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Terms and Conditions:
Pure Gen Holdings, Inc. Independent Business Owner Agreement
In accordance with the Terms and Conditions contained in this Agreement, I hereby submit my application to become an Independent Business Owner (“IBO”) with PURE Gen Holdings, Inc., (“the Company” or “PURE”), and hereby state and agree as follows:
I acknowledge that I have read and accept and agree to be bound by all terms and conditions of the Independent Business Owner Agreement, including the Terms and Conditions herein and the Policies and Procedures as amended. I certify that at least 70 percent of my orders will be consumed by me or sold retail. I will not purchase product solely for purposes of meeting sales volume goals. I understand that to become an IBO, no purchase is required other than an Enrollment Fee of $49 plus applicable tax, subject to the provisions set forth below. I understand that I may cancel my IBO account at any time (cancellation must be done through a submitted written request pursuant to the Policies and Procedures).
- I am of legal age, in the state or jurisdiction in which I reside, to enter into this Agreement. This Agreement becomes effective on the date signed by me, and received and accepted by the Company in its home office.
- Upon my acceptance of this Agreement, I understand that I will become an IBO of the Company, an account will be established on my behalf, and I will be eligible and authorized to participate in the selling and distribution of the Company’s goods and services globally where permitted in this Agreement and to receive commissions globally in connection with such sales in accordance with the Company’s Policies and Procedures and Compensation Plan.
- The term of this Agreement is one year unless terminated by the Company or myself in accordance with this Agreement. The Company may choose to automatically renew active IBOs who are in good-standing and have complied with all of the Terms and Conditions of the IBO Agreement.
- The Company assesses an annual renewal fee of USD $25 plus applicable tax per IBO. The Company will automatically debit the annual renewal fee from the method of payment identified on the IBO Application and Agreement or the method of payment employed when the IBO is enrolled online. The IBO must notify the Company, by emailing SalesSupport@livepure.com, at least thirty (30) days prior to the anniversary date of enrollment if the renewal is not desired to avoid the automatic renewal and the associated annual renewal fee. Failure to notify the Company within this period will result in the annual renewal fee being charged to the IBO. Note also, that although the enrollment fee may be waived for IBOs who are military members and their spouses or college students, all IBOs must still pay the $25 annual renewal fee plus applicable tax. Any IBO account that expires because of failure to renew, is terminated or is voluntarily canceled becomes the property of the Company and the Company may transfer, delete, or otherwise treat or utilize any or all such accounts as the Company deems to be in its own best interest. If an Autoship is maintained every twenty-eight (28) days from the date of enrollment up to the date of renewal, the annual renewal fee may be waived by calling Sales Support at 866-535- 5888 or emailing SalesSupport@livepure.com.
- I understand that either party to this Agreement may terminate this Agreement by giving written notice to the other party. The laws of the state of Texas govern this Agreement, and the parties agree that proper jurisdiction and venue shall be in the state and federal courts of Texas. This Agreement shall be binding on the permitted successors and assignees of both parties.
- I understand that as an IBO, I am an independent contractor, not an agent, employee, or franchisee of the Company. I am not authorized to bind the Company or to incur any obligation on behalf of the Company. I further understand and agree that I will not be treated as an employee for federal or state tax purposes. Nor will I be treated as an employee for purposes of the Federal Unemployment Act, the Federal Insurance Contributions Act, the Social Security Act, any State Unemployment Act, or State Employment Security Act, or any other State or Federal employment related laws. I understand and agree that I am responsible for the means and methods of my IBO business activities and that I am responsible to pay all applicable federal and state income taxes, self-employment taxes, sales taxes, local taxes, and/or local license fees that may become due as a result of my activities as an IBO under this Agreement.
- I understand and agree that any and all remuneration I receive from the Company will consist solely of retail profits from the completed sales of Company goods, and/or commissions or bonuses relating to the sale or other output derived from in-person sales, solicitations, or orders from ultimate consumers, primarily in the home or otherwise.
