Business Reference Guide
INTRODUCTION
Welcome to the Nukhu Ambassador Program!
Congratulations, Nukhu Ambassador Independent Business Owner! You have started a great business supported by Nukhu – a family-owned company, built on the power of relationships. We want to make it as easy as possible for you to build your business, which is why we’ve put together this Business Reference Guide. Read over it to get started – and refer to it anytime you have a question about your business.
Nukhu is a film studio based in New York City that provides a web app and Roku app streaming a variety of award-winning movies, shows, documentaries, music videos, and interactive media. Nukhu movies or Nuvees are purchased on nukhu.com using NuPoints, which are also purchased on nukhu.com. nukhufest is an in-person festival where nukhu members determine the winner and which culminates with the announcement of the top voted Best Nuvee.
The Nukhu Ambassador Program is designed for sales teams that are successfully able to promote and sell Nuvees.
Nukhu and NAIBOs
You’re in business for yourself but never by yourself. Nukhu and Nukhu Ambassador Independent Business Owners (NAIBOs) work together every step of the way to move the business forward.
Let’s take a look at the relationship between Nukhu and NAIBOs.
Under the NAIBO Contract, Nukhu provides NAIBOs with the right to sponsor others to become NAIBOs (once the new NAIBO has become eligible by selling $3 in NuPoints), the right to qualify for bonuses under the Nukhu NAIBO Compensation Plan, and a variety of support for NAIBOs and their customers. NAIBOs own and operate their own Independent Businesses (IBs) through which they sell nukhu points or NuPoints and, once eligible, may sponsor others to do the same. As independent contractors, NAIBOs are required to comply with the NAIBO Contract including the Rules of Conduct, but otherwise have the freedom to work how, when and where they want. They define what success means to them, set their own goals and develop a plan for how to get there. And they have the support of their upline, as well Nukhu employees, working in tandem to help achieve their goals.
Nuvee Sales Network
The Nuvee Sales Network relies on person-to-person contact; relationships are the heart of our business. Every Nuvee on nukhu has a unique story and every NAIBO promotes those stories.
The Nuvee Sales Network Model. Unlike businesses that rely on mass advertising and online selling, the NAIBO NSN business model is based on personal interactions and relationships.
The Nuvee Sales Network is similar to affiliate or referral marketing with an added benefit for early adopters. Early adopters are empowered to build sales teams that compound their selling efforts. Word of mouth marketing is at the core of the Nuvee Sales Network and provides early adopters with the greatest rewards for building their sales teams including passive commission earnings.
Building a Nuvee Sales Network team provides accumulated passive commission growth and is not a requirement to earn direct sales commissions. To sustain the earnings for all sales teams within a Nuvee Sales Network, commission eligibility is paid through the 5th level, or 5 degrees of separation from yourself so that every sale accommodates the required commission payouts rather than rely on future sales to cover owed commissions. As a result, there is a maximum of 15% in passive commissions paid from any NuPoint sale on the Nuvee Sales Network. Nukhu members use NuPoints to purchase and watch nuvees. 50% of the purchase goes directly to the filmmaker and the remaining 35% covers credit processing, streaming, and marketing fees.
Business models that offer unlimited passive commissions or that require an upfront investment or the purchase of inventory to join instead of prioritizing direct sales should not be confused with the Nuvee Sales Network Model.
NAIBO Responsibilities
NAIBOs know the power and privilege of business ownership and along with these comes responsibility. It’s your responsibility to follow the Rules of Conduct located in this Guide, which are part of your contract with Nukhu. For example, the Rules allow you to conduct online selling only through your nukhu.com ambassador URL.
When it comes to social media, be sure to use privacy settings so that only your personal contacts see your business information, not the whole world. Want to make a video to promote your business? According to the Rules of Conduct and applicable copyright laws, you must first obtain the rights to use the music.
Nukhu also requires that all videos be approved by nukhu before posting, regardless of whether they contain music. Videos can be submitted to hello@nukhu.com.
Following the Rules helps protect your business and the businesses of all NAIBOs and these are just a few examples. Please review the entire Rules of Conduct in this Guide.
Code of Ethics
NAIBOs are committed to conducting businesses according to the following principles:
NAIBOs will follow not only the letter of the Rules of Conduct, but also the spirit of the Rules.
NAIBOs will conduct themselves in such a manner as to reflect only the highest standards of integrity, honesty and responsibility because they recognize that their actions as NAIBOs have far-reaching effects, not only on their businesses, but on those of other NAIBOs as well.
Getting Started
Tip 1. Get to know the Nuvees.
Learning: Nuvee sales are the key to earning money and exploring Nukhu.com is a great way to learn about all the wonderful Nuvees Nukhu has to offer. Think about which Nuvees you and your customers would likely order again and again.
Visit and explore Nukhu.com to learn more about the different services offered by nukhu and its partners. Becoming familiar with nukhu.com will save you time and enable you to show prospects how fun and easy the Nukhu website is to use.
Product experience is the best sales tool. When you become familiar with Nukhu’s library of award winning Nuvees, you’ll be able to talk about them with confidence, making it easier to sell to customers. Share your favorites with friends and family and they will likely be interested in buying them, too. An easy way to get started is with Nukhu’s latest releases including all nukhufest Semi-Finalists. Experience an amazing collection of Nuvees carefully curated by creators to get your selling business off to a great start!
Tip 2. Introduce Nuvees to others.
Selling: You earn income when nukhu members click on your ambassador URL (connecting their account to yours), then purchase NuPoints. You earn a 3% commission on NuPoint purchases made by nukhu members that are connected to your account (horizontally). You also earn a 3% commission on sales made by those on your sales team (vertically). The 3% standard commission is designed to yield scalable and exponential benefits when both vertical and horizontal connections are made, enabling unlimited passive income growth. While earning a commission from NuPoint purchases made by your directly connected Nukhu members may require significant effort, earning a 3% commission on sales made by your sales team offers a more efficient pathway to income from indirectly connected members.
Tip 3. Build for profitability.
Sponsoring: You have a lot of freedom when it comes to building your business. Expand your business and share the Nukhu opportunity by sponsoring others to join your Nuvee Sales Network team. You’ll train new NAIBOs, just as you were trained by the NAIBO who sponsored you. In doing so, you may earn monthly Performance Bonuses based on how much you sell based on the sales of downline NAIBOs.
