1. Agreement. Unless otherwise defined herein, all capitalized terms shall have the same meaning assigned to such terms in the Policies and Procedures. The term "Agreement" shall mean the Distributor Application, the Commission Plan, and any Policies and Procedures and any country or situation-specific addendum(s) thereto, and any other written agreement between me and the Company. I hereby agree to be bound by the Agreement.
2. Compliance with Laws. I agree to comply with all applicable laws relevant to conduct of my activities as an independent Distributor under this Agreement. In particular (but without limitation), I must not make any actual or potentially misleading or deceptive claims in relation to commissions and other rewards that might be derived from conducting activities as an independent distributor of the Company, or in relation to Company products.
4. Distributor Rights. I understand that as an independent Distributor of the Company, I have the right (but not the obligation) to:
a. buy company products and offer for re-sale our products in accordance with the Agreement in such manner as the Company may from time to time allow in relation to its independent Distributors generally and only on a direct selling basis and not through retail outlets except to the extent from time to time permitted by the Company;
b. recommend persons for acceptance as independent Distributors (subject to acceptance by the Company);
5. Independent Contractor. We will not treat me as an employee for federal or state tax purposes.
6. Refunds and Product Returns. I agree that if I resell Product directly to a customer, I will adhere to our Refund policy and shall provide the customer a full refund of all monies paid if the customer returns the product to me within thirty (30) days of the sales transaction. Company agrees to refund to me up to one-half of the wholesale value of the returned Product provided I return said Product to Company and it is received by Company, in its original condition, within thirty (30) days of the sales transaction to my customer.
7. Commission Payments. I understand that I must not be in breach of the Agreement to be eligible to receive Bonuses and Commissions pursuant to the Compensation Plan. Additionally, I understand that Commissions will not be paid on returned Products for any reason. If Product is returned after a Commission is paid to me for that Product, Company will deduct the full amount of the Commission paid on that Product from any or Commissions due to me in the month following the date of the returned Product or on the earliest date(s) in which I have earned sufficient Commissions to satisfy the full amount of the previously paid Commission.
a. Company has the responsibility to promote the sale of Products within the United States. To the extent that commissionable sales occur where Products are delivered for distribution inside the United States, Commissions on those sales, under the Compensation Plan, will be the legal responsibility of, and will be paid by, Company.
b. Company has the option to promote the sale of Products internationally. To the extent that commissionable sales occur where Products are delivered for distribution outside of the United States, commissions on those sales, under the Compensation Plan, will be the legal responsibility of, and will be paid by, Company or its assigns. Nevertheless, for administrative convenience, Bonuses and Commissions paid under the Compensation Plan generally should be issued on a single check or similar instrument or transaction, combining, for my convenience, the Bonuses and Commissions earned by both U.S. and non-U.S. sales.
8. Amendments. The Company may be required to amend the Agreement from time to time. The Company agrees to notify me of the amendments, which I may accept or reject. If I reject the amendments, I agree that the Company may choose not to renew the Agreement when its term expires.
9. If I elect ACH for payment of my Website Administration fees, the Company is hereby authorized and may debit my account on or after the date Website Administration fees are due, and I agree to maintain sufficient funds in my account to cover the automatic payments. If my ACH payment fails, I will contact Distributor Support at 1-800-250-4992, as the Company will not be held responsible for Active Status qualification shortfalls. I shall indemnify and hold the Company harmless from any and all liability which may arise out of the Company's initiating an authorized debit to my account, except the liability to maintain my Distributor website and provide a minimum (98%) up time of said website. ACH payment processing by the bank may take up to 5 business days. I therefore acknowledge that the Company will process the order in the week it receives the funds, and not when the ACH is initiated.
10. Term and Termination. The term of this Agreement is one year, subject to earlier termination in accordance with this Agreement or in accordance with law. The Company may refuse to renew this agreement for any reason. If this agreement is not renewed, or if it is terminated for any reason, I understand that my right to sell Company products and receive bonuses and commissions in respect of my activities as an independent Distributor will cease. The Company reserves the right to terminate this Agreement at any time upon 30 days notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products via direct selling channels, or at any time upon not less than 7 days notice and without further notice if the independent Distributor breaches this Agreement and fails to remedy the breach before the end of the notice period. I may cancel this Agreement at any time, and for any reason, upon written notice to Company (use our email address for contact).
11. No Assignment. I may not assign any rights or delegate my duties under the Agreement without the prior written consent of Company. Any attempt to transfer or assign the Agreement without the express written consent of Company renders the Agreement voidable at the option of Company and may result in termination of my business.
12. Release and Indemnification. To the maximum extent permitted by law, Company, or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as "affiliates"), shall not be liable for, and I release Company and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release Company and its affiliates from all liability arising from or relating to: (a) my, or any other Distributor's, breach of the Agreement; (b) the promotion or operation of a Company business by me or any other Distributor and any activities related to it, including, but not limited to, the presentation of Products or the Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc., and agree to indemnify Pure Remy and its affiliates for any liability, damages, fines, penalties, or other; (c) any incorrect data or information provided by me or any other Distributor to Company; (d) my, or any other Distributor's, failure to provide any information or data necessary for Company to operate its business; or (e) awards arising from any unauthorized conduct that I undertake in operating my business. I further agree to indemnify Company for any liability, damages, fines, penalties or other awards arising from any unauthorized conduct that I undertake in operating my Company business.
13. License to Use Certain Intellectual Property. The Company grants to me a non-exclusive, royalty free, revocable license to use the intellectual property in Company's name, trade marks (whether registered or unregistered), and other intellectual property rights in any materials or documents pertaining to the subject matter of this Agreement for the purpose of promoting the products and sourcing potential customers. I agree that the Company may impose restrictions on my use of Company's name, trade names and trademarks, logos and other intellectual property and advertising in order to protect the rights, reputation and image of Company, provided that such restrictions are applied to all distributors generally. I also agree to not apply singly or in association with any other party for registration of any intellectual property owned by Company capable of registration but not registered and to give all reasonable assistance, at Company's reasonable cost, to assist Company to register any such intellectual property.
14. Entire Agreement. The Agreement, in its current form and as amended by the Company, constitutes the entire contract between the Company and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
15. Waiver. Any variation or waiver by Company of any breach of the Agreement must be in writing and signed by an authorized officer of Company. Waiver by Company of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
16. Severability. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.
17. Delays. Company is not responsible for delays in the performance of its obligations under this Agreement when performance is made commercially impracticable due to circumstances beyond its reasonable control. 18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws.
19. Dispute Resolution. All disputes and claims relating to the Company, the Agreement, or any other claims or causes of action relating to the performance of me or another Distributor shall be settled totally and finally by arbitration. Nothing in the Agreement shall prevent the Company from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
20. Jurisdiction and Venue. The parties consent to jurisdiction and venue before any federal or state court in Hillsborough County, State of Florida, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. Louisiana residents: notwithstanding the foregoing, Louisiana residents may bring an action against Pure Remy with jurisdiction and venue as provided by Louisiana law.
21. Limitation of Action. If a Distributor wishes to bring an action against Company for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Company for such act or omission. Distributor waives all claims that any other statutes of limitations apply.
22. Montana Residents. A Montana resident may cancel his or her Distributor Agreement within 15 days from the date of enrollment.