Terms and Conditions
THIS TELOYOUTH Independent MEMBER Agreement is entered into and is effective as of the same date indicated on the front page of this application. This Agreement is between TeloYouth, herein referred to as “TY”, and the applicant, as listed in the front page of this application, referred to as the MEMBER. WHEREAS, the purpose of this Agreement is to establish the MEMBER as an authorized, nonexclusive Independent Representative for the sale and service of products of TY and to set forth the respective duties, obligations and responsibilities of TY and of the Member in the sale of these products by TY. WHEREAS, MEMBER has elected to enter into this Agreement with TY with confidence in TY’s integrity and expressed intention to deal fairly with its MEMBER. WHEREAS, TY has elected to enter into this Agreement with MEMBER with recognition that TY’s success depends on ethical, responsible, efficient, vigorous and successful MEMBERS, whose business conduct is free of false, deceptive or misleading advertising, medical claims, merchandising, pricing and service practices, and with the confidence in MEMBER’s integrity and ability, and in the MEMBER’s expressed intention to deal fairly with TY and its customers, and to perform and carry out MEMBER duties, obligations and responsibilities as set forth in this Agreement and TY’s Policies and Procedures. WHEREAS, it is the expectation of each of the parties that by entering into this Agreement, and by the full and faithful observance and performance of individual parties’ duties, obligations and responsibilities, a mutually satisfactory relationship between them shall be established and maintained. In consideration of the matters described above, and for the mutual benefits and obligations set forth in this Agreement, the parties agree, as follows:
MEMBER is a nonexclusive Independent Representative who shall use best efforts to sell and promote all services and goods provided by TY and/or its affiliates, with the terms and conditions of this Agreement. Commissions and Bonuses are to be paid on a monthly basis and are subject to change with a 30-day notice. MEMBER assumes the responsibility to routinely consult company publications and published Business Plan for any updates and changes. MEMBER shall be compensated solely by sales commission for the actual non-canceled orders received by TY. TY shall be fully responsible for collecting and handling all local, state and federal tax. MEMBER shall indemnify and hold TY harmless of and free from any and all liability attributable to any collection and handling of MEMBER mandated local, state and federal tax.
INDEPENDENT DISTRIBUTOR RELATIONSHIP
MEMBER understands that as an Independent Representative to TY, that MEMBER is not an employee, franchisee, agent, partner or joint venture of, or licensor to TY. MEMBER will not represent that MEMBER has any relationship with TY other than that of an Independent MEMBER. MEMBER understands that MEMBER is not authorized to, nor will for any reason incur any debt, expense or obligation for or on behalf of TY. MEMBER understands they will have discretion in conducting TY business, provided MEMBER complies with these terms and conditions, and Policies and Procedures. This Agreement shall not create a partnership, joint venture, agency, employer/employee or similar relationship between TY and its affiliates and MEMBER.
The rights and duties of the MEMBER under this Agreement are personal and may not be assigned or delegated without prior written consent of TY and/or its affiliates. As an independent entity, MEMBER understands and acknowledges that MEMBER shall be responsible for his/her own business activities, and that MEMBER has full control over the operation of his/her business. MEMBER is fully responsible for establishing MEMBER’S own goals and business methods including, but not limited to the purchasing of business materials and tools that MEMBER determines are necessary for the operation of its business. MEMBER further affirms that MEMBER shall positively represent TY in the products that it markets and provide quality service to current and potential customers. MEMBER acknowledges that this Agreement permits personally the opportunity to sell products offered by TY. MEMBER shall indemnify and hold TY harmless of and from any and all claims or liability arising as a result of negligence, intentional or other acts of MEMBER or MEMBER agent or representatives.
Any marketing materials that MEMBER designs or has designed must be pre-approved by TY prior to printing. Any TY marketing materials that MEMBER chooses to use may have MEMBER’s personal contact information added to them, but no other change is permitted to be made.
DOMAIN AND BUSINESS NAMES
TELOYOUTH, TY or any of the product names cannot be used in a domain name or business name unless authorized by TY.
NO EXTENSION TO WARRANTY
MEMBER is not authorized to extend any warranty or guarantee or to make representations or claims with respect to TY services or goods without expressed written authorization from TY. To be effective, any extension of warranty or representation of services or goods made by MEMBER under the expressed written authorization from TY must be affirmed by TY in writing.
MEMBER will not offer refunds to their customers. It is not at the discretion of the MEMBER to offer their customers a money back guarantee. The return policy on unopened TY products is limited to 60 days. For details refer to the Policy and Procedures.
MEMBER will not advertise products represented by TY for any price lower than those stipulated and approved by TY.
STATUS FOR PURPOSES OF TAX AND EMPLOYMENT LAWS
BECAUSE MEMBER IS AN INDEPENDENT REPRESENTATIVE, MEMBER UNDERSTANDS that he/she will not be treated as an employee for federal or state tax purposes, nor for purposes of any other applicable laws, including, without limitation, the Social Security Act, the Federal Unemployment Act, the Federal Insurance Contributions Act, any state industrial insurance act and/or federal employment law. As an Independent Representative and operator of his/her own business, MEMBER will be responsible for the payments of his/her own taxes relating to or arising from operation of his/her TY product sales. TY shall issue a form 1099 at the end of each calendar year, provided MEMBER’s compensation meets the minimum amount established by IRS Regulations and the direction TY establishes regarding taxes.
MEMBER shall hold in confidentiality any information revealed by TY including manufacturing and any proprietary business details. MEMBER shall not solicit any business or contractual agreement with any vendors, suppliers either directly or indirectly revealed by TY or resulted from the execution of this contract; any act of intervention associated with suppliers is prohibited and is cause for termination. This non-intervention clause shall be in effect during the execution of this contract and for a period of one year after the termination of this contract.
CHOICE OF LAW AND VENUE
The laws of the State of California shall govern this Independent MEMBER Agreement. If the MEMBER initiates a claim hereunder, venue and jurisdiction shall lie exclusively in the State of California, except that any claims cognizable only in federal court venue shall lie in the U.S. District Court for the District of California.
TY offers an exchange on defective products only. The customers of TY will need to ship back any defective product to TY and must have a TY issued Return Merchandise Authorization number (RMA#) prior to returning the product. RMA# must be clearly written on the outside of the box. Once TY receives the defective product, TY will ship out the new product to the customer.
This constitutes the entire Independent MEMBER Agreement between TY and MEMBER, and no promises, representations or agreements of any kind between TY and MEMBER shall be binding on TY. Any modifications to this Agreement thereafter must be recorded in writing and signed by authorized representatives of TY and the MEMBER. If any portion of this Agreement is found to be unenforceable or invalid, all other provisions shall remain valid and enforceable. All powers, rights, and remedies given to TY are cumulative, not exclusive, and are in addition to any other rights and remedies provided by law. The waiver by TY at any time of any of its rights under the Independent MEMBER Agreement shall not be deemed a continuing waiver and shall not preclude the subsequent enforcement of any such right or any other right. Headings are for convenience of reference only and shall not be considered in determining the legal effect of any provision.