New NAIBOs are required to sell $3 in NuPoint Sales to a linked nukhu member before they are eligible to begin sponsoring others.
To help reach this requirement, every new NAIBO is strongly encouraged to register at least one new buying customer and review the Nukhu Ambassador Training Module.
THE PLAN | HOW YOU EARN INCOME
The Nukhu Ambassador Independent Business Owner Compensation Plan (the “Plan”) offers multiple pathways to earning income from the sale of NuPoints.
The Nukhu business is based on NuPoint sales. As a Nukhu Ambassador Independent Business Owner (NAIBO), you cannot earn money by merely sponsoring or recruiting others. You can earn money in the following two ways:
1. Sales commissions (sometimes called bonuses or incentives) based on NuPoint sales; and
2. NuPoint sales of those on your sales team.
As with any other sales opportunity, the amount of money NAIBOs earn varies. Many NAIBOs want to earn some extra income, while some have other goals. How much you can earn as an NAIBO depends on many factors, including your customer base, business experience, skills, effort, dedication, and the quality and extent of your sales team.
There is no cost to register as an NAIBO, and you do not need to buy any products or services to become or remain an NAIBO. However, you must be invited or sponsored to become an NAIBO and must actively sell at least one transaction of $3 worth of NuPoints to a directly connected (DC or L1C) nukhu member each month to receive earnings from the program.
1. Personal sales
The Plan begins with the opportunity to earn commissions and other incentives when nukhu members purchase NuPoints.
NAIBOs are provided a unique URL that tracks commission earnings based on nukhu member NuPoint purchases.
For instance, a NAIBO is provided the URL nukhu.com/r/ambassadorID. A person visits nukhu.com and creates a free nukhu account. This person is now a nukhu member and is able to purchase NuPoints which are spent on nukhu.com to watch Nuvees.
When a nukhu member clicks on the NAIBO ambassador URL, the member account including all NuPoint purchases made are tracked and linked to the NAIBO. All tracking and reporting is automatic so you can focus on sales.
Every nukhu member that clicks on an ambassador URL or enters the ambassador program will have a unique program status and relationship to ambassadors in the program based on an assigned connection type.
There are 5 Program Statuses for nukhu members in relation to NAIBOs (Inactive, Active, Connected, Sponsored, and Earning).
“Inactive” will be the default status for all nukhu members. An “Active” status is given to a NAIBO invited by nukhu or existing NAIBOs, which enables an ambassador URL to be generated. When a nukhu member clicks on an ambassador URL, their status will change to “Connected” signaling a Direct Connection. When a NAIBO sells at least $3 in NuPoints in a single transaction to a Direct Connection nukhu member, their status is upgraded to “Earning” and all Direct Connection nukhu members are automatically upgraded to a “Sponsored” status. If a “Sponsored” nukhu member registers to become a NAIBO, their Program Status is upgraded to “Active.”
An upline is a NAIBO that sponsors you or is a sponsor of your sponsor. A downline is a NAIBO that you sponsor or is sponsored by a NAIBO that you sponsor. NAIBOs earn commissions from their sales and sales of their downline up to 5 degrees of separation. The sales generated by NAIBOs and their downline are earned as commissions by their upline up to 5 degrees of separation.
There will be 6 connection types for NAIBOs in relation to nukhu members. NAIBOs can have a maximum of 5 connection types in relation to their downline of NAIBOs in priority of their network proximity. NAIBOs may be included in up to 5 connection types for NAIBOs in their upline, however an NAIBO’s upline connections are not counted towards commission earnings. The connection types for NAIBOs are:
Direct Connection (DC) - A direct connection to a member account.
Level 1 Connection (L1C) - A direct connection to a downline NAIBO. 1 Degree of Separation.
Level 2 Connection (L2C) - A connection to a downline NAIBO that is connected to another downline NAIBO or 2 Degrees of Separation.
Level 3 Connection (L3C) - 3 Degrees of Separation from a connected downline NAIBO.
Level 4 Connection (L4C) - 4 Degrees of Separation from a connected downline NAIBO.
Level 5 Connection (L5C) - 5 Degrees of Separation from a connected downline NAIBO.
A. Monthly commissions and sales incentives
Nukhu pays commissions and sales incentives. The majority of these commissions and incentives are available to the NAIBO who makes the sale, based on number of new nukhu member accounts and NuPoints purchased by those accounts in a given month. For example, when a nukhu member clicks on your ambassador link, their member account becomes connected to your ambassador account. When that member makes a NuPoint purchase of at least $3, you will receive a commission of 3%, which Nukhu pays directly to you as part of its NAIBO Compensation Plan. There are no caps on direct personal sales commission earnings.
As you grow your customer base and increase your monthly sales you also increase your earnings.
2. Build your own sales team
The rewards outlined above are also available if you choose to increase the points of sale available to you by building your own NAIBO sales team or downline. Building a sales team entails sponsoring New NAIBOs and training them to sell NuPoints just like you. By providing training, guidance, and support to help each member of your sales team succeed, you can accelerate and maximize your own earnings. Here’s how...
A. Shared sales commissions
Growing your downline of NAIBOs through connection types allow you to earn from the sales of connected NAIBOs up to 5 Levels or degrees of separation.
All Nukhu sales commissions are based on NuPoint sales. When you choose to build an Nukhu sales team, the monthly NuPoint sales volume of both you and your sponsored sales team members, known as your “downline,” combines to determine your total commission earnings.
All NAIBOs are eligible to build their own downline. Commission earnings are combined up to 5 degrees of separation from each NAIBO with an NAIBO eligible to earn 3% on NuPoint sales made by any NAIBO with a connection type L1C, L2C, L3C, L4C, or L5C.
NAIBOs will not earn commissions from NAIBOs greater than 5 degrees of separation.
MANAGING YOUR BUSINESS
Nuvee Information
Nukhu.com is a great resource to help you manage your business. Log in to discover many great tools and resources, detailed Nuvee information, and much more.
Nuvee availability and pricing are subject to change without notice, though we generally communicate updates via Nukhu.com. If any information appears incorrect, you have questions or you need assistance contact hello@nukhu.com. They’ll be happy to help.
