WORLD INFORMATION NETWORK FOUNDATION LTD (WIN)
2. As an AFM, I will market the WIN memberships and products/services as an independent contractor and without the direct control of my activities by WIN.
3. Qualifications: I am of legal age in the state or country where I reside. I understand that I must be in compliance with this Agreement to be eligible to earn and receive commissions and other compensations from WIN.
4. I understand and agree that in order to become and remain a commissionable AFM each month as to memberships sold I must have personally enrolled, at any time, a non-Affiliate Member who is an active (paying) Member during each monthly commission period.
5. Independent Contractor Status: I agree that my relationship as an AFM is that of independent contractor. I am not an employee, agent, legal representative or employee of WIN or its affiliates, and I will not make any representations otherwise. I may not bind the WIN to any agreement or obligation. I am solely responsible for determining my activities in the conduct of my Representative business and for paying all expenses I incur, including but not limited to travel, food, lodging, office, permits and license fees and all other expenses, whether business or personal. I will not be treated as an employee of WIN for federal or state tax purposes. I am responsible for all liability, health, disability, workers’ compensation and other insurance.
6. As an independent contractor, I am solely responsible for the payment of all federal, state and local taxes, including, but not limited to, self-employment, withholding, unemployment and Social Security taxes, and any other taxes which may be attributable to my activities and earnings under this Agreement. To the extent required by law, I am responsible for the payment of any applicable sales, use or other similar taxes.
7. Termination: I may terminate this Agreement for any reason, at any time, by giving WIN written notice delivered to the Company’s Home Office by Mail, courier service or email. The Company may terminate this Agreement or impose disciplinary action on me immediately upon written notice in the event that I breach this Agreement.
8. I will operate my AFM business in a lawful and ethical manner and perform my obligations as an AFM with honesty and integrity and in compliance with all federal, state and local laws.
9. Support: I acknowledge that as an AFM I must support and maintain regular communication with and support to all AFMs I personally sponsor, as well as those in my commissionable AFM downline sales organization.
10. Proprietary Rights/Use of Materials: I acknowledge that WIN’s present and future trademarks, service marks, trade names, patents and copyrighted materials are owned solely by WIN or its licensors, and that use of such marks and materials by me must be in compliance with WIN’S written policies. I agree to use only written, recorded or other promotional or advertising materials which have been produced by WIN and/or approved in writing by WIN prior to their use. I hereby transfer all proprietary rights in and to any materials that I produce regarding WIN’s sales program, products and/or services to WIN in perpetuity (including but not limited to all information posted on my Company Web page). I agree to assist the Company with any requirements necessary to protect such rights.
11. I agree that WIN has the exclusive proprietary ownership of its Member and Affiliate lists and information, and in all operating, financial and marketing materials in any way related to this Agreement; and that all such information is confidential. I shall not disclose such information to any third party except in strict accordance with this agreement; that such information is confidential and I shall not use such information, nor assist others to do so to sell products or services other than offered by WIN nor in connection with any other business during terms of and after termination of this Agreement. Upon termination or nonrenewal of this Agreement, I immediately shall cease all use of the proprietary and confidential information.
I understand and agree that all Members and Affiliates I enroll on behalf of the WIN are exclusively the Members and Affiliates of WIN. During the term(s) of this Agreement and for 120 days thereafter, I will not, directly or indirectly, (i) market, offer or sell products or services that compete with, or are similar to, those offered by WIN or (ii) otherwise solicit, divert, take away or interfere with any of the customers, employees or business of WIN or its affiliates. During the term of this Agreement and, for 120 days thereafter, I will not, directly or indirectly, on behalf of myself or any other individual or company, solicit or induce any WIN Member or AFM whom I have not personally sponsored, or employee of WIN or its affiliates. I will not ask or encourage any WIN Member of AFM to terminate or alter his or her business or contractual relationship with WIN.