- I understand that I am not required to make any purchase in order to become an IBO, other than an annual enrollment fee. I understand I am not required to maintain an inventory of any kind in order to become an IBO. I further understand I may terminate my membership at any time for any reason subject to surviving terms hereof. To terminate my membership, I must give written notice to the Company pursuant to the Company’s Policies and Procedures. Where state laws on termination are inconsistent with this provision, then the applicable state law shall apply. Immediately upon termination or nonrenewal of this Agreement, I shall (a) lose all rights to purchase products from the Company at IBO cost; (b) cease from representing myself as an IBO of the Company; (c) lose all rights associated with my participation and position in the Compensation Plan, including all future commissions and earnings; and (d) take all other actions reasonably required by the Company, including the discontinuance of the use of Company’s trademarks and service marks. I understand that certain obligations or limitations regarding confidentiality of information, competition and non-solicitation, and others specified in the Company’s Policies and Procedures survive the termination and/or cancellation of this Agreement.
- I hereby agree to use only the current Company provided IBO website as provided to me to represent the Company’s product and Compensation Plan, unless the Company authorizes me to create and use my own website. I agree that I will not make unauthorized representations about the actual, potential, or expected earnings of any IBO or prospective IBO of the Company at any time.
- I understand that as an IBO, I am not guaranteed any income, nor am I assured of any profit or success. I understand that under the Compensation Plan I can earn compensation only upon the sales of the Company’s goods and services. I agree that I am responsible for all of my own business expenses in connection with my activities as an IBO.
- I further certify that neither the Company nor my sponsor has made any claims of guaranteed earnings or representations of anticipated earnings that might result from my efforts as an IBO, and that I have not relied upon any such guarantees from any source in making the decision to apply to become an IBO and to agree to these Terms and Conditions. I understand that my success as an IBO comes from retail sales, servicing customers, and the development of a sales organization through which I may generate sales. I understand and agree that I will make no statements, disclosures, or representations in selling the Company’s goods and services or in the sponsoring of other IBOs other than those contained in approved Company materials.
- I hereby agree that I will not advertise using the Company name, trade names or logos in any manner neither will I use any written, printed, recorded or any other material in advertising, promoting or describing the products of the Company marketing program, which has not been copyrighted and provided or approved in writing by the Company.
- I hereby agree to not re-package or re-label the Company’s goods or services or to sell said goods or services under any other name or label.
- I hereby consent and authorize the perpetual, unlimited use of my name, likeness, voice, visage and/or my written comments provided to the Company or obtained by the Company as a result of my use of Company products or services, provided such use is in connection with the advertisement, marketing or promotion of Company products, services, marketing programs, or promotional literature and supplies. I hereby certify that my testimonial or endorsement of such Company products or other personal participation is made of my own free will and that I have not and will not be paid any monetary sum for doing so.
- By submitting this Application and entering into this Agreement, I agree to and certify that I shall abide by the Company Policies and Procedures as modified from time to time pursuant to the terms set forth therein, all Terms and Conditions contained herein, including amendments, if any, thereto that I may hereafter agree to, and all applicable laws and regulations.
- CREDIT CARD ACCEPTANCE AGREEMENT: If I fail to pay for products or services, the Company is authorized to withhold the appropriate amounts from my commission and bonus checks, debit or credit card/electronic checking accounts, if any, which I have authorized the Company to charge. If payment owed isn’t made, the Company will not be responsible for the loss of any commissions and bonuses or other payments because of delays or errors in orders, charges, receiving agreements, or other acts outside of the control of the Company.
- I understand that federal or state agencies do not approve or endorse marketing programs. Therefore, I agree that I will not represent that the Company, its products, or program have been approved or endorsed by any government agency.
- I understand that any controversy, dispute, or claim arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope of applicability to this Agreement to arbitrate and any claim or attempt to set aside this arbitration provision SHALL BE SETTLED BY ARBITRATION pursuant to the terms set forth in the Policies and Procedures.
- I understand that the acceptance of this Agreement does not constitute the sale of a franchise or a distributorship, and that there are no exclusive territories granted to anyone, and that no franchise fees have been paid, nor am I acquiring any interest in a security by the acceptance of this Agreement.
- I understand that because of the personal nature of this Agreement, it may not be transferred or otherwise assigned by me without the prior written consent of the Company. The Company may assign this Agreement at any time.
- I understand and agree that this Agreement, including the Company’s Policies and Procedures as amended pursuant to the terms therein, and the Compensation Plan, incorporated herein by reference, constitutes the entire and integrated agreement between the parties hereto.