NUKHUPROMISETM
At Nukhu, we know that our success is dependent on the success of our Nukhu Ambassador Independent Business Owners and the confidence people have in our products. Satisfaction will always be our goal and protection – our promise.
We know that becoming a Nukhu Ambassador Independent Business Owner is no small thing. We are committed to supporting you every step of the way from humble beginnings to hard-earned success.
No cost, Start-up Guarantee Zero purchase requirements and complimentary registration assistance to new NAIBOs.
Bookkeeping Basics
Payments for each month of sales are sent to NAIBOS by the 20thof the following month after a minimum threshold of $10 in earnings is met.
As a business owner, it is important to conduct your affairs in a professional and businesslike manner, which includes keeping accurate books and records to track your productivity. Accurately recording business income and expenses and keeping original source documents that substantiate both, will not only come in handy during tax season, but will also help you meet your business objectives.
Implementing effective bookkeeping methods will allow you to devote more attention and energy toward building your business.
Income Tax
Like any for-profit business owner, your income is subject to tax and must be reported on your personal income tax returns. Business income and expenses must be summarized separately on IRS Form 1040, for which you will most likely use Schedule C. If the aggregate amount of your Nukhu income is $600 or more, Nukhu will be required by law to issue a Form 1099-MISC to you.
Please note, Nukhu must have a valid taxpayer identification number on file for your business in order to properly report bonus payments. Because you have the opportunity to very quickly earn income through Performance Bonuses, you should confirm that Nukhu has your proper Social Security Number, or other taxpayer identification number, especially if you did not provide it at registration. Failure to provide Nukhu with this information may result in your bonus payments being subject to backup withholding as required by the Internal Revenue Code.
Contact a qualified tax advisor, preferably a CPA, for guidance.
Training and Business Support Materials
Education, training and motivation are critically important to building a successful independent business. To educate you in the business and assist with your own training and motivation, as well as teaching how to train and motivate others, Nukhu prepares various support services. You may decide that these materials can help you build your business, or not. It’s your decision.
Succession Planning
As an NAIBO builds his or her business, consideration should be given to succession planning, including how an NAIBO may want to transfer his or her business pursuant to the NAIBO Contract. But succession planning is not limited to how a business may be transferred through contracts or estate planning devices. Additional considerations include how you may want to add your children or others to your business during your lifetime to maintain the continuity of your business. These are topics you may want to discuss with your tax consultant and attorney.
Nukhu is here to guide you through this process. For more information on succession planning, contact hello@nukhu.com.
RULES OF CONDUCT
1. Introduction
The Rules of Conduct (“Rules”) form an important part of the contract between Nukhu and the NAIBO (the “NAIBO Contract”).
NAIBOs own and operate their own Independent Businesses (“IBs”). Nukhu recognizes the value of the contributions that NAIBOs who have achieved business goals can make to the development of other NAIBOs whom they sponsor and support under the Rules. As NAIBOs develop into established leaders, they play an increasingly important role in mentoring, teaching and training other NAIBOs about the Nukhu business. Among other things, the Rules are designed to ensure that all NAIBOs have the support that they need to continue to develop their IBs with Nukhu.
Under the NAIBO Contract, NAIBOs receive substantial benefits, including: the right to sponsor others to become NAIBOs and sell products offered at www.nukhu.com; the right to qualify for bonuses under the Nukhu NAIBO Compensation Plan (“Plan”); use of Nukhu’s intellectual property in accordance with the Rules; and a variety of support for NAIBOs and their Customers. As part of its commitment to support the opportunity made available to NAIBOs, Nukhu invests substantial resources in goodwill, in the Line of Sponsorship (“LOS”) and in LOS Information to provide Nukhu and NAIBOs with a competitive advantage. All NAIBOs and Nukhu share a competitive business interest in maintaining and protecting these assets and interests. The Rules provide important safeguards for NAIBOs and Nukhu in this regard, as well as contractual rights and obligations.
1.1. Contractual Relationship: Nukhu Media, LLC. (“Nukhu”) has a contract with each NAIBO that includes all of the terms in the NAIBO Registration Agreement form executed by the NAIBO, the Plan and the Rules in effect at the time the NAIBO executed the NAIBO Registration Agreement and any Entity Agreement for Nukhu Ambassador Independent Business Owners (NAIBOs) (“Entity Agreement”) or modifications to the Plan or Rules that become effective during the term of the contract (the “NAIBO Contract”). The current version of the Plan and Rules can be found at www.nukhu.com.
As part of the NAIBO Contract, NAIBOs have an obligation to comply with the Rules.
1.2. Choice of Law: Except to the extent that the Federal Arbitration Act applies to Rule 11, the formation, construction, interpretation and enforceability of the NAIBO Contract and all claims arising from or relating to the NAIBO Contract shall be governed by New York law, without giving effect to any choice of law or conflicts of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The place where the NAIBO Contract is made is New York.
1.3. Severability: If an arbitrator or court of competent jurisdiction determines any portion of the Rules of Conduct is unenforceable in any respect, then it shall enforce the rest of the Rules of Conduct to the fullest extent permitted by law without affecting the enforceability of all remaining Rules of Conduct.
2. Definitions
2.1. NAIBO Compensation Plan (or Plan): The business arrangement through which NAIBOs receive certain income or other compensation as described in Section A of the Business Reference Guide.
2.2. Copyrighted Works: Works protectable by copyrights that are owned by, created by or licensed to Nukhu.
2.3. Customer: A non-NAIBO who is an end user of products and services offered through or by Nukhu.
2.4. Earnings Claim: Means any express or implied representation that conveys actual or potential earnings that an NAIBO has earned or may earn, or a lifestyle that has been or may be achieved through the Nukhu business.
2.5. Independent Business (IB): An Nukhu independent business operated by an NAIBO(s) pursuant to the NAIBO Contract.
2.6. Nukhu Ambassador Independent Business Owner (NAIBO): An individual(s) or entity operating an IB pursuant to the NAIBO Contract.
2.7. Line of Sponsorship (LOS): The structural arrangement of NAIBOs established by the contractual relationship that each NAIBO has with Nukhu.
2.8. LOS Information: Includes all information that discloses or relates to all or part of the Line of Sponsorship, including but not limited to NAIBO numbers and other NAIBO business identification data, NAIBO personal contact information, NAIBO business performance information and all information generated or derived therefrom, in its past, present or future forms.
