Natural Home Cures Distributorship Agreement
If you agree to follow and comply with all rules, regulations, terms, and conditions then complete the Natural Home Cures DISTRIBUTOR APPLICATION at the bottom of this page.
Section 1 – Becoming a DISTRIBUTOR
Section 2 – Obligations of a DISTRIBUTOR
Section 3 – Breach-of-Contract Procedures
Section 4 - Ordering COMPANY PRODUCTS
Section 5 – AUTOMATIC DELIVERY PROGRAM (ADP)
Section 6 – Seventy (70) Percent Rule
Section 7 – Cooling-Off Period
Section 8 – PRODUCT-Exchange Policy
Section 9 – Initial-Purchase Guarantee
Section 10 – Refund Policy
Section 11 – PRODUCT Liability Claims
Section 12 – Taxation
Section 13 – Entire AGREEMENT
Section 14 – Modifications by the COMPANY
Section 15 – Waiver
Section 16 – Severance
Section 17 – Governing Law and Arbitration
APPENDIX
The following POLICIES and PROCEDURES replace and succeed all previous versions. Natural Home Cures no longer recognizes, accepts or considers valid, any course of dealing(s), course of performance(s), or express term(s) outlined in any previous version of the POLICIES and PROCEDURES. By signing a "DISTRIBUTOR AGREEMENT", a DISTRIBUTOR demonstrates that he/she has read, understood and consented to abide by the POLICIES and PROCEDURES stated in this AGREEMENT.
The right to make changes to the Contract is reserved by the COMPANY; however, notice of any change will be published by COMPANY at least thirty (30) days before the change is made effective. It is the responsibility of all DISTRIBUTORS to review, on a regular basis, the most recently published POLICIES and PROCEDURES.
COMPANY will also provide a copy of its most current Polices and Procedures upon the DISTRIBUTOR’S request.
Throughout this AGREEMENT, certain defined terms appear in title CAPITAL LETTERS. These terms and their definitions are described in the Appendix at the end of the AGREEMENT, which is incorporated herein by reference.
Section 1 – Becoming a DISTRIBUTOR
(1a) In order to become a DISTRIBUTOR, all APPLICANTs must have reached the age of majority, usually eighteen (18) years of age, in the jurisdiction in which they reside.
(1b) APPLICANTS are conditionally authorized as a DISTRIBUTOR once they have applied and, at that time, will be bound by the terms and conditions of the AGREEMENT. Upon the COMPANY’S receipt of the completed DISTRIBUTOR AGREEMENT. Failure of the DISTRIBUTOR to submit a complete and correct AGREEMENT or to provide appropriate documentation, when requested, may result in the DISTRIBUTOR AGREEMENT being rejected by the COMPANY. The right to accept or renew any DISTRIBUTOR AGREEMENT remains solely with the COMPANY.
(1c) In order to be accepted by the COMPANY, a DISTRIBUTOR AGREEMENT and any other required document of the AGREEMENT must be complete and correct in every respect and submitted by the DISTRIBUTOR in their country of residence.
(1d) A DISTRIBUTOR may be required to provide the COMPANY with proof of residency, work authorizations, and ability to legally conduct BUSINESS in the country stated on the DISTRIBUTOR AGREEMENT.
(1e) A temporary DISTRIBUTORSHIP will be created for those DISTRIBUTOR AGREEMENTS processed via the Internet or telephone until such time as the COMPANY has received the completed AGREEMENT. This temporary DISTRIBUTORSHIP is subject to all the terms and conditions of the AGREEMENT and, while the original documentation is being received and processed, allows the APPLICANT to order PRODUCT for thirty (30) days. If the APPLICANT fails to provide the COMPANY with an original, signed DISTRIBUTOR AGREEMENT or electronic copy of the same within the thirty (30) days, the temporary DISTRIBUTORSHIP may be terminated.
(1f) An APPLICANT will be deemed to be a DISTRIBUTOR as of the Date of Sign-up.
(1g) If the APPLICANT is a BUSINESS Entity, the original signature on the DISTRIBUTOR AGREEMENT must be of a person authorized to bind the BUSINESS Entity. Once the DISTRIBUTOR AGREEMENT for a BUSINESS Entity has been completed, the following must also be submitted:
(1gi) a Federal Tax Identification Number for the BUSINESS Entity, and
(1gii) a Statement of BENEFICIAL INTEREST, which must include the signature and tax identification number of every Person having a BENEFICIAL INTEREST in the BUSINESS Entity. To verify the form of the BUSINESS Entity, BENEFICIAL INTEREST holders, and authorized signatories, the COMPANY may require, at any time, the APPLICANT to submit a copy of its articles of organization, articles of incorporation or other documentation.
