Distributor Agreement Terms & Conditions (USA)
1. I understand that as an Independent Distributor (“Distributor”) for GelMoment Inc. (hereafter “GelMoment”):
a. I have the right to solicit orders for GelMoment products and services in accordance with these Terms and Conditions on behalf of GelMoment. I understand that it is within the exclusive right of GelMoment to accept or reject such orders.
b. I have the right to enroll persons as Distributors in GelMoment.
c. If qualified, I have the right to earn commissions pursuant to the GelMoment Compensation Plan.
2. I agree to present the GelMoment Compensation Plan and GelMoment products and services as set forth in official GelMoment literature.
3. I agree that as a GelMoment Distributor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of GelMoment. I agree that I will be solely responsible for paying all expenses that I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF GelMoment FOR FEDERAL OR STATE TAX PURPOSES. GelMoment is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind. I understand that I am not entitled to workers compensation or unemployment security benefits of any kind from GelMoment. I certify that: The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and; I am a U.S. citizen.
4. I have carefully read and agree to comply with the GelMoment Policies and Procedures, the GelMoment Compensation Plan, and the GelMoment Business Entity Addendum (the Business Entity Addendum applies only to business entities that apply to become a Distributor) each of which are incorporated into and made a part of these Terms and Conditions (these four documents shall be collectively referred to as the “Agreement”). If I have not yet reviewed the Policies and Procedures at the time I execute this Agreement, I understand that they are posted in my Back Office. I will review the Policies and Procedures within five days from the date on which I execute this Agreement. If I do not agree to the Policies and Procedures, my sole recourse is to notify the company and cancel my GelMoment Agreement. Failure to cancel constitutes my acceptance of the Policies and Procedures. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from GelMoment. I understand that the Agreement may be amended at the sole discretion of GelMoment, and I agree to abide by all such amendments. Notification of amendments shall be posted in my Back-Office. Amendments shall become effective 30 days after publication, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of my GelMoment business or my acceptance of bonuses or commissions after the effective date of any amendment shall constitute my acceptance of any and all amendments.
5. The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures). If I do not renew my GelMoment business by paying the annual renewal fee, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Distributor. I shall not be eligible to sell GelMoment products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from my activities or the activities of my former downline sales organization. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. GelMoment reserves the right to terminate all Distributor Agreements 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 and/or services via direct selling channels.
6. I may not assign any rights under the Agreement without the prior written consent of GelMoment. Any attempt to transfer or assign the Agreement without the express written consent of GelMoment renders the Agreement voidable at the option of GelMoment and may result in termination of my business.
7. I understand that if I fail to comply with the terms of the Agreement, GelMoment may impose upon me disciplinary sanctions as set forth in the Policies and Procedures.
8. GelMoment, its parent and/or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release GelMoment 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 GelMoment and its affiliates from all liability arising from or relating to my promotion or operation of my GelMoment business and any activities related to it (e.g., the presentation of GelMoment products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify GelMoment for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.
9. The Agreement, in its current form and as amended by GelMoment at its discretion, constitutes the entire contract between GelMoment and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
10. Any waiver by either party of any breach of the Agreement must be in writing and signed by the party, or an authorized agent of the party, against whom the waiver is asserted. Any waiver of a breach by a party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.
11. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Agreement will remain in full force and effect.
12. This Agreement will be governed by and construed in accordance with the laws of the Province of Quebec, without regard to principles of conflicts of laws. In the event of a dispute between a Distributor and GelMoment arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures. GelMoment shall not be obligated to engage in mediation as a prerequisite to disciplinary action against a Distributor. If the parties are unsuccessful in resolving the dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.
13. Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or Distributor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award. In all actions before the courts, the parties consent to exclusive jurisdiction and venue before the court residing in Quebec, Canada.
14. LA Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.
15. MD Residents: Should a resident of Maryland cancel the contract for any reason within 3 months after the date of receipt of goods or services first ordered, upon cancellation the Company will repurchase the goods and the repurchase price shall be at least 90% of the original price paid by the participant.
16. MT Residents: A Montana resident may cancel the Distributor Agreement within 15 days from the date of enrollment, and may return his or her Gel Basic , GelPower or GelPro kit and any products he or she purchased for a full refund.
17. LA, MA and WY Residents: Should you cancel your Distributor Agreement, GelMoment will refund 90% of the purchase price for any administrative fees you have incurred during the current year upon receipt of your written request.
18. Puerto Rico Residents: You may cancel this Agreement at any time within 90 days from the date of enrollment, or at any time upon showing the Company’s noncompliance with any of the essential obligations of the distribution contract or any act or omission by the Company adversely affecting the interests of the dealer in the development of the market of the properties or services. Your cancellation must be sent to the Company in writing and sent via registered mail. If you cancel under these conditions, the Company shall: (a) Reacquire the total of the products that you purchased from the Company which are in your possession and in good condition at a price of not less than ninety percent (90%) of their original net cost; (b) Return to you not less than ninety percent (90%) of the original net cost of any services that you acquired from the Company; (c) Return 90% of any sum paid by you for the purpose of participating in the business.
19. A participant in this multilevel marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address or via email to firstname.lastname@example.org.
20. If a Distributor wishes to bring an action against GelMoment 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, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims against GelMoment for such act or omission. Distributor waives all claims that any other statute of limitations applies.
21. I grant GelMoment an irrevocable license to use my name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums, and I waive all claims for remuneration for such use. I further waive my right to inspect or approve all draft, beta, preliminary, and finished material.
22. I certify that I am 18 years of age.