2.9. Marks: The trademarks, service marks, trade dress and trade names adopted or used by Nukhu and/or otherwise the subject of pending or existing trademark rights owned by or licensed to Nukhu, regardless of whether the trademarks, service marks, trade dress or trade names are the subject of trademark applications or registrations.
2.10. Prospect: Means potential customers and potential NAIBOs.
2.11. Region: All worldwide territories operating under the Plan.
2.12. Use: (a) with reference to Marks, directly or indirectly placing, affixing or displaying one or more Marks on or in connection with goods or services, in a manner that tends to create the impression of an affiliation, connection or association between Nukhu and the NAIBO or Approved Provider; and (b) with reference to Copyrighted Works, to reproduce, distribute and/or display copies of the Copyrighted Works, in whole or in part, including by means of digital audio transmissions and to create any derivative works.
3. Becoming an NAIBO
3.1. Registration Agreement: To become an NAIBO, an applicant must be 18 years of age and complete and sign the NAIBO Registration Agreement in accordance with the procedures on the Nukhu website.
3.2. Acceptance or Rejection of NAIBO Registration Agreement: Nukhu reserves the right to accept or reject any NAIBO Registration Agreement. A registration shall be considered accepted by Nukhu when it receives a completed and signed NAIBO Registration Agreement in accordance with Rule 3.1, its contents are verified with Nukhu’s NAIBO records database and the registration does not violate any Rule of Conduct. Pending receipt of a completed, signed NAIBO Registration Agreement, Nukhu may temporarily authorize an NAIBO to conduct business subject to the Rules of Conduct for up to 90 days.
3.3. Legal Entities as NAIBOs: IBs shall be formed initially by and in the name(s) of the individual applicant(s). After receiving an NAIBO number, an NAIBO who wishes to operate his/her IB as a corporation, limited liability company (LLC), formal partnership, limited partnership, limited liability partnership (LLP) or trust must complete the appropriate Entity Agreement for Nukhu Ambassador Independent Business Owners (NAIBOs) and submit it to Nukhu, which may accept or reject it.
3.4. Term: The term of the NAIBO Contract shall automatically renew at the end of each calendar year, unless terminated by nukhu or the NAIBO by providing 30 days notice of termination.
3.5. NAIBO Contract Termination: An NAIBO may terminate his or her NAIBO Contract at any time prior to expiration by written communication to the Nukhu Business Conduct and Rules Department. A person who terminates his or her NAIBO Contract may immediately become a Customer.
3.6. Death and Inheritance: An IB can be passed on to a deceased NAIBO’s spouse, heirs or other beneficiary.
3.6.1. In cases where the IB is owned jointly, such as between spouses or in a partnership and one spouse or partner dies, unless they have previously arranged otherwise, Nukhu will recognize the surviving spouse or partner(s) as the owner(s) of the IB. The survivor(s) must forward a certified copy of the death certificate in order for Nukhu to change its records.
3.6.2. In cases where the IB is operated as an entity under Rule 3.3 and one of the owners of the entity dies, the entity will continue to operate the IB, provided the entity remains in compliance with Rule 3.3 and the successor of the deceased owner is an NAIBO in full compliance with the Rules. The entity shall notify Nukhu of the change in ownership or control of the entity by submitting the currently applicable Entity Agreement reflecting the proposed changes and any proposed changes in the ownership or control of the entity require the express approval of Nukhu in writing.
3.6.3. In cases where an NAIBO disposes of an IB in a will, Nukhu will recognize the terms of the transfer, provided the beneficiary is an NAIBO who is in compliance with the Rules.
3.6.4. If there is no qualified NAIBO in a position to operate an IB due to probate or other court procedures, Nukhu will have the option of entering into a servicing agreement with another NAIBO, preferably upline in the LOS, to manage the IB until the proceedings are complete.
3.7. Payment Vendor: Nukhu may use a third-party vendor to pay NAIBOs bonuses and/or other monies earned by NAIBOs under the Plan. NAIBOs must (a) register with any such vendor of Nukhu’s choosing and continue to be registered with any such vendor of Nukhu’s choosing, which is subject to change, as long as they remain NAIBOs, including agreeing to the vendor’s currently applicable terms and conditions, if any, and (b) provide any such vendor with all information it requires, which may include but is not limited to a primary email address and tax identification number, to allow the vendor to make payments to NAIBOs on behalf of Nukhu. The current vendor’s registration and other requirements for making payments to NAIBOs can be found at www. nukhu.com.
4. Responsibilities and Obligations
4.1. Duty of Good Faith: Under the terms of the NAIBO Contract, Nukhu and all NAIBOs agree to perform their obligations in accordance with the duty of good faith and fair dealing. An NAIBO will be held accountable for the actions of a partner, family member or third party acting or purporting to act on behalf of the NAIBO or IB, so far as the Rules of Conduct are concerned. An NAIBO shall not aid and abet another NAIBO to violate the Rules of Conduct. NAIBOs shall not conduct any activity that could jeopardize the reputation of Nukhu or NAIBOs.
4.2. Unsolicited Electronic Messages: No NAIBO shall send, transmit or otherwise communicate any unsolicited electronic messages relating to Nukhu, its business opportunity, products or services to persons with whom the NAIBO does not have a pre-existing personal or business relationship. (This includes, but is not limited to, sending messages through newsgroups, purchased mailing lists, “safe lists” or other lists of individuals or entities with whom or which the NAIBO does not have a pre-existing relationship.)
4.3. Advertising: NAIBOs may advertise only with the express approval of Nukhu in writing.
4.4. Retail Establishments: An NAIBO who works in or owns a retail establishment must operate his or herIB separate and apart from the retail establishment. No NAIBO shall permit products, services or literature offered through or by Nukhu to be sold or displayed in retail establishments, including, but not limited to, places like schools, fairs, kiosks, vending machines, unauthorized internet websites, military stores, salons or professional offices.
4.5. Statements About Products, Services and the Opportunity: An NAIBO shall make only truthful and accurate statements about the business opportunity, products and services offered through or by Nukhu. NAIBOs shall not make any claims about products or services offered through or by Nukhu other than those claims found in Nukhu-authorized literature and at www.nukhu.com.