- I understand and agree that I have fairly and reasonably had the opportunity to read, discuss, consider, consent advisors of my choice regarding, and negotiate the terms and provisions of these Terms and Conditions and the Policies and Procedures, and any related documents, and that such terms and provisions are fair, reasonable, and balanced in affecting the rights and interests of PURE and myself. I also acknowledge and understand that PURE will necessarily and reasonably rely upon my expressed representations, as set forth herein, by accepting my application and in entering into this agreement. I understand that if I wish to propose different or additional terms to these Terms and Conditions or the Policies and Procedures, I may do so in writing through my personal sponsor to PURE, as set forth in the Policies and Procedures. I further acknowledge receiving a copy of this document and agree to abide by and be bound by the terms contained herein.
- I acknowledge that the Company’s trademarks, service marks, tradenames, patents and copyrighted materials are owned solely by the Company, and that use of such marks and materials by me must be in compliance with the Company’s written policies, as such may be amended pursuant to the terms set forth therein. I agree to use only written, recorded, or other promotional or advertising materials which have been produced by the Company and/or approved in writing by the Company. I further agree that the Company has the exclusive proprietary interest in its IBO and customer lists, IBO and customer information developed by or for the Company (such as credit data, product purchase information and customer profile data), IBO information including genealogy reports, manufacturing procedures, formulas, source codes, product development and in all operating, financial and marketing materials (“Confidential Information”); and that all such information is confidential. I shall not disclose the Confidential Information to any third party except in strict accordance with this Agreement and the Policies and Procedures. Confidential Information is disclosed to me on a “need to know” basis solely for use in my business with the Company. I shall not use the Confidential Information to market or sell products or services other than the Company’s products and services or in connection with any other business during the term of and after termination of this Agreement. Upon termination or non-renewal of this Agreement, I immediately shall cease all use of the Company’s trademarks, service marks and Confidential Information and return all such materials in my possession to the Company.
- I understand bonuses and commissions are paid via Digital Pay. A one-time registration process is required. I may register for Digital Pay at any point up to fourteen (14) days after receiving notification of my first bonus or commission. Bonuses and commissions must meet or exceed USD $27 in order to be issued via Digital Pay or direct deposit; bonuses and commissions less than USD $27 will be carried to the next pay/commission period. The primary, or first, email address on my IBO account should be used to register for Digital Pay. I understand I am required to have a valid email address on file with the Company to receive payments via Digital Pay. I understand I may opt-out of receiving payment via Digital Pay at any time by contacting the Company in writing by emailing SalesSupport@livepure.com or calling Sales Support at 866-535-5888. I may request payment via direct deposit into my bank account, or via a hard-copy check. I understand the Company will deduct a processing fee of USD $2 from each Digital Pay and direct deposit payment I am issued, and a processing fee of USD $10 from each hard-copy check I am issued. Bonuses and commissions must meet or exceed USD $35 in order to be issued via hard-copy check; bonuses and commissions less than USD $35 will be carried to the next pay/commission period. Failure to provide the Company with a valid email address, or failure to complete the Digital Pay registration process, will result in a balance forward on my account for any bonuses and commissions earned. In the case of a balance forward, I understand the Company reserves the right at its sole discretion to automatically issue a hard-copy check and deduct the associated processing fee.