(1h) For tax and identification purposes, the COMPANY requires APPLICANTS to provide social security and/or entity tax identification numbers. Failure to provide these numbers may result in cancellation of the DISTRIBUTORSHIP.
(1i) If the COMPANY determines that the DISTRIBUTOR AGREEMENT or the Statement of BENEFICIAL INTEREST contains inaccurate or false information; it may immediately terminate a DISTRIBUTORSHIP, or declare the DISTRIBUTORSHIP null and void from its beginning. Further, it is the obligation of the DISTRIBUTOR to report to the COMPANY on an ongoing basis any changes which affect the accuracy of the DISTRIBUTOR AGREEMENT, the Statement of BENEFICIAL INTEREST, or any other document required under the AGREEMENT.
Section 2 – Obligations of a DISTRIBUTOR
(2a) A DISTRIBUTOR must comply completely with all terms and conditions of the AGREEMENT.
(2b) A DISTRIBUTOR is an independent contractor, and, as such, is responsible for its own BUSINESS expenses, decisions, and actions.
(2c) A DISTRIBUTOR may not represent itself as an agent, employee, partner, or joint venture with the COMPANY. A DISTRIBUTOR will not make purchases or enter into any transactions in the COMPANY’S name.
(2d) A DISTRIBUTOR’S work hours, BUSINESS expenditures, and BUSINESS plans are not dictated by the COMPANY. A DISTRIBUTOR will make no printed or verbal representations which state or imply otherwise.
(2e) The DISTRIBUTOR agrees to indemnify the COMPANY against any claims, damages, or other expenses, including attorneys’ fees, arising from any representations or actions made by the DISTRIBUTOR that are outside the scope of the AGREEMENT. The provisions of this section survive the termination of the AGREEMENT.
(2f) A DISTRIBUTOR must be ethical and professional at all times when conducting DISTRIBUTOR BUSINESS. A DISTRIBUTOR may not make false statements or misrepresentations of any kind. This includes but is not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, or performance of PRODUCTS.
(2g) In conducting its DISTRIBUTOR BUSINESS, a DISTRIBUTOR must comply with all applicable national and local laws, regulations, and ordinances. A DISTRIBUTOR shall not violate any statutes which apply to unfair competition or BUSINESS practice, including any statute or ordinance which prohibits the advertising, offer to sell, or sale of PRODUCTS at less than the WHOLESALE COST of the product.
(2h) A DISTRIBUTOR may not offer or promote any non-COMPANY plans, products, incentives, opportunities, or non-approved Sales Tools in conjunction with the promotion of PRODUCTS.
(2i) A DISTRIBUTOR must conduct all DISTRIBUTOR BUSINESS with the understanding that the DISTRIBUTOR’S success is only achieved through the regular and repeated Retail Sale of PRODUCTS.
(2j) A DISTRIBUTOR will make no disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to:
(2ji) the COMPANY, its PRODUCTS, its commercial activities, or its DISTRIBUTORS; or
(2jii) other companies, including competitors, their services, products or commercial activities.
(2k) A DISTRIBUTOR has the right to operate in any AUTHORIZED COUNTRY where the DISTRIBUTOR may lawfully conduct DISTRIBUTOR BUSINESS. The COMPANY does not grant exclusive franchises or territories to its DISTRIBUTORS, nor are its DISTRIBUTORS allowed to make such claims.
(2l) The COMPANY shall specify those Authorized Countries or countries subject to a Pre-Launch Period in which DISTRIBUTORS may also conduct DISTRIBUTOR BUSINESS.
(2li) A DISTRIBUTOR has no authority to introduce or establish the COMPANY’S BUSINESS or PRODUCT in a non-AUTHORIZED COUNTRY or any country that is not the subject of a Pre-Launch Period announced by the COMPANY. This includes, but is not limited to: any attempts to secure approval for PRODUCTS or BUSINESS practices; register or reserve the COMPANY names, trademarks, trade names, or Internet domain names; or establish any kind of BUSINESS or governmental contact on behalf of the COMPANY.
(2m) It's a DISTRIBUTOR’S responsibility, when conducting DISTRIBUTOR BUSINESS, to comply with all national and local laws, ordinances, and regulations.
(2n) A DISTRIBUTOR must conduct all activity in the best interests of the COMPANY. Any personal disputes between DISTRIBUTORS must be resolved quickly and in the best interests of the COMPANY.
(2o) A DISTRIBUTOR may not allege or imply that they have a unique relationship with, advantage with, or access to the COMPANY executives or employees that other DISTRIBUTORS do not have.