4.6. Compliance with Applicable Laws, Regulations and Codes: NAIBOs shall comply with all laws, regulations and codes that apply to the operation of their IB wherever said business may be conducted. NAIBOs shall not directly or indirectly encourage, or aid and abet any person to violate any laws, regulations, codes or term of the NAIBO Contract. No NAIBO may operate any illegal or unlawful business enterprise, or engage or participate in any deceptive, illegal or unlawful trade practices.
4.7. Nukhu Business Environment: Nukhu is a professional, ethical and equal opportunity company. NAIBOs must not discriminate on the basis of race, ethnicity, gender, lifestyle, disability, religion or political affiliation. NAIBOs must not make demeaning or disparaging statements or use derogatory slurs toward others in any Nukhu-related setting.
4.8. NAIBO Relationship: NAIBOs are independent contractors. NAIBOs shall not state or imply that they are employees, agents or Legal representatives of Nukhu, its affiliates and/or other NAIBOs. NAIBOs shall not represent or imply, either directly or indirectly, that registration creates an employment relationship between themselves and the NAIBOs whom they have sponsored or who have sponsored them.
4.9. Enticement to Change Position in the Line of Sponsorship: Under no circumstances shall an NAIBO, directly or indirectly, solicit, assist, attempt to induce or encourage another NAIBO to request a change in position in the Line of Sponsorship.
4.10. Sound Business Practices: NAIBOs shall operate their IB in a financially responsible and solvent manner. Nukhu reserves the right to offset bonus payments for amounts an NAIBO owes to Nukhu. If an NAIBO or any member partner in his or her IB files a petition for bankruptcy or has bankruptcy proceedings commenced against him or her, or has any assets seized by court order or taken in execution of an unsatisfied judgment debt, the NAIBO must immediately inform Nukhu.
4.11. Fund-raising: No NAIBO shall use Nukhu products or services in conjunction with any type of fund- raising activity. Fund-raising includes the solicitation for the donation of funds or for the purchase of Nukhu products or services based on the representation that all or some, of the gains, proceeds, donations, bonuses or profits generated by such sale will benefit a particular group, organization or cause.
4.12. NAIBO Plan Manipulation: NAIBOs shall not manipulate the Plan in any way that results in the payment of bonuses or other awards and recognition that have not been earned in accordance with the terms of the NAIBO Contract.
4.13. Personal/Business Information Update: All NAIBOs are responsible for communicating any updates or changes to their personal information (e.g., name, address, email address, telephone numbers, etc.) or business information (e.g., business name, address, email address, telephone numbers, addition/deletion of partner, change of business status, etc.) to Nukhu.
4.14. Nukhu Contact: When the Rules require an NAIBO to contact Nukhu for notice, permission or approval, the NAIBO shall contact the Nukhu by fax at (917) 398-7036 or by email at hello@nukhu.com. For questions or concerns, please call 631-924-7330.
5. Presentation of the Plan, Sponsoring and Support
5.1. Presentation of the Plan: When inviting a Prospect to hear a presentation of the Plan, or when presenting the Plan to a Prospect, an NAIBO must make it clear that what is being described or offered is the Plan.
5.2. Describing the Plan: When describing the Plan to an NAIBO or Prospect, an NAIBO’s statements must be truthful, accurate and not misleading, and must convey realistic expectations about potential earnings related to the Nukhu business.
5.3. Positioning Nukhu and Approved Providers: NAIBOs must position the roles of Nukhu and Approved Providers in a manner that is truthful, accurate and not misleading when doing so.
5.4. Earnings Claims: Earnings Claims must comply with the NAIBO Compensation Plan.
5.5. Required Disclosures: Whenever any express or implied Earnings Claims are made to NAIBOs or in seeking participation of a Prospect in the Plan, an NAIBO must provide the included disclosures.
5.6. Prohibited Sponsoring Practices: In seeking participation of a Prospect in the Plan, an NAIBO must use only Nukhu-authorized materials or Business Support Materials authorized for use with Prospects under Rule 7 (Business Support Materials). An NAIBO must not encourage or require a Prospect to purchase anything in connection with registration. An NAIBO must not register or sponsor New NAIBOs in a way that manipulates the New NAIBO’s position in the LOS.
5.7. Sponsor’s Responsibilities: A sponsor must be an NAIBO in full compliance with the Rules of Conduct and ensure that all NAIBOs whom he or she sponsors have access to and the opportunity to read the NAIBO Contract. A sponsor must also use his or her best efforts to provide NAIBOs whom he or she has sponsored with access to resources to assist them with building their IB, which may include use of Business Support Materials approved under Rule 7.
5.8. Prohibited Support Practices: Sponsors and upline NAIBOs shall not encourage or require downline NAIBOs, as a condition of receiving assistance in building their IB after registration, to (a) purchase any specified amount of Nukhu or non-Nukhu products or services, or (b) maintain a specified inventory of Nukhu or non-Nukhu products or services.
6. Preservation of the Line of Sponsorship
6.1. Confidentiality of the LOS: Nukhu protects the LOS and LOS Information for the benefit of Nukhu and of all NAIBOs. Nukhu keeps LOS Information proprietary and confidential and treats it as a trade secret. Nukhu is the exclusive owner of all LOS Information, which is derived, compiled, configured and maintained through the expenditure of considerable time, effort and resources by Nukhu and its NAIBOs. NAIBOs can use Nukhu’s goodwill and LOS Information only for the purposes permitted under the NAIBO Contract.
6.1.1. NAIBOs acknowledge and agree not to challenge, that: (i) LOS Information is confidential and a valuable trade secret owned by Nukhu; (ii) LOS Information is owned exclusively by Nukhu; and (iii) NAIBOs do not own any rights in LOS Information. NAIBOs agree not to challenge or interfere with Nukhu’s authority to license or sublicense LOS Information. NAIBOs shall not assert or seek any rights or protection of any kind in LOS Information other than those limited rights or protections that may be specifically granted by this Rule.
6.1.2. An NAIBO may use LOS Information only with Nukhu’s prior written permission, which may be expressed through general publication (to all NAIBOs) or through a specific writing to one or more NAIBOs. Any permission granted by Nukhu shall constitute a limited non-exclusive, non-transferable and revocable license by Nukhu for an NAIBO to use LOS Information only as necessary to facilitate his or her IB as permitted under these Rules of Conduct. Nukhu reserves the right to deny or revoke any such license, upon reasonable notice to the NAIBO stating the reason(s) for such denial or revocation, whenever, in the reasonable opinion of Nukhu, such is necessary to protect the confidentiality or value of LOS Information.