13. I agree to indemnify and hold WIN and its affiliates, and their respective officers, directors, and employees (the “Indemnified Parties”), jointly and severally, harmless from and against any and all alleged claims, damages, expenses, fines or penalties, including any attorneys’ fees, arising out of my (i) activities as a AFM including, without limitation, any unauthorized representations or slamming activities; (ii) breach of the terms of this Agreement; or (iii) violation of or failure to comply with any applicable federal, state or local laws or regulations. I agree that none of the Indemnified Parties shall be liable, jointly or severally, to me for: (i) any loss or damage incurred by me arising in connection with the performance of WIN’s or its affiliates’ obligations to its Members, including the provision of products or services; (ii) economic loss, including without limitation loss of profits, revenues or anticipated income; (iii) loss of goodwill or business opportunity; or (iv) for any indirect, special, punitive, incidental or consequential loss or damages, howsoever arising.
14. WIN reserves the right to amend these Terms and Conditions, the AFM Compensation Plan, company materials, and product and service prices from time to time, in its sole discretion, which modifications shall become a binding part of this Agreement. Such amendments shall be published by email to AFM and shall become effective five (5) days after publication.
15. Assignment: This Agreement may not be sold, pledged or assigned by me except as expressly permitted by WIN, which may withhold its consent in its sole discretion.
16. I acknowledge that I have not received any representation or statement from WIN or any other person that (i) my AFM business may, can or will generate income or be profitable; (ii) I can earn back any investment in training, product, services and/or sales aids; (iii) WIN will make up any financial losses which may occur; or (iv) any particular product or service will be offered. I shall not represent, directly or indirectly, that any person may, can or will have any potential or actual earnings or profit, or that sponsorship of other AFMs or the solicitation of Members is easy to secure or retain.
17. Governing Law: This Agreement shall be governed by and construed and enforced under the laws of the State of Ohio without regard to conflicts of law principles.
18. Arbitration: Except as set forth herein, any dispute between WIN and its affiliates and myself, including but not limited to, those arising out of or relating to this Agreement or the Policies and Procedures shall be exclusively resolved by binding arbitration. Arbitration shall occur in Cleveland, Ohio under the Commercial Rules of the American Arbitration Association. Each party shall be solely responsible for their own fees and costs. The arbitrator may award in addition to declaratory relief, contract damages and injunctive relief. An arbitration award may be enforced in any court of competent jurisdiction. This provision shall not prohibit either party from seeking or obtaining preliminary or permanent injunctive or other emergency relief in any court of competent jurisdiction.
19. Waiver of Class Action: In recognition of the consideration provided to me for the opportunity of being an AFM, I expressly waive and disclaim any right to bring any claim in any and all forums as a class action or as a private attorney general. I may not serve as a class representative or a member of a class in litigation adverse to WIN.
20. Louisiana and Montana Residents Only: Louisiana residents arbitrate in Baton Rouge, Louisiana. Montana residents may cancel this Agreement within fifteen (15) days from the date of enrollment and receive full refund of all sums paid to WIN less commissions received.
21. This Agreement, the AFM Compensation Plan and other terms and conditions of use which are incorporated herein by reference, constitute the entire agreement between the parties and supersede prior or existing oral or written agreements between the parties. No other additional promises, representations, guarantees or agreements of any kind, whether oral or written, shall be valid unless expressly agreed to in writing and signed by an authorized officer of WIN.
22. Any communication, notice or consent to be given under this Agreement by a party to the other party shall be in writing and shall be either (i) personally delivered; (ii) delivered by electronic communication, whether by email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested); (iii) delivered by registered or certified mail, postage prepaid, return receipt requested; or (iv) delivered overnight express delivery service to the address provided in this Agreement. Any such communication, notice or consent shall be deemed to have been duly given or served on the date personally served if by personal service or overnight delivery, on the date of confirmed dispatch if by electronic communication, or on the date shown on the return receipt or other evidence of delivery, if mailed.
23. All rights, powers and remedies given to WIN by this agreement are cumulative, not exclusive and in addition to any and all others and remedies provided by law. No failure or delay by WIN to exercise any power or right under this Agreement or to insist upon strict compliance with any obligation or provision shall constitute a waiver of WIN’s right to demand exact compliance therewith.
24. Severability: 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 affect 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.