- As an inducement for the Company to enter into this Agreement and in consideration of the mutual covenants contained herein and in the Policies and Procedures, I covenant and agree that during the term of this Agreement and for a period of one (1) year after termination/cancellation/expiration of the Agreement, I shall not, directly or indirectly, on my own behalf or on the behalf of any other person or entity, solicit, recruit, induce, or hire, or attempt to solicit, recruit, induce, or hire any IBO (whether active or inactive), employee, customer, supplier, or vendor of the Company with whom contact was made or whose contact information was obtained, directly or indirectly, at a Company-sponsored physical, telephonic or virtual event or other third-party physical, telephonic or virtual event organized to promote Company products and/or opportunities, or whom I have made contact or whose contact information I have obtained, directly or indirectly, through or with the use of any of the Company’s Confidential Information (including, but not limited to the Company’s genealogical and Downline information, retail and preferred customer lists and information, and IBO lists and information), or with whom I have had any substantial dealing while contracted with the Company (i) to enter into any other business or affiliate relationship with any other Network Marketing, Multi-level Marketing, or Direct Selling business (collectively “Direct Selling”), other than those customers or IBOs whom I personally sponsored into the Company, or (ii) to terminate or alter his or her business or contractual relationship with the Company. I acknowledge that the Company has developed, supported, and invested in its relationships with such IBOs, employees, customers, suppliers and/or vendors and further acknowledge that such relationships constitute valuable and proprietary assets of the Company and are considered Confidential Information pursuant to this Agreement and the Company’s Policies and Procedures. The term “recruit” means actual or attempted solicitation of, enrollment of, encouragement, or effort to influence in any way, either directly, indirectly, or through a third party, another IBO to enroll or participate in another Direct Selling business. I further agree to adhere to the additional non-solicitation and non- competition policies contained in the Policies and Procedures. I understand that in the event the Company believes I have used the Company’s Confidential Information in violation of these non-solicitation and non-competition provisions or of any other provisions in this Agreement or the Policies and Procedures, there shall be a rebuttable presumption that I misused the Company’s Confidential Information and that I must prove by clear and convincing evidence that any purported action was taken without the use in any way of any Confidential Information.
- The Company may amend this Agreement, the Policies and Procedures, prices for product, Company literature and/or the Compensation Plan at any time, effective thirty (30) days after publication or transmittal of such amendment in official Company publications, literature or voice mail, as applicable, and pursuant to the terms contained herein and in the Policies and Procedures.
- I agree to indemnify and hold harmless the Company, its subsidiaries, affiliates, and their shareholders, officers, agents, employees, and directors, from and against any claim, demand, liability, loss, cost or expense, including, but not limited to, court costs or attorneys’ fees, asserted against or suffered or incurred by any of them by reason of, directly or indirectly, arising out of or in any way related to or connected with, allegedly or otherwise, my (i) activities as an IBO including, without limitation, any unauthorized representations made by me; or (ii) breach of the terms of this Agreement.
- I understand that if PURE is found to be in breach of this Agreement, the amount of damages I may claim shall be limited to the amount of product that I personally purchased from the Company and have remaining on hand and any commissions currently owed to me.
- Except as expressly set forth herein, any communication, notice or demand of any kind whatsoever, shall be in writing and delivered either (i) by electronic communication (whether by email or telecopy if confirmed in writing sent), (ii) personally or by same day local courier services or overnight express delivery services; or (iii) by registered or certified mail, postage pre-paid, return receipt requested. Email or telecopy notices shall be deemed given one (1) day after the date sent of such notice. Notices delivered personally, by overnight express delivery service or by local courier service shall be deemed given as of actual receipt. Mailed notices shall be deemed given three Business Days after mailing. “Business Day” means any Monday through Friday other than any such day which, in the State of Texas, is a legal holiday or a day on which banking institutions are authorized or required by law or regulation to close. Any party may change its address for notice by giving written notice to the other party in the manner provided in this Section.
- All rights, powers and remedies given to the Company are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of the Company to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of the Company’s right to demand exact compliance therewith. Waiver by the Company can be effective only in writing by an authorized officer of the Company.
- I agree that upon a breach of this Agreement that the Company will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. I agree that the remedy at law for any breach of any provision of this Agreement shall be inadequate and that, in addition to any other remedies, in law or in equity, it may have, the Company shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to compel specific performance of this Agreement.
- The Company shall be entitled to its cost and expenses, including reasonable attorneys’ fees, in enforcing its rights under this Agreement.
- If under any applicable law or rule of any applicable jurisdiction, any provision of the Agreement is held to be invalid or unenforceable, the remainder of the Agreement will be interpreted as best to effect the intent of the parties hereto. The remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from the Agreement.
- My covenants and obligations to abide by the non-solicitation and Confidential Information covenants, and any other provision of this Agreement intended to survive termination or expiration this Agreement, shall survive termination or expiration of this Agreement.
- I hereby waive any and all rights I have to trial by jury with regard to any disputes or litigation that arise related to this Agreement or any of my business relationships with the Company.