6.1.3. All NAIBOs shall maintain LOS Information in strictest confidence and shall take all reasonable steps and appropriate measures to safeguard LOS Information and maintain the confidentiality thereof. An NAIBO shall not compile, organize, access, create lists of or otherwise use or disclose LOS Information except as authorized by Nukhu. An NAIBO also shall not disclose LOS Information to any third party, or use LOS Information in connection with any other businesses or to compete, directly or indirectly, with the Nukhu business.
6.1.4. An NAIBO shall promptly return any and all LOS Information to Nukhu upon resignation, non- renewal or termination of his or her IB and shall immediately discontinue any further use thereof.
6.1.5. Every NAIBO acknowledges that use or disclosure of LOS Information, other than as authorized by Nukhu, will cause significant and irreparable harm to Nukhu, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance and damages, including costs, attorneys’ fees and disgorgement of all profits made as a result of such unauthorized use or disclosure.
6.1.6. An NAIBO’s obligations under this Rule 6.1 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal or termination of that NAIBO’s IB.
6.2. Non-Competition and Non-Solicitation:
6.2.1. Non-Competition (current NAIBOs): Every NAIBO agrees not to own, manage, operate, consult for, serve in a Key Position in or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Nukhu.
6.2.2. Non-Solicitation (current NAIBOs): Every NAIBO agrees that he or she will not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit or otherwise attempt to recruit or persuade (i) any NAIBO or (ii) any person who has been an NAIBO within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Nukhu.
6.2.3. Non-Competition (former NAIBOs): Every NAIBO agrees that, during the six-month period following the resignation, non-renewal or termination of that NAIBO’s IB, he or she shall not own, manage, operate, consult for, serve in a Key Position in or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Nukhu.
6.2.4. Non-Solicitation (former NAIBOs): Every NAIBO agrees that, during the 24-month period following the resignation, non-renewal or termination of that NAIBO’s IB, he or she shall not, on his or her own behalf or on behalf of any person or entity, directly or indirectly, encourage, solicit or otherwise attempt to recruit or persuade (i) any NAIBO or (ii) any person who has been an NAIBO within the past two calendar years, to own, manage, operate, consult for, serve in a Key Position in or participate as an independent distributor in (a) any other direct sales program using a multilevel or network marketing structure, or (b) any other enterprise that markets, through independent distributors, products or services functionally interchangeable with those offered through or by Nukhu.
6.2.5. The time periods in Rules 6.2.3 and 6.2.4 above shall be extended by any period of time during which the former NAIBO is in violation of the applicable Rule.
6.2.6. The geographic scope of Rules 6.2.1, 6.2.2, 6.2.3 and 6.2.4 is the Region.
6.2.7. All NAIBOs agree that these Rules are reasonable in both time and geographic scope.
6.2.8. For purposes of this Rule 6.2, “Key Position” means an owner, employee, agent or independent contractor who contributes to the profitability of his or her new business or who is in a position to receive benefit or competitive advantage from his or her new business by virtue of his or her access to LOS Information.
6.2.9. Nothing in this Rule 6.2 restricts the sale or distribution of privately developed Business Support Materials in accordance with Rule 7 and Rule 6.3.
6.2.10. Nothing in this Rule 6.2 restricts competition between NAIBOs (a) in the sale of products or services offered through or by Nukhu to Customers or (b) in the registration of new NAIBOs or Customers.
6.2.11. Every NAIBO acknowledges that this Rule 6.2 protects the reasonable competitive business interests of Nukhu and NAIBOs and that a violation of any subsection of this Rule 6.2 will cause significant and irreparable harm to NAIBOs and Nukhu, warranting an award of injunctive relief, including a temporary restraining order and/or a preliminary injunction, specific performance and damages, including costs, attorneys’ fees and disgorgement of all profits made as a result of such violation.
6.2.12. Except for obligations under Rule 6.2.1 and Rule 6.2.2, an NAIBO’s obligations under this Rule 6.2 shall survive and remain enforceable following the voluntary or involuntary resignation, non-renewal or termination of that NAIBO’s IB.
6.3. Other Business Activities: Except as provided in Rule 6.2, NAIBOs may engage in other business ventures, including other selling activities, involving products, services or business opportunities. However, NAIBOs may not take advantage of their knowledge of or association with other NAIBOs whom they did not personally register, including their knowledge resulting from or relating to Line of Sponsorship Information, in order to promote and expand such other business ventures.
6.3.1. Every NAIBO agrees not to solicit, directly or indirectly, other NAIBOs whom he or she did not personally sponsor in order to sell, offer to sell or promote other products, services, business opportunities, investments, securities or loans not offered through or by Nukhu. Every NAIBO agrees not to sell, offer to sell or promote any other business opportunities, products or services in connection with the Plan. Nothing in this Rule 6.3 restricts the sale or distribution of Business Support Materials in accordance with Rule 7.
6.3.2. Nothing in this Rule 6.3 restricts, for example, an NAIBO regularly engaged in the operation of a service station, auto dealership, retail establishment, salon or a professional service (e.g., law, medicine, dentistry or accounting) from serving customers who are NAIBOs and who have sought them out. But an NAIBO shall not actively solicit the patronage of other NAIBOs based on knowledge or information gained as a result of being an NAIBO.
6.4. Approval of Certain NAIBO Contract Changes: The sale of an ownership interest in an IB, transferring an IB, or assignment of any rights or obligations under an NAIBO Contract require express approval of Nukhu in writing. None of the foregoing may be used to manipulate the Line of Sponsorship.
6.5. Individual Transfers: The transfer of an NAIBO without any downline NAIBOs is not allowed.
6.6. Group Transfers: A group transfer of an NAIBO with one or more downline NAIBOs is not allowed.
6.7. One-Month Inactivity: After a one-month period of inactivity, including no NuPoint sales, a NAIBO will not be eligible for earnings from that month.
