its sole discretion; before any transfer will be approved by MSL, any debt obligations the selling ISP has with MSL must be satisfied; the transferring ISP must be in good standing and not in violation of any of the terms of the ISP User Agreement or these Policies and Procedures, to transfer his/her ISP; the combining of ISP is not permitted. MSL will not approve the transfer of an ISP to any individual or Entity that is a current ISP or who has an ownership interest in any ISP. Similarly, MSL will not approve the transfer of an ISP to any individual or Entity that has previously had any ownership interest in or operated, an ISP; no individual Business Centers may be transferred separately from the ISP. If an ISP wishes to transfer his/her ISP account, all Business Centers must be included in the transfer; the transferring ISP must notify the MSL Compliance Department of his/her intent to transfer the ISP account by completing and submitting a signed Transfer of ISP and ISP Application Form. No changes in line of sponsorship can result from the transfer of an ISP; the transferee must be eligible to become an ISP and be acceptable to MSL in every respect.

Separation of an ISP - If ISP’s wish to dissolve their jointly held ISP, they must do so in such a way as to not disturb the income or interests of their Up line and Down line Organizations. ISP should consider the following when deciding whether or not to dissolve a jointly held ISP: if a jointly owned ISP is dissolved, anyone of the joint owners may operate the ISP, but the other joint owners must relinquish their rights to, and interests in, the ISP; MSL cannot divide a Down line Organization, nor can it split commission or bonus checks between the joint owners; if a jointly owned ISP is dissolved, the individual(s) who relinquished ownership in the original ISP may apply as new ISP under any Sponsor but may not purchase or join an existing ISP.

Succession - If an ISP dies or becomes incapacitated, his/her rights to commissions, bonuses, and Down line Organization, together with all ISP responsibilities, will pass to his/her successor(s). Upon death or incapacitation, the successor(s) must present the MSL Compliance Department with proof of death or incapacitation, along with proof of succession, such as a Grant of Probate or an Enduring Power of Attorney, and a properly completed ISP Application and Agreement. You may inherit and retain another ISP even though you currently own or operate an ISP.

Taxes - ISP must comply with all relevant taxation legislation. ISP should seek professional advice from their own accountant or tax advisor as to how to keep proper business records and account for tax aspects of their independent business. ISP’s MSL income may be subject to income tax and so must be properly accounted for in annual income tax returns. ISP’s conducting their MSL business in a business-like manner may also be entitled to deduct certain expenses incurred in earning their MSL income. Such expenses should be properly recorded and evidenced with receipts.

Telephone and Email Solicitation - The use of any automated telephone solicitation equipment in connection with the marketing or promotion of MSL, its products, or the MSL opportunity is strictly prohibited. The use telemarketing operations to sell software products or services over the telephone, or to recruit ISP’s, is strictly prohibited. ISP’s are also forbidden from sending unsolicited e-mail messages or "spamming" to sell products or to recruit ISP. ISP should also make themselves familiar with relevant privacy legislation.

Territories - There are no exclusive territories for marketing MSL software products or services, nor shall any ISP imply or state that he/she has an exclusive territory to market MSL products or services.

Trade Shows and Expositions - ISP may display and/or sell MSL products at trade shows and expositions, but may not display or sell MSL products at swap meets, garage sales, flea markets, or farmers' markets as these events are not conducive to the image MSL wishes to portray. MSL cannot supply inventory on consignment to ISP operating stands at such events. All literature displayed at the event must be official MSL literature and must clearly identify the individual(s) as Independent Software Partners.

The Data Management Rule - The Data Management Rule is intended to protect the Line of Sponsorship (hereinafter referred to as "LOS") for the benefit of all ISPs, as well as ZUKUL. LOS information is information compiled by ZUKUL that discloses or relates to all or part of the specific arrangement of sponsorship within the ZUKUL business, including, without limitation, ISP lists, sponsorship trees, and all ISP information generated there from, in its present and future forms. The ZUKUL LOS constitutes a commercially advantageous, unique, and proprietary trade secret (Proprietary Information), which it keeps proprietary and confidential and treats as a trade secret. ZUKUL is the exclusive owner of all Proprietary Information, which is derived, compiled, configured, and maintained through the expenditure of considerable time, effort and resources by ZUKUL and its ISPs. Through this Rule, ISPs are granted a personal, non-exclusive, non-transferable and revocable right by ZUKUL to use Proprietary Information only as necessary to facilitate their business as contemplated under these Policies and Procedures.

