1. Obligations and Representations.
I understand that as an Affiliate of All Natural 100 LLC (From here forth referred to as AN100 LLC):
- I have the right to offer for sale AN100 LLC products and services by the terms and conditions of this Affiliate Agreement.
- I must be and am of legal age in the state in which I reside. I have the right to build an AN100 LLC sales organization.
- I will teach and motivate the Affiliates in my downline marketing organization. • I must be and am of legal age in the state in which I reside.
- I will comply with all federal, state, county, and municipal laws, ordinances, and regulations. I shall make all reports and remit all withholdings or other deductions as required by any federal, state, county, or municipal law, ordinance, rule, or regulation.
- I will perform my obligations as an Affiliate with honesty and integrity.
- I will use only the sales agreements and order forms provided by AN100 LLC for the sale of goods and services, and I will follow all policies and procedures established by AN100 LLC to complete and process such agreements and orders.
2. Independent Contractor Status.
- I agree that as an AN100 LLC Affiliate, I am an independent contractor, not an employee, agent, partner, legal representative, or
franchisee of AN100 LLC.
- I am not authorized to and will not incur any debt, expense, or obligation or open any checking account on behalf of, for, or in the
name of AN100 LLC.
- I understand that I shall control the manner and means by which I operate my AN100 LLC business, subject to my compliance with this Agreement, the AN100 LLC Policy Manual, and the AN100 LLC Sales Compensation Plan (all of which are collectively referred to as the “Contract”).
- I agree that I will be solely responsible for paying all expenses I incur, including but not limited to travel, food, lodging, secretarial, office, long-distance telephone, and
- I UNDERSTAND I WILL NOT BE TREATED AS AN EMPLOYEE OF AN100 LLC FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge and agree that AN100 LLC 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 and remittance agreements between AN100 LLC, all appropriate taxing jurisdictions, and all related rules and procedures.
3. Presenting OHNI Inc Products and Services.
- I agree to present the AN100 LLC Compensation Plan, products, and services as set forth in official AN100 LLC literature and presentations.
4. OHNI IncPolicies.
- I have carefully read and agree to comply with the AN100 LLC Policy Manual and the AN100 LLC Sales Compensation Plan, which are incorporated into the Affiliate Agreement by this reference and become part of the Contract.
- I understand that I must be in good standing and not in violation of any of the terms of the Contract to be eligible to receive any bonuses or commissions from AN100 LLC.
- I understand that the Contract, including this Affiliate Agreement, the AN100 LLC Policy Manual, and the AN100 LLC Sales Compensation Plan, may be amended at any time at the sole discretion of AN100 LLC, and I agree that upon 30 days’ notice, any such amendment will apply to me. Notification of amendments will be published in official AN100 LLC materials, including the Company’s official website. The continuation of my AN100 LLC business or my acceptance of bonuses or commissions shall constitute my acceptance of any amendments to the contract.
5. Term and Termination.
- The term of this Contract and each subsequent renewal is one year. Unless a party notifies the other of its intent to terminate the Contract, I understand and agree that the Contract is renewed automatically each year on its anniversary date.
- I agree that AN100 LLC may terminate my account at any time for violation of the terms and conditions of the Contract, including any amendments to it. Suppose my Contract is canceled or terminated for any reason. In that case, I understand and agree that I will permanently lose all rights as an Affiliate, and I shall not be eligible to sell AN100 LLC products or services or to receive commissions, bonuses, or other compensation from the activities of my former downline sales organization. In the event of cancellation, termination, or nonrenewal, I agree to forfeit and waive all rights I have, including but not limited to property rights, my former downline organization, and any commissions, bonuses, or other compensation derived through the sales and other activities of my former downline organization.
- If my Contract is not renewed, cancelled, or terminated for any reason, I agree to immediately discontinue the use of AN100 LLC trademarks, service marks, and copyrighted materials. • I also agree that during the term of this Contract and for one (1) year following the termination or cancellation of this Contract, regardless of the reason for termination or cancellation, I will not directly or indirectly solicit or recruit, as defined in the AN100 LLC Policy Manual, any AN100 LLC Affiliate who is in my current or former downline organization or with whom I
became acquainted by my participation as an All Natural 100 LLC Affiliate.
- I may not assign any rights or delegate my duties under this Contract without the prior written consent of AN100 LLC. AN100 LLC may freely assign the Contract at any
time. Any attempt to transfer or assign the Contract without the express written consent of AN100 LLC renders the Contract terminable at the option of AN100 LLC
and may result in the termination of my business.
6. Breach of the Agreement.
- I understand that if I fail to comply with the terms of my Contract, AN100 LLC may, at its sole discretion, impose disciplinary action upon me as outlined in the AN100 LLC Policy Manual. Suppose I am in breach, default, or violating the Contract at termination. In that case, 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 I fail to pay for products or services when payment is due or am indebted to AN100 LLC for any reason, including but not limited to commissions or bonuses paid on returned products, I authorize AN100 LLC to withhold and retain the appropriate amounts from my bonus or commission checks or to charge my credit cards or other accounts which I have placed on file
with AN100 LLC.