6.8. Sale of an IB: An NAIBO who owns and operates an IB may sell his or her ownership interest in such IB only to another NAIBO who is in compliance with the Rules of Conduct and who has the sufficient skills, experience, judgment and resources to operate the IB, as reasonably determined by Nukhu. Nukhu requires that specific terms of sale be included in any sales agreement. Such terms and a sample sales agreement may be obtained from Nukhu. An IB may be sold only with the express approval of Nukhu in writing.
6.8.1. In order to preserve the Line of Sponsorship, the selling NAIBO must offer his or her IB in the order of priority stated below and the NAIBO(s) interested in purchasing the IB must meet all of the terms and conditions set forth in these Rules:
6.8.1.1. The first option to purchase belongs to the selling NAIBO’s Sponsor, who retains the right to acquire the IB throughout the negotiations to sell the IB by meeting the price and conditions of any bona fide offer received by and deemed acceptable to the selling NAIBO;
6.8.1.2. The second option, exercisable so long as the first option above has not been exercised, belongs to any one of the selling NAIBO’s personally registered NAIBOs;
6.8.1.3. The final option, exercisable so long as the first or second options above have not been exercised, belongs to any NAIBO in good standing.
6.8.2. When an IB is sold, it will remain in its same position in the Line of Sponsorship.
6.9. Mergers and Combinations of IBs: Mergers of IBs resulting termination, resignation, death (with no designation of succession by heirs) or some involuntary event or cause beyond the control of any of the owners, are permitted, only with the express approval of Nukhu in writing.
6.10. Two IBs Rule: An NAIBO may own or have an ownership interest in only one IB except: (a) where an existing IB purchases another IB pursuant to Rule 6.8; or (b) where the IB is, or will be, passed on to a deceased person’s spouse, heirs or other beneficiary in accordance with Rule 3.6.
6.11. Parent-Child Integration: As part of a plan to ensure the continuity of IBs owned by parents and children (“Succession Plan”), parent and children NAIBOs may integrate their respective IBs, provided that they submit a written request to Nukhu and meet the following:
a) the child(ren) must be personally registered by the parents, or the parents must be personally registered by the child(ren);
b) the parent’s IB and the child’s (children’s) IB must have operated as a separate IB for not less than two years by date of implementation;
c) in the event that the parent(s) or the child(ren) is deceased or is not mentally or physically capable of running the IB before conditions b and c above have occurred, the child(ren) or parent(s) inheriting the IB shall have the right to integrate the separate IBs in accordance with this Rule.
Nukhu may or may not approve the request in light of the Succession Plan and the goals, objectives and benefits of the Plan. The implementation of the integration or de-integration shall be on January 1 after at least one full fiscal year has passed since Nukhu expressly approved the request in writing.
6.12. Disposition of an IB: If an NAIBO resigns, fails to renew, terminates his or her IB, dies without transferring the IB or is terminated by Nukhu, Nukhu shall decide the future of the IB in accordance with these Rules.
7. Business Support Materials
Business Support Materials (BSM) as used in these Rules means all products and services (including but not limited to business aids, books, magazines, flip charts and other printed material, online literature, internet websites, advertising, audio, video or digital media, rallies, meetings and educational seminars and other types of materials and services) that are (i) designed to solicit and/or educate Prospects, Customers or prospective Customers of Nukhu products or services, or to support, train, motivate and/or educate NAIBOs, or (ii) incorporate or use one or more of the Marks or Copyrighted Works of Nukhu, or (iii) are otherwise offered with an explicit or implied sense of affiliation, connection or association with Nukhu. Unless otherwise specified in writing, NAIBOs acknowledge that nothing in this Rule, or in any other Rule, shall be construed or interpreted as a license or other permission to incorporate any LOS Information into any BSM.
7.1. General Rules on BSM
7.1.1. NAIBOs may not sell BSM.
7.1.2. No NAIBO may record an Nukhu presentation without the prior specific written consent of Nukhu. An NAIBO may make a single recording of the talks or presentations made by non-Nukhu employees at any Nukhu-sponsored meeting, provided the recording is for their personal use and is not reproduced for any purpose.
8. Marks and Copyrighted Works
Nukhu’s Marks and Copyrighted Works are important and valuable business assets of Nukhu. The Marks help identify the source and reputation of Nukhu products and services worldwide and distinguish them from those of competitors. Nukhu makes commercially reasonable efforts to protect the Marks from improper use, including through the Rules of Conduct, accreditation of Approved Providers and a corporate identity program that requires the correct and consistent use of the Marks, both in appearance and substance.
8.1. Use of Marks and Copyrighted Works: An NAIBO may use Nukhu’s Marks and Copyrighted Works only with Nukhu’s prior written permission, which may be expressed through general publication (to all NAIBOs) or through a specific writing to one or more NAIBOs. Without limitation, Nukhu may require conformity with specifications, may require that materials that use Nukhu’s Marks and/or Copyrighted Works be sourced from Nukhu or an Nukhu-approved supplier and may otherwise condition use of its Marks and Copyrighted Works. Any permission granted by Nukhu shall constitute a limited, non-exclusive, nontransferable and revocable license to use such Marks and Copyrighted Works solely in connection with the Nukhu business in the Region. Subject to conditions and specifications published or specifically provided in writing from time to time, the Marks and Copyrighted Works may be used only on:(a) exterior and interior office signs; (b) all forms of vehicle signs; (c) telephone listings; (d) promotional literature; (e) stationery; (f) premiums; and (g) business cards. Other proposed uses will be considered upon request. Without limitation, Nukhu will not authorize an NAIBO to use the Marks on imprinted checks.
9. Complying with the NAIBO Contract (Remedies for Breach)
Complying with the NAIBO Contract is essential for preserving a strong and viable business for NAIBOs and Nukhu. NAIBOs and Nukhu each have rights and responsibilities in case of a breach of the NAIBO Contract.
9.1. Nukhu’s Rights and Responsibilities: When Nukhu detects a potential breach of the NAIBO Contract, it will first investigate as appropriate. Before taking enforcement action, Nukhu shall attempt to contact the NAIBO in an effort to resolve the issue. If the communication does not resolve the issue, Nukhu may take any enforcement action authorized by the NAIBO Contract including, but not limited to, one or any combination of the following:
9.1.1. A written warning to an NAIBO and/or upline or downline NAIBOs in the Line of Sponsorship.
9.1.2. Retraining an NAIBO and/or upline or downline NAIBOs in the Line of Sponsorship.
9.1.3. Suspending some or all of the rights of an NAIBO for a specified period of time, or until certain conditions have been satisfied.
9.1.4. Withholding any monthly or annual bonus or incentive payments.
9.1.5. Compensatory remedies, as applicable.
9.1.6. Transferring an NAIBO or a group of NAIBOs.
9.1.7. Terminating an NAIBO Contract.
If an NAIBO elects to challenge any action taken by Nukhu under this Rule, the NAIBO shall submit the issue to the Dispute Resolution Procedures described in Rule 11.
9.2. NAIBO Rights and Responsibilities: If an NAIBO believes that another NAIBO has breached the NAIBO Contract, the NAIBO first should contact the NAIBO in question in an effort to resolve the issue. If an NAIBO believes that Nukhu has breached the NAIBO Contract, the NAIBO first shall contact Nukhu in an effort to resolve the issue. If discussion with either an NAIBO or Nukhu does not resolve the issue, the NAIBO may file a written complaint with Nukhu. The complaint should explain the issue in as much detail as possible and include all supporting documents. Nukhu will investigate as appropriate and take enforcement or corrective action under the NAIBO Contract, if necessary. If any issue remains unresolved, it shall be submitted to the Dispute Resolution Procedures described in Rule 11.
9.2.1. An NAIBO who elects to challenge the validity of a Rule or other term of the NAIBO Contract shall first contact Nukhu in an effort to resolve the issue. If the NAIBO is not satisfied with Nukhu’s response, the dispute shall be resolved in Arbitration under Rule 11.5.
9.3. Duty to Cooperate: All NAIBOs are required to respond to inquiries and otherwise cooperate in a timely fashion with any investigation conducted by Nukhu. Failure to respond to inquiries or to otherwise cooperate in a timely fashion is a breach of the NAIBO Contract and may result in Nukhu taking action against the IB.
9.4. Non-Waiver: The failure of Nukhu or any NAIBO to enforce any breach of any provision of the NAIBO Contract shall not constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of the NAIBO Contract.
10. Modification of the NAIBO Contract
Nukhu may modify the NAIBO Contract in accordance with the following procedures:
10.1. Nukhu will notify NAIBOs of the proposed changes by making them available to review by logging on to www.nukhu.com and solicit comments from NAIBOs concerning the proposed changes. Nukhu will consider any comments submitted during the 30 days following such notice. The proposed changes shall become effective 15 days after the end of the comment period, unless Nukhu makes further modifications. Nukhu shall provide notice of any such further modifications on www.nukhu.com 15 days prior to the effective date of such further modifications. These time periods may be shortened when it is necessary for a particular change to comply with a new law or other government mandate, to protect NAIBOs from serious financial harm, or to protect the integrity of the Plan. Rule changes have prospective effect only.
10.2. Prior to the effective date of any proposed Rule change, any NAIBO who is unwilling to accept a Rule change can, if he or she wishes, provide notice of his/ her intent to resign from the Nukhu business on the effective date of the Rule change. The resigning NAIBO may sell his or her IB in accordance with Rule 6.8.
11. Dispute Resolution Procedures
Disputes arising out of or relating to an IB, the Plan or all other terms of the NAIBO Contract, including, but not limited to, any state or federal statutory or common law claims, as well as disputes involving Business Support Materials (“Disputes”) shall be resolved in accordance with this Rule. The dispute resolution procedures in this Rule apply to Disputes involving the following parties: (1) an NAIBO, a former NAIBO, or any such NAIBO’s officers, directors, agents or employees (collectively referred to as “NAIBOs” for purposes of this Rule 11) (2) Nukhu and any parent, subsidiary, affiliate, predecessor or successor thereof, or any of their officers, directors, agents or employees (collectively referred to as “Nukhu” for purposes of this Rule 11); and (3) an Approved Provider, a former Approved Provider, or its officers, directors, agents, or employees (collectively referred to as “Approved Providers” for purposes of this Rule 11). NAIBOs, Nukhu, and Approved Providers are collectively referred to for purposes of this Rule 11 as the “Party” or “Parties.” Rule 11 is reciprocal and applies to all of the Parties.
The only exception is when the claim made by an NAIBO or Nukhu is for a debt on account for product or services offered through or by Nukhu to or on behalf of the NAIBO, and the only Parties to that claim are Nukhu and the NAIBO, and the total value of the claim is less than $10,000.00. In such cases the NAIBO or Nukhu may elect to pursue the claim in any court of competent jurisdiction including small claims court. In all other cases the Parties will resolve the Dispute as provided for under these Rules, up to and including Binding Arbitration if necessary.
11.1. Temporary or Preliminary Injunctive Relief: Nothing in these Rules prevents the Parties from seeking temporary or preliminary injunctive or other relief from a court of competent jurisdiction, notwithstanding the Parties’ obligation to participate in the Mediation process or Binding Arbitration under Rule 11.
11.2. Confidentiality: The Parties, when involved in the dispute resolution process in any manner, will not disclose to any other person not directly involved in the dispute resolution process: (a) the substance of, or basis for, the Dispute (b) the content of any testimony or other information obtained through the dispute resolution process or (c) the resolution (whether voluntary or not) of any matter that is subject to the dispute resolution process. However, nothing in these Rules shall preclude any one of the Parties from, in good faith, investigating a claim or defense, including interviewing witnesses and otherwise engaging in discovery.
11.3. Non-Binding Mediation: The Mediation process comprises two stages: Facilitative Mediation and a Hearing Panel, both of which are non-binding. The Mediation process is reciprocal and applies to all Parties. The Parties to a Dispute shall engage in the Mediation process set forth in this Rule 11.3 prior to proceeding to Binding Arbitration pursuant to Rule 11.4; however, in Disputes where an NAIBO is a Party, the NAIBO may, at the NAIBO’s sole discretion, opt out of the Mediation process at any time, before or during either the Facilitative Mediation or Hearing Panel stages, and may instead proceed directly to Binding Arbitration pursuant to Rule 11.4.
The Party first seeking resolution of a Dispute shall commence Facilitative Mediation, subject to an NAIBO’s ability to opt out of the Mediation process as described above, by providing a Request for Mediation form to the other affected Parties and, in any Dispute, the Nukhu Business Conduct and Rules Department.