Governmental Approval or Endorsement - Neither federal nor state regulatory agencies nor officials approve or endorse any direct selling or network marketing companies or programs. Therefore, ISPs shall not represent or imply that ZUKUL or its Compensation Plan have been “approved,” “endorsed” or otherwise sanctioned by any government agency.

Identification - All ISPs are required to provide their Social Security Number, Federal Employer Identification Number or their Government Issued ID Number to ZUKUL, either on the ISP Agreement or at the Company’s request.

Transfer of Sponsorship

Conflicting Enrollments - Every prospective ISP has the ultimate right to choose his/her own Sponsor. As a general rule, the first ISP who does meaningful work with a prospective ISP is considered to have first claim to sponsorship. Basic tenets of common sense and consideration should govern any dispute that may arise. In the event that a prospective ISP or any ISP on behalf of a prospective ISP, submits more than one ISP Application and Agreement to MSL, listing a different Sponsor on each, the Company will only consider valid the first ISP Application and Agreement that it receives, accepts, and processes. If there is any question concerning the sponsorship of an ISP, the final decision will be made by MSL.

Change of Sponsorship and Cross-line recruiting - MSL will not permit any change in the line of sponsorship except in the following circumstances: where an ISP has been fraudulently or unethically induced into joining. If you terminate your ISP in writing you may rejoin under the Sponsor of your choice after a period of four (4) months; following termination of your ISP, you may participate as a Customer during the four (4) month period. In the event you terminate your ISP, you forfeit all rights, bonuses, and commissions under your previous line of sponsoring. You may not avoid compliance with this policy through the use of DBAs, assumed names, corporations, partnerships, trusts, spouse names, fictitious ID numbers, etc. If you have been "inactive" (i.e., no purchases or sales of MSL products or participation in any other form as an ISP) for a period of four (4) successive months, you may terminate your ISP in writing and rejoin immediately under the Sponsor of your choice. Cross-line raiding is strictly prohibited.

"Cross-line raiding" is defined as the enrolment or attempted enrolment of an individual or Entity that already has a current ISP User Agreement on ISA with MSL, or who has had such agreement within the preceding six (6) calendar months within a different line of sponsorship. The use of trade names, DBAs, assumed names, corporations, partnerships, trusts, spouse names, fictitious ID numbers or any other vehicle to circumvent this policy is prohibited. ISP may not demean, discredit, or invalidate other ISP in an attempt to entice another Independent Software Partner to become part of the first ISP's Downline Organization.

Responsibilities of Independent Software Partners and Sponsors

Ongoing Supervision, Training, and Sales - Any ISP who sponsors another ISP into MSL must train the new ISP in product knowledge, effective sales techniques, the Compensation Plan, and the Policies and Procedures. ISP must also supervise and monitor ISP in their Downline Organization to ensure they conduct business professionally and ethically, promote sales properly, and provide quality customer service. As an ISP progresses through the various levels of leadership, his/her responsibilities to train and motivate downline ISP will increase.

Non-Disparagement - In setting the proper example for their downline, ISP must not disparage other ISP, MSL's Products, the Compensation Plan, or the Company's employees. Such disparagement constitutes a material breach of these Policies and Procedures.

Holding Applications or Orders - All ISP must forward to MSL any forms and applications they receive from other ISP or applicant ISP, or Customers or applicant Customers, on the next business day after which the forms or applications are signed.

Reporting Policy Violations - ISP should report any observed violations of a policy violation to the MSL Compliance Department.

Terms and Renewal of a ZUKUL Business

An ISP must renew their ISP status monthly by submitting the appropriate renewal fee. This payment is due on the anniversary, thirty (30) days of the ISP acceptance date. If the ISP allows his or her business to expire due to nonpayment of the renewal fee, the following will happen:

A.    ISP's access to the tools is blocked. ISC will have 3 days to renew his/her account.

B.    ISP stops earning any commissions. His/her first available paying up-line will earn his/her commissions while his/her account is expired, as soon as he/she renews the account then he/she will start earning commissions again.

