1. I understand that as a Member of E-YOUNG Pty Ltd (Private Limited), a company incorporated under the law of Australia (hereinafter referred to as" E-YOUNG " or "Company"):
a. I have the right to purchase and retail merchandise in accordance with these Terms and Conditions and the Policies and Procedures set out by the Company;
b. I have the right to sponsor and enroll Members and/or Shoppers into E-YOUNG or E-YOUNG website;
c. I shall assist, train, and motivate any and all the Members under me in my downline organization;
d. I will comply with all national, federal, provincial, state, territorial, county, local, and municipal laws, ordinances, rules, and regulations, and shall make all declarations and remit all withholdings or other deductions as may be required by any national, federal, provincial, state, territorial, county, local, and municipal laws, ordinances, rules or regulations pertaining to me in conducting the E-YOUNG business; and
e. I shall perform my obligations as a Member with honesty and integrity.
2. I agree to present without alteration the E-YOUNG Sales Compensation Plan and E-YOUNG merchandise as set forth in official E-YOUNG material provided by the Company. I will make no claims regarding potential income, earnings, beyond what is stated in official E-YOUNG material. Except as set forth in the Policies and Procedures, or unless I have received express written permission from E-YOUNG, I will not: (a) use, produce, create, publish, distribute, or obtain from any source other than E-YOUNG, any literature, recordings (audio, video, or otherwise), sales or enrollment aids relating to E-YOUNG merchandise, or the E-YOUNG Sales Compensation Plan; (b) use or display any E-YOUNG trademarks, trade names, service marks, logos, designs or symbols; (c) advertise E-YOUNG merchandise or the E-YOUNG opportunity.
3. I agree that as an E-YOUNG Member I am an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of E-YOUNG. 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 E-YOUNG. I understand that I shall control the manner and means by which I operate my E-YOUNG membership, subject to my compliance with these Terms and Conditions, the E-YOUNG Policies and Procedures and the E-YOUNG Sales Compensation Plan (all of which are collectively referred to as the "Agreement"). I agree that I shall be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATEDAS AN EMPLOYEE OF E-YOUNG FOR NATIONAL, FEDERAL, PROVINCIAL, STATE, TERRITORIAL, COUNTY, LOCAL, OR MUNICIPAL TAX PURPOSES. E-YOUNG is not responsible for withholding, and shall not withhold or deduct from my commissions, if any, withholdings or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all tax collection agreements between E-YOUNG and all appropriate taxing jurisdictions, and all related rules and procedures.
4. I have carefully read and agreed to comply with the E-YOUNG Policies and Procedures and the E-YOUNG Sales 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 commissions from E-YOUNG. I understand that these Terms and Conditions, the E-YOUNG Policies and Procedures, or the E-YOUNG Sales 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 E-YOUNG material and sent to all Members via email. The continuation of my E-YOUNG membership or my acceptance of 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 E-YOUNG business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Member. I shall not be eligible to sell E-YOUNG merchandise nor shall I be eligible to receive commissions or other income resulting from the activities of my former downline organization. E-YOUNG expressly reserves the right to terminate all Member Agreements upon thirty (30) days notice via email in the event that it elects to:
(1) cease business operations;
(2) dissolve as a corporate entity; or
(3) terminate distribution of its merchandise via direct selling.
In the event of cancellation, termination or non-renewal, I shall lose all rights but otherwise in any event I shall waive all rights I have, including but not limited to any proprietary rights attached to my former downline organization and to any commissions or other remuneration derived through the sales and other activities of my former downline organization.
6. I shall not assign any rights or delegate my duties under the Agreement or any part of the Agreement without the prior written consent of E-YOUNG. Any attempt to transfer or assign the Agreement or any part thereof without the express written consent of E-YOUNG shall render the whole and all the Agreement voidable at the option of E-YOUNG and may result in termination of my membership.
7. I understand that if I fail to comply with the terms of any of the Agreement, E-YOUNG may, at its sole discretion, terminate my membership or impose upon me other disciplinary action, including but not limited to, forfeiture of commissions, loss of all or part of my downline organization. If I am in breach, default or violation of this Agreement, upon termination, I shall not be entitled to receive any further commissions, whether or not the sales for such commissions have been completed. If this Agreement is terminated for any reason, I will forever lose my rights as a Member, including rights to my downline organization, and rights to compensation pursuant to the E-YOUNG Sales Compensation Plan. If I fail to settle any outstanding payment due to E-YOUNG, I authorize E-YOUNG to withhold the appropriate amounts from my commissions, or debit my Member's Bonus eAccount, if any, which I have authorized E-YOUNG to charge. I understand that failure to promptly pay for merchandise purchased constitutes a breach of this Agreement.
8.To the extent permitted by law, E-YOUNG, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred as "affiliates"), shall not be liable for, and I release E-YOUNG and its affiliates from, and waive all claims for any direct or indirect, special or consequential, loss of profits, damages or any other loss incurred or suffered by me as a result of:
(a) my breach of any part of the Agreement
(b) the improper promotion or operation of my membership and any activities related to it (e.g., the presentation of E-YOUNG merchandise or Sales 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
(d) the failure to provide any information or data necessary for E-YOUNG to operate its business, including without limitation, my enrollment and acceptance into the Sales Compensation Plan or the payment of Commissions.
I agree that the entire liability of E-YOUNG and its affiliates for any claim whatsoever related to the relationship of E-YOUNG and myself, including, but not limited to, any cause of action arising in contract, tort or equity shall not exceed, and shall be limited to, the amount of merchandise I have purchased from E-YOUNG. I further agree to indemnify, hold harmless, and defend, at my own expense, E-YOUNG 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 membership.
9. The Agreement constitutes the entire contract between E-YOUNG and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. To the extent of any conflict or inconsistency between the Agreement and any other agreement the 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 these Member Terms and Conditions and the E-YOUNG Policies and Procedures (in their current form or as subsequently modified), the E-YOUNG Policies and Procedures shall in all instances supersede and prevail.
10. Any waiver by E-YOUNG of any breach by the Member under the Agreement must be in writing and signed by an authorized officer of E-YOUNG Any particular waiver by E-YOUNG of any breach of the Agreement shall not operate or be construed as a waiver for other or any subsequent breach.
11. In the event that any provision of the Agreement is held to be invalid or unenforceable, it shall not render the whole Agreement invalid and unenforceable, and the remaining portion of the Agreement shall remain in full force and effect.
12. This Agreement will be governed by and construed in accordance with the laws of Australia. All disputes and claims relating to E-YOUNG, the Agreement, the E-YOUNG Sales Compensation Plan or its merchandise, the rights and obligations of an independent Member or any other claims or causes of action relating to the performance of either an independent Member or E-YOUNG under the Agreement shall be settled totally and finally by arbitration in Sydney or such other location as E-YOUNG prescribes. If a Member files a claim or counterclaim against E-YOUNG, a Member shall do so on an individual basis and not with any other Member 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. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. Each of the parties shall be responsible for one-half of the total of:
(1) the arbitrator's or arbitrators' fees; and
(2) the costs of arbitration. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
13. The parties consent to jurisdiction and venue before any national, federal, state, provincial, or territorial court in Australia for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration.
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