Terms and Conditions
1 I understand that as a JDI)TM) Independent Business Owner. (hereinafter “JDI IBO”):
a. I have the right to purchase products and services from JDI at JDI IBO Prices.
b. I have the right to offer for sale JDI products and services in accordance with these Terms and Conditions.
c. I have the right to enroll Independent Business Owners in JDI.
d. I will assist, train, and motivate Independent Business Owners in my downline marketing organization.
e. I will comply with all federal, state, provincial, county and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, provincial, county or municipal law, ordinance, rule or regulation.
f. I will develop, service, and/or maintain at least one account per month and that may be my own. I understand that I must keep accurate records of retail sales and JDI may periodically ask me to provide it with documentation of such sales.
g. In order to be eligible to receive bonuses and commissions, I must have at least one of my own Personal Volume. I will not purchase any products or services solely for the purpose of qualifying for overrides, commissions or bonuses.
h. I will perform my obligations as a Independent Business with honesty and integrity.
i. I will only use the sales contracts and order forms which are provided by JDI for the sales of its goods and services, and I will follow all policies and procedures established by Stemtech for the completion and processing of such contracts and orders.
2. I agree to present the JDI Marketing and Compensation Plan and JDI products and services as set forth in official JDI literature. I will make no claims regarding potential income, earnings, products or services beyond what is stated in official Stemtech literature and as is set forth in the JDI Policies & Procedures.
3. I agree that as a JDI IBO I am an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of Stemtech. I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of JDI. I understand that I shall control the manner and means by which I operate my JDI IBO distributorship, subject to my compliance with these Terms and Conditions, the JDI Policies and Procedures, and the JDI Marketing and Compensation Plan (all of which are collectively referred to as the "Agreement"). I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF JDI FOR FEDERAL, STATE OR PROVINCIAL TAX PURPOSES. JDI is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection agreements between Stemtech. and appropriate taxing jurisdictions, and all related rules and procedures.
4. I have carefully read and agree to comply with the JDI Policies and Procedures and the JDI Marketing and Compensation Plan, both of which are incorporated into and made a part of these Terms and Conditions. I understand that I must be in good standing, and not in violation of any of the terms of this Agreement, in order to be eligible to receive any bonuses or commissions from JDI. I understand that these Terms and Conditions, the JDI Policies and Procedures, or the JDI Marketing and Compensation Plan may be amended from time to time, and I agree that any such amendment will apply to me. Notification of amendments shall be published in official JDI materials and sent to all Independent Business Owners. The continuation of my JDI IBO distributorship or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments.
5. The term of this Agreement is one year. If I fail to annually renew my JDI business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Independent Business Owner. I shall not be eligible to sell JDI products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. JDI expressly reserves the right to terminate all JDI IBO Agreements upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate divisdion entity; or (3) terminate distribution of its products and services via direct selling. In the event of cancellation, termination or nonrenewal, I agree to 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.
6. I may not assign any rights or delegate my duties under this Agreement without the prior written consent of JDI. Any attempt to transfer or assign this Agreement without the express written consent of JDI renders this Agreement voidable at the option of JDI and may result in termination of my distributorship.
7. I understand that if I fail to comply with the terms of this Agreement, JDI may, at its discretion, terminate my distributorship or impose upon me other disciplinary action, including but not limited to, forfeiture of bonuses and commissions, loss of all or part of my downline marketing organization. If I am in breach, default or violation of this Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If this Agreement is terminated for any reason, I will forever lose my rights as a Independent Distributor, including rights to my downline marketing organization, and rights to compensation pursuant to the JDI Marketing and Compensation Plan. If I fail to pay for products or services when payment is due, I authorize JDI to withhold the appropriate amounts from my bonuses or commissions, to charge my credit cards, or debit my accounts, if any, which I have authorized JDI to charge. I understand that the failure to promptly pay for products constitutes a breach of this Agreement.