C. If ISP renews his/her account within the 3-day period then he/she immediately gains access to the tools and starts earning commissions again. His/her renewal-date remains the same, for example if his/her renewal-date is 01/01/2015 but he/she renews on the 03/01/2015 then his/her next renewal-date will still be 01/02/2015.

D. If ISP pays for a higher package (Intermediate or Advanced), the new package will commence upon payment and the start date will also be set to that time.

E. If ISP doesn’t renew his/her account within the 3-day period then he/she is removed from the funnel, he/she stops earning commissions, the funnel is compressed and the 50% matching bonus gets paid to the first available paying up-line.


Upgrading and Downgrading - When a ISP pays for an upgrade to a higher level then his/her new start-date is set to the moment of payment and the account is updated immediately.

When a ISP downgrades to a lower level then his/her new start-date remains the same as his/her current package and the account is downgraded at the moment of expiration of the current package.

When downgrading from an advanced or intermediate package to a beginners package the ISP loses his/her position in the funnel, he/she stops earnings from the funnel and stops receiving the 50% matching bonus but continues to receive affiliate earnings.

ISP cannot downgrade to a lower package immediately, but must wait till the existing package expires.

When downgrading to a free package the ISP stops receiving all earnings.

ISP never loses his/her link with his/her directs, so if an expired ISP at any point in the future decides to upgrade again then he/she will immediately resume earning the 50% matching bonus from all of his/her directs.

 

Bonuses and Commissions

Bonus and Commission Cycles - MSL regularly pays commissions to the ISP’s Account located in the ISP Back Office. An ISP must review his/her commissions and report any errors or discrepancies to MSL within ten (10) days from the date of the commission payment. Errors or discrepancies which are not brought to MSL's attention within the 10 day period will be deemed waived by the ISP.

Adjustment of Bonuses and Commissions – ISP’s earn commissions and bonuses based on software product sales to End Consumers. Accordingly, MSL will adjust commissions and bonuses earned from any sale when the ISP or any other End Consumer returns the sold software product for a refund. MSL will deduct the sales volume (PV) attributable to the returned product from the Upline ISP's group volume within the first two (2) weeks after the refund is given.

Loss of Rights to Commissions - You must be an active ISP and in compliance with the terms of the Independent Software Partner User Agreement to qualify for commissions and bonuses.

Withdrawals - ISP who provide MSL with an incomplete or invalid Bitcoin address will lose any funds that were attempted to be withdrawn to the wrong address.

Dispute Resolution and Disciplinary Proceedings between Independent Software Partner

Grievances and Complaints - When an Independent Software Partner has a grievance or complaint with another Independent Software regarding any practice or conduct in relationship to their respective MSL businesses, the complaining Independent Software Partner should first discuss the problem with the other Independent Software Partner. If this does not resolve the problem, the complaining Independent Spftware Partner should report the problem to his/her up line to resolve the issue at a local level. If the matter cannot be resolved, it must be reported in writing to the MSL Compliance Department. The Compliance Department will review the complaint and make a final decision. The complaint should identify specific instances of alleged improper conduct and, to the extent possible, identify the relevant dates on which the event(s) complained of took place, the location(s) where they occurred, and all persons who have firsthand knowledge of the improper conduct.

Compliance Department Review - Upon receipt of a written complaint, the MSL Compliance Department will investigate the matter, review the applicable policies, and render a decision on how the dispute shall be resolved. The Compliance Department may also issue disciplinary sanctions consistent with the provisions of this Agreement.

Mediation and arbitration - All unresolved disputes and claims relating to MSL, its Compensation Plan, its Products, the rights and obligations of its ISP and MSL, or any other claim or cause of action relating to product purchase(s) or performance, either of an ISP or of MSL under the Independent Software Partner User Agreement, shall first be put before a mediator acceptable to both parties for resolution. Each party shall bear its own costs in the mediation. Should mediation fail to resolve the dispute then it shall be put before arbitration in Limassol, Cyprus. Each party to the arbitration shall be responsible for their own costs, including legal and filing fees. This agreement to mediate and, failing mediation, arbitrate will survive any cancellation or expiration of the Independent Software Partner User Agreement. Nothing in these Policies and Procedures shall prevent MSL from applying to and obtaining from any court having jurisdiction a writ of attachment, temporary injunction, preliminary injunction, permanent injunction, or other available relief to safeguard and protect MSL's interest prior to, during, or following the filing of any arbitration or other proceeding, or pending the rendering of a decision or award in connection with any arbitration or other proceeding. The existence of any ISP claim or cause of action against MSL does not preclude MSL from enforcing the ISP’s covenants and agreements contained in the Independent Software Partner User Agreement.