(2p) A DISTRIBUTOR may not rely on the COMPANY to provide legal, financial, or other professional advice.
Section 3 – Breach-of-Contract Procedures
(3a) The COMPANY’S obligations to a DISTRIBUTOR are conditioned upon the DISTRIBUTOR meeting all of the terms and conditions of the AGREEMENT, including these POLICIES and PROCEDURES. The COMPANY, in its sole discretion, will determine if a DISTRIBUTOR is compliant with the AGREEMENT and will determine the appropriate discipline, up to and including termination, of any non-compliant DISTRIBUTOR. Lesser remedies may also be used, such as withholding payment of Commissions. In addition to, or instead of, terminating the AGREEMENT, the COMPANY may decide to:
(3ai) ensure that the DISTRIBUTOR is performing its contractual duties by monitoring its conduct over a specified period of time;
(3aii) notify the DISTRIBUTOR either in writing or verbally of the non-compliance and/or of the intended discipline should the DISTRIBUTOR’S non-compliance continue;
(3aiii) request from the DISTRIBUTOR additional assurances that its future compliance will comply with the AGREEMENT;
(3aiv) require the DISTRIBUTOR to take specific steps to cure the non-compliance;
(3av) refuse to offer various opportunities sometimes awarded to DISTRIBUTORS, such as participation in the COMPANY events and reward trips, and recognition through the COMPANY events, literature, or media;
(3avi) levy a fine contingent on the severity of the breach of AGREEMENT;
(3avii) cease performing certain obligations of the COMPANY under the AGREEMENT, including paying all or a portion of the Commissions owed to the DISTRIBUTOR from the DISTRIBUTORSHIP, promoting the DISTRIBUTOR under the terms of the Compensation Plan, allowing the DISTRIBUTOR to act as a Sponsor, and accepting the DISTRIBUTOR’S orders of PRODUCT;
(3aviii) seek injunctive or other available legal remedies.
(3b) When the COMPANY investigates a potential violation of the AGREEMENT; the following procedure will be in effect:
(3bi) the DISTRIBUTOR will receive from the COMPANY a verbal and/or written notice of the potential breach of AGREEMENT;
(3bii) if the COMPANY sends a written notice of the potential breach, the DISTRIBUTOR is allowed fifteen (15) BUSINESS days from the date the notice is sent to present to the COMPANY all information related to the incident. Information received after this date will not be considered;
(3biii) while the investigation is pending, the COMPANY reserves the right to prohibit any DISTRIBUTOR BUSINESS by the DISTRIBUTOR.
(3biv) The COMPANY will render a decision regarding the potential violation and will determine any appropriate remedy, up to and including termination;
(3bv) The COMPANY will determine appropriate remedies for breaches of the AGREEMENT on a case-by-case basis, which remedies may not be the same for similar violations;
(3bvi) the DISTRIBUTOR will be notified in a timely manner by the COMPANY of its decision; and
(3bvii) The COMPANY may, upon request by the DISTRIBUTOR, review the decision. For purposes of determining non-compliance with the AGREEMENT, the COMPANY, in its sole discretion, may attribute to a DISTRIBUTOR the act of any Person having a BENEFICIAL INTEREST in that DISTRIBUTOR’S DISTRIBUTORSHIP.
(3c) A DISTRIBUTOR terminated by the COMPANY must wait one (1) year before submitting a written petition to apply for a new DISTRIBUTORSHIP.
(3d) DISTRIBUTORS violating any of the terms of the AGREEMENT, including these POLICIES and PROCEDURES, may be required to cease to use or to destroy any advertising and/or literature relating to the DISTRIBUTOR’S BUSINESS, regardless of any previous authorization which may have been granted. Further disciplinary action may be taken in case of non-compliance of such requirements. The DISTRIBUTOR shall be liable to the COMPANY for any damages, including attorney fees, resulting from policy violations.
(3e) If a DISTRIBUTOR observes or is aware of another DISTRIBUTOR’S violation of any term or condition of the AGREEMENT, the DISTRIBUTOR should submit a written complaint to the COMPANY’S DISTRIBUTOR Education & Conduct Department.
Section 4 – Ordering COMPANY PRODUCTS
(4a) Since the COMPANY imposes no specific inventory requirement on its DISTRIBUTORS; a DISTRIBUTOR must use its own judgment to determine the amount of inventory it will need to sustain its projected RETAIL SALES and personal use.
(4ai) High volume orders containing twenty (20) or more cases must be pre-approved by the COMPANY.