8. To the extent permitted by law, JDI, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred as “affiliates”), shall not be liable for, and I release JDI and its affiliates from, and waive all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by me as a result of: (a) my breach of this Agreement or the JDI Policies and Procedures; (b) the improper promotion or operation of my distributorship and any activities related to it (e.g., the presentation of JDI products or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.); (c) any incorrect or wrong data or information provided by me; or (d) the failure to provide any information or data necessary for JDI to operate its business, including without limitation, my enrollment and acceptance into the Marketing and Compensation Plan or the payment of Commissions or Bonuses. I agree that the entire liability of JDI and its affiliates for any claim whatsoever related to the relationship of JDI and myself, including, but not limited to, any cause of action sounding in contract, tort or equity shall not exceed, and shall be limited to, the amount of products I have purchased from JDI under this Agreement or any other agreement that are in resalable condition. I further agree to indemnify, hold harmless, and defend at my expense JDI and its affiliates against any and all claims, demands, costs, losses, damages, liabilities, judgments, attorney fees and all other expenses arising or alleged to arise in connection with my distributorship.
9. This Agreement constitutes the entire contract between JDI and myself. Any promises, representations, offers, or other communications not expressly set forth in this Agreement are of no force or effect. To the extent of any conflict or inconsistency between this Agreement and any other agreement (other than the Policies and Procedures), this Independent Distributor Application and Agreement shall supersede and prevail over any term of any other agreement as to the matters addressed herein. To the extent of any conflict or inconsistency between this Agreement and the Policies and Procedures (in their current form or as subsequently modified), the Policies and Procedures shall in all instances supersede and prevail over any term of this Agreement as to the matters addressed herein.
10. Any waiver by JDI of any breach of this Agreement must be in writing and signed by an authorized officer of JDI. Waiver by JDI of any breach of this Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
11. In the event that a provision of this 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.
12. This Agreement will be governed by and construed in accordance with the laws of the State of Nevada or PA at the request of JDI, unless the laws of the state in which I reside expressly require the application of its laws. Except as set forth in the JDI Policies and Procedures, or unless the laws of the state in which I reside expressly prohibit the consensual jurisdiction and venue provisions of this Agreement, in which case its laws shall govern, all disputes and claims relating to JDI, the JDI IBO Distributor Agreement, the JDI Marketing and Compensation Plan or its products and services, the rights and obligations of an independent Independent Distributor and JDI, or any other claims or causes of action relating to the performance of either an independent Independent Distributor or JDI under the Agreement or the JDI Policies and Procedures shall be settled totally and finally by arbitration in Philadelphia, PA or such other location as JDI prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The parties shall be allowed all discovery rights pursuant to the Federal Rules of Civil Procedure. If a JDI IBO Independent Distributor files a claim or counterclaim against JDI, a Independent Distributor shall do so on an individual basis and not with any other Independent Distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the losing party costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
13. The parties consent to jurisdiction and venue before any federal or state court in Montgomery County , State of Pennsylvania, USA for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state/province in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state’s/province’s law shall govern issues relating to jurisdiction and venue.
14. I certify that the taxpayer identification number entered above is my correct taxpayer identification number. I have not been a JDI IBO Independent Distributor, or a partner, shareholder, member, or principal of any entity having a JDI IBO distributorship in the past six months. I understand that any intentional misrepresentation of any information I provide on this Independent Distributor Application and Agreement may result in action by JDI, up to and including termination of the Independent Distributor Agreement. I certify that I am legal age (the age of majority) for the state in which I reside. I have carefully read the Terms and Conditions of Independent Distributor Agreement, the JDI Marketing and Compensation Plan, and the JDI Policies and Procedures, and agree to abide by them. I understand that I have the right to terminate my JDI IBO business at any time, with or without reason. I agree that such termination must be in writing.
15. I consent to JDI's use my name, likeness, personal story, and/or photograph, for promotional purposes, and I waive all claims to remuneration for such use.
16. NOTICE OF RIGHT TO CANCEL
You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS from the date set forth on the front of this Application. If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled.
If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s
expense and risk.
If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.
To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send a telegram, to JDI., 20104 Valley Forge Circle, King of Prussia, PA 19406, NOT LATER THAN MIDNIGHT of the third business day following the date set forth above.