1. Limitation of Liability and Indemnification.
- AN100 LLC, its members, managers, directors, officers, shareholders, employees, assigns, and agents (collectively called “affiliates”) shall not be liable for special, indirect, incidental, consequential, punitive, or exemplary damages.
- If AN100 LLC breaches the Contract, the maximum damages I may claim shall be limited to the amount of unsold inventory I purchased from the company and remains on hand. • I release and agree to indemnify AN100 LLC and its affiliates from any liability, damages, fines, penalties, or other awards or settlements arising from or relating to my actions in the promotion or operation of my AN100 LLC independent business and any activities related to it (for example, but not limited to, the presentation of AN100 LLC products or Sales Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, the making of any unauthorized claims, the failure to comply with any applicable federal,
state, or municipal law or regulation, etc.).
8. Entire Agreement.
- This Affiliate Agreement, the Sales Compensation Plan, and the AN100 LLC Policy Manual, in their current forms and as amended by AN100 LLC at its discretion, constitute the entire agreement and Contract between AN100 LLC and myself.
- Any promises, representations, offers, or other communications not expressly outlined in this Affiliate Agreement and Contract are of no force or effect. To the extent of any conflict or inconsistency between this Affiliate Agreement and the Policy Manual (in their current form or as subsequently modified), the Policy Manual shall govern.
9. Waiver and Severability.
- Any waiver by AN100 LLC of any breach of the Contract must be in writing and signed by an authorized officer of AN100 LLC. A waiver by AN100 LLC of any breach of my Contract shall not operate or be construed as a waiver of any subsequent breach.
- If any provision of the Contract is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Contract will remain in full force and effect. The covenants to protect AN100 LLC trade secrets, confidential information, intellectual property, and other proprietary materials, as set forth more fully in the Policy Manual, shall survive the termination of the Contract.
10. Resolution of Conflicts.
- In the event of any dispute, claim, question, or disagreement arising from or relating to this Affiliate Agreement or the Contract or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate in good faith and, recognizing their mutual interests, attempt to reach a
just and equitable solution satisfactory to both parties.
- If they do not reach such a solution within 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered in Wilmington, DE., by the American Arbitration Association by the provisions of its Commercial Arbitration Rules. Judgment on the award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. This agreement to arbitrate shall survive any termination or expiration of the Contract.
- Notwithstanding this arbitration provision, nothing herein shall prevent AN100 LLC from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary
restraining order, preliminary injunction, permanent injunction, or other relief available to safeguard and protect AN100 LLC’s interest before, 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.
11. Governing Law.
- The parties consent to exclusive jurisdiction and venue before any federal court in New Castle County or any state court in Delaware to seek equitable relief and/or enforce an award by an arbitrator or any other matter not subject to arbitration. Suppose the law of the state where the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation. In that case, that state’s law shall govern issues relating to jurisdiction and venue.
- I agree that, notwithstanding any statute of limitation to the contrary, any claim or action I wish to bring against AN100 LLC for any act or omission relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against AN100 LLC for such act or omission. I waive any claims or rights to have any other statute of limitation apply.
12. Use of Name and Image.
- I authorize AN100 LLC to use my name, photograph, videos, personal story, and/or likeness in advertising or promotional materials and waive all compensation claims.
13. Electronic Communication.
- I authorize AN100 LLC and its affiliates to communicate with me through electronic mail or fax at the email address or fax number provided in this Affiliate Agreement. I understand that such email may include offers or solicitations for selling and purchasing AN100 LLC products, sales aids, or services.
- Emailed and faxed copies of this Affiliate Agreement shall be
deemed original. To be valid, copies submitted to AN100 LLC by fax must include the front and back of the document.
14. Data Protection.
- If Member desires to use a physical form to enroll, Member agrees to cut off payment card information from the physical form and shred payment card information before submitting the physical form to AN100 LLC.
- I give consent for AN100 LLC to process the personal data contained in this application/agreement and to transfer this personal data, together with information about this Affiliate account’s future sales activities, to any of AN100 LLC’s worldwide subsidiaries and affiliated companies, and to other Affiliates who are in the same sales organization or distribution chain, for the sole purpose of administering the sales and distribution of AN100 LLC products and providing reports to its Affiliates of
sales activity in their sales organizations.
- I understand that this transfer of information may be made to countries without a level of legal protection of privacy
equivalent to that provided in my home country.
- I understand that if I receive sales reports containing personal data of other Affiliates, I agree that I will not use such data except in the administration and development of my affiliate organization and that upon termination of my Contract, I will immediately delete all such personal data from my files, except as otherwise required by law. • The parties agree that this
obligation survives the termination of the Contract. If you do not want this personal data processed or transferred as described herein, please do not create an Affiliate
account with AN100 LLC.
* All words with trademarks or registered trademark symbols are trademarks or registered trademarks of Optimum Health Now International INC