(4b) PRODUCTS can be ordered by telephone, mail, the Internet or by direct request to the COMPANY’S corporate headquarters.
(4c) Orders need to be paid in full prior to shipping. All shipping and handling costs are based on delivery location and the amount of PRODUCTS ordered.
(4d) Unauthorized use of another Person’s credit card is prohibited.
(4e) DISTRIBUTORS, as independent contractors, may set their own price for RETAIL SALES; however, certain laws may prohibit below-cost selling, which is defined as the WHOLESALE COST of PRODUCT.
(4f) The COMPANY has the right to change PRODUCT pricing without prior notice.
Section 5 – AUTOMATIC DELIVERY PROGRAM (ADP)
(5a) A DISTRIBUTOR may choose to participate in the AUTOMATIC DELIVERY PROGRAM (ADP). ADP may be established at any time through the submission of the ADP application or with a written request to the COMPANY indicating the amount of PRODUCT to be shipped each month and the method of payment to be used. When instituting ADP at the time of enrollment, the DISTRIBUTOR AGREEMENT serves as confirmation for the setup. An ADP account will be charged at a set time during the month, and the PRODUCT will be shipped beginning approximately two (2) days after the charge is placed. The DISTRIBUTOR may obtain tracking numbers from the COMPANY after the PRODUCT is shipped.
(5b) During winter months, the COMPANY may utilize a cold-weather shipping program in certain geographic regions. This program is designed to prevent damage to PRODUCTs from exposure to extreme weather conditions in certain regions. Under this program, ADP processing and PRODUCT shipping dates may be affected.
(5c) Payments will be verified prior to processing orders and ADP. In the event authorization is declined, the COMPANY may attempt to contact the DISTRIBUTOR and reattempt to obtain authorization.
(5d) Upon cancellation of the ADP, a DISTRIBUTOR may return the most recent shipment, provided that the shipment is not older than ninety (90) days and the DISTRIBUTOR follows all other provisions of the Refund Policy.
Section 6 – Seventy (70) Percent Rule
(6a) The DISTRIBUTOR certifies that it has sold or consumed at least 70% of all PRODUCT purchased in a given month prior to purchasing additional PRODUCT from the COMPANY. Each DISTRIBUTOR that receives Commissions and orders additional PRODUCT agrees to retain documentation that demonstrates compliance with this policy, including evidence of RETAIL SALES, for a period of at least four (4) years. A DISTRIBUTOR agrees to make this documentation available to the COMPANY at the COMPANY’s request. Failure to comply with this requirement constitutes a breach of the AGREEMENT. Furthermore, a breach of this requirement entitles the COMPANY to recover any Commissions paid to the DISTRIBUTOR for any period of time during which such documentation is not maintained or for which this provision has been breached.
Section 7 – Cooling Off Period
(7a) The Federal Trade Commission has initiated a regulation to protect CUSTOMERS entitled “The Cooling-Off Period.” This regulation is designed to allow CUSTOMERS the opportunity to reconsider a purchase from a direct seller. CUSTOMERS are allowed to cancel the sale within three (3) BUSINESS days of the purchase, without explanation, for the full purchase price and must return all unused PRODUCT. A DISTRIBUTOR is responsible to verbally disclose this law to CUSTOMERS. The DISTRIBUTOR must also provide the designated COMPANY sales receipt to the CUSTOMER while retaining a copy for personal records. The receipt must include written disclosure of this law.
(7b) DISTRIBUTORS shall provide all CUSTOMERS with an official sales receipt which includes the DISTRIBUTOR’S name, address, telephone number, the date of the sale, a complete list of PRODUCTS sold, their prices, and the “The Cooling-Off Period” or cancellation notice information as applicable. The amount of sales tax must be recorded on the sales receipt. The sales receipt shall conform to all local, regional, state, and country requirements.
(7c) The COMPANY encourages DISTRIBUTORS to honor a request for a refund or PRODUCT exchange even if it is made more than three (3) BUSINESS days after purchase. The COMPANY supports this policy by providing replacement products for a refund or product exchange with a CUSTOMER up to thirty (30) days after the date of sale to the CUSTOMER.
(7d) The COMPANY will instruct the DISTRIBUTOR on the correct procedure and provide authorization for returning the PRODUCTS to the COMPANY. The DISTRIBUTOR should contact CUSTOMER Service to obtain authorization and instructions for returns.
(7e) To receive replacement PRODUCTS after obtaining authorization, the unused portion of PRODUCT and the RETAIL SALES Receipt must be returned to the COMPANY within thirty (30) days of the date of the sale to the CUSTOMER.