Jurisdiction, Venue, and Choice of Law - The jurisdiction and venue of any matter pursuant to this agreement shall reside in Limassol, Cyprus.

Disciplinary Actions - Violation of any of the terms and conditions of the Independent Software Partner User Agreement, or any illegal, fraudulent, deceptive, or unethical business conduct by an ISP, may result, at MSL's discretion, in one or more of the following sanctions: a written warning, clarifying the meaning and application of a specific policy or procedure, and advising that a continued breach will result in further sanctions; probation, which may include requiring an ISP to take remedial action and will include follow-up monitoring by MSL to ensure compliance with the Agreement; withdrawal or denial of an award or recognition, or restricting participation in MSL-sponsored events for a specified period of time or until the ISP satisfies certain specified conditions; suspension of certain privileges of ISP, including but not limited to placing a software product order, participating in MSL programs, progressing in the Compensation Plan, or participating as a Sponsor (including participating as an International Sponsor), for a specified period of time or until the ISP satisfies certain specified conditions; withholding commissions or bonuses for a specified period of time or until the ISP satisfies certain specified conditions; imposing fair and reasonable fines or other penalties in proportion to actual damages incurred by MSL and as permitted by law; and/or terminating an ISP.

Independent Software Partner Services

Changes to the ISP - Each ISP must immediately notify MSL of all changes to the information contained on the Independent Software Partner Application and Agreement. ISP may modify their existing Independent Software Partner User Agreement by submitting a written request, a properly executed Independent Software Partner User Agreement, and appropriate supporting documentation. Certain changes can be made by the ISP in the ISP’s Back Office.

Addition of Co-applicants - When adding a co-applicant to an existing ISP, MSL requires both a written request and a properly completed Independent Software Partner User Agreement containing the applicant's and co-applicant's signatures. The modifications permitted within the scope of this paragraph do not include a change of sponsorship.

Commission Statements/tax Invoices - Commission Statements/Tax Invoices are provided for all active ISP’s receiving a commission in your ISP Back Office.

Errors or Questions - In the event an ISP has questions about or believes that any errors have been made regarding commissions, bonuses, Downline Genealogy Reports, orders, or charges, the ISP must notify MSL within thirty (30) days of the date of the purported error or incident in question. MSL will not be responsible for any error, omission, or problem not reported within thirty (30) days.

Resolving Problems - If you have any questions regarding shipments, orders, commissions and bonuses, or the Compensation Plan, please message MSL Support Services in your ISP Back Office.

Inactivity and Cancellation Policies - ISP who do not meet the Active Status requirements specified in the MSL Compensation Plan may not receive a commission and may lose accumulated Sales Volume (PV) for the sales generated through their Downline Organization.

Involuntary Cancellation - An ISP's violation of any of the terms of the Independent Software Partner User Agreement, including any amendments which may be made by MSL in its sole discretion from time to time, constitutes a material breach of the Independent Software Partner User Agreement and may result, at MSL's option, in any of the Disciplinary Actions listed herein, including cancellation of his/her ISP. Involuntary Cancellation of an ISP will result in the ISP's loss of all rights to his/her Downline Organization and any bonuses and commissions generated thereby. An ISP whose Agreement is involuntarily cancelled shall receive commissions and bonuses only for the last full calendar week prior to termination. When an ISP is involuntarily cancelled, the ISP will be notified by certified mail at the address on file with the Company or email on file. Cancellation is effective on the date on which written notice is mailed via certified mail, return receipt requested, to the Independent Software Partner's last known address or when the ISP receives actual notice of cancellation, whichever occurs first or the date and time the email was sent. In the event of such Involuntary Cancellation, the Independent Software Partner must immediately cease to representing himself/herself as an ISP. The ISP may appeal the termination to the MSL Compliance Department. The ISP's appeal must be in writing and must be received by the company within fifteen (15) calendar days of the date of MSL's cancellation letter. If MSL does not receive the appeal within the fifteen-day period, the cancellation will be final. The ISP must submit all supporting documentation with his/ her appeal correspondence. The written appeal will be reviewed by the Compliance Department. If the ISP files a timely appeal of termination, the Compliance Department will review and reconsider the termination, consider any other appropriate action, and notify the ISP in writing of its decision. This decision of the Compliance Department will be final. An ISP whose Independent Software Partner User Agreement is involuntarily cancelled may re-apply to become an ISP twelve (12) calendar months from the date of cancellation. Any such ISP wishing to re-apply must submit a letter to the MSL Compliance Department setting forth the reasons why he/she believes MSL should allow him or her to operate an ISP. It is within MSL's sole discretion whether to permit such an individual to again operate a MSL business.

Written Cancellation - An ISP may cancel his/her Agreement with MSL at any time and for any reason by providing written notice or email to MSL indicating his/her intent to discontinue his/her ISP status. The written notice or email must include the ISP's signature, printed name, address, and appropriate identification number.

Effect of Cancellation - Following an ISP's voluntary or involuntary cancellation, such former ISP shall have no right, title, claim, or interest to the Downline Organization which he/she operated or any bonus and/or commission from the sales generated by the organization. Following an ISP’s voluntary or involuntary cancellation, the former ISP shall not hold himself or herself out as an Independent Software Partner shall not have the right to sell MSL software products or services, must remove any MSL sign from public view, and must discontinue using any other materials bearing any MSL logo, trademark, or service mark. An ISP who is voluntarily cancelled will receive commissions and bonuses only for the last full calendar week prior to his/her cancellation. An ISP whose Agreement is involuntarily cancelled will receive commissions and bonuses only for the last full calendar week prior to cancellation, unless monies were withheld by the Company during an investigation period. If an investigation of the ISP’s conduct results in his/her involuntary cancellation, he/she shall not be entitled to recover withheld commissions and bonuses.

Definitions

Active ISP - An ISP who is trading cryptocurrency using MSL’s software on a daily basis as set forth in the MSL Compensation Plan.

ISP - An individual who has executed an Independent Software Partner User Application and Agreement which has been accepted by MSL. ISP’s are required to meet certain qualifications and are responsible for the training, motivation, support, and development of the ISP’s in their respective Downline Organizations. ISP are entitled to purchase MSL software products at ISP prices, enroll Customers and new ISP’s, and take part in all Company ISP programs.

ISP User Agreement - The term Independent Software Partner User Agreement, as used in the Policies and Procedures, refers to the Independent Software Partner Application and Agreement, MSL's Policies and Procedures, and the Compensation Plan.

Cancellation - Termination of an individual's ISP. Cancellation may be either voluntary or involuntary.

Involuntary Cancellation - Termination of an ISP which is initiated by MSL.

Voluntary Cancellation - The termination of an ISP instituted by the ISP who elects to discontinue his/her affiliation with MSL for any reason.

Downline Organization - An ISP’s downline Organization consists of all ISP below him/her.

Genealogy Report - A report generated by MSL that provides critical data relating to the identities of ISP and sales information of each ISP’s Downline Organization. This report contains proprietary trade secret information.

Immediate Household - An ISP, his or her spouse or de-facto, and dependants.

Level - The layers of downline ISP’s in a particular ISP’s downline Organization. This term refers to the relationship of an ISP relative to a particular up line ISP, determined by the number of ISP between them who are related by sponsorship.

Official MSL Material - Literature, audio or video tapes, and other materials developed, printed, published, or distributed by MSL.

Sponsor - An ISP who enrolls a new ISP or Customer and is listed as the Sponsor on the Independent Software Partner User Application and Agreement. As the term implies, the Sponsor has a responsibility to assist those he/she brings into the business.

Up line - The term refers to the ISP or ISP’s above a particular ISP in a sponsorship line to the company. Conversely stated, it is the line of Sponsors that links any particular ISP to the Company.