Section 8 – PRODUCT Exchange Policy
(8a) A. PRODUCT should not be consumed if the seal is broken or tampered with in any way.
(8b) The COMPANY will exchange PRODUCT if the PRODUCT is damaged in shipment, incorrectly sent due to a COMPANY error, or of substandard quality.
(8bi) If PRODUCT is damaged or defective; a DISTRIBUTOR should contact the COMPANY within ten (10) days of receipt of the order. The COMPANY will issue a call tag for the PRODUCT and immediately send a replacement order. The COMPANY will inspect the PRODUCT upon receipt.
(8c) Whenever possible, returned PRODUCT will be replaced with undamaged PRODUCT. However, when an exchange is not feasible, the COMPANY will refund the amount of the returned PRODUCT.
Section 9 – Initial Purchase Guarantee
(9a) All DISTRIBUTORS have thirty (30) days to return the Initial Order purchase under the COMPANY’S 100% satisfaction guarantee. The COMPANY will refund the net purchase price and applicable tax amount less shipping charges. All PRODUCT must be returned in resalable condition to the COMPANY in order to receive the refund.
Returned PRODUCT must be sent through a form of delivery that can be traced (e.g., UPS) and must be received within seven (7) days of contacting the COMPANY. Upon receipt, the return will be noted and a refund will be issued to the DISTRIBUTOR within thirty (30) days. Any additional orders made within thirty (30) days of the Date of Sign-up will be subject to all standard return Policies. This Initial-Order guarantee also applies to CUSTOMERS who purchase PRODUCT directly from the COMPANY.
(10a) In order for a DISTRIBUTOR to obtain a refund for returned PRODUCT, the DISTRIBUTOR must do the following:
(10ai) obtain a return merchandise authorization number, which is provided by the COMPANY to track the return of PRODUCT and is valid for thirty (30) days;
(10aii) be able to provide verification of the original orders, receipts, or proofs of purchase; and
(10aiii) ship the PRODUCT, prepaid, to the COMPANY in a protective container or carton. The DISTRIBUTOR’S return address and return merchandise authorization number should be printed clearly on the outside of the package.
(10b) All PRODUCT returns must be made within sixty (60) days of purchase. Returned PRODUCT must be unopened, unaltered, resalable and unexpired as determined by the COMPANY and must include current labels and intact seals.
(10c) All shipping or courier costs for the return of PRODUCT will be borne solely by the DISTRIBUTOR. Any damage or loss that occurs to returned PRODUCT during shipping will be the responsibility of the DISTRIBUTOR. Should the PRODUCT arrive at the COMPANY damaged (thereby rendering it non-resalable), the COMPANY will reject the shipment. It is recommended that a reliable, traceable courier service be used for shipping. Partial case returns will not be accepted or refunded.
(10d) PRODUCT sent to the COMPANY without prior authorization will not qualify for a refund and will be returned to the DISTRIBUTOR at the DISTRIBUTOR’S expense.
(10e) A CUSTOMER may return PRODUCT to the DISTRIBUTOR who is then responsible for issuing a refund to the CUSTOMER. CUSTOMERS who order directly from the COMPANY will need to obtain a return merchandise authorization number from the COMPANY and return the PRODUCT following the return procedures outlined above.
(10f)Extension of the refund policy as required by applicable law, or instances in which DISTRIBUTOR misconduct, misrepresentation, or other extenuating circumstances necessitates a refund in excess of the stated refund policy, will be considered on a case-by-case basis.
(10g) Acceptable refund alternatives include, but are not limited to, the following: the COMPANY credit, bank check, bank transfer, or credit card charge-back. The actual form of refund will be based upon local payment procedures and the original form of payment.
Section 11 – PRODUCT Liability Claims
(11a) In the event that a DISTRIBUTOR learns of any potential or actual third-party product liability claims against the DISTRIBUTOR, the COMPANY will indemnify the DISTRIBUTOR from such claims if the DISTRIBUTOR:
(11ai) Immediately notifies the COMPANY in writing of the potential or actual claim;
(11aii) has complied with all terms and conditions of the Contract, including its provisions regarding the sale and/or distribution of PRODUCTS;
(11aiii) has properly represented the PRODUCT by having not made claims regarding the PRODUCT’S efficacy, health benefits, or other uses contrary to the COMPANY’S approved literature;
(11aiv) has not mishandled the PRODUCT in question;
(11av)has not settled or attempted to settle the claim without obtaining the COMPANY’S written approval or otherwise prejudiced the COMPANY’S ability to defend or settle the lawsuit; or
(11avi) allows the COMPANY to assume the sole defense of the claim.
(11avii) The COMPANY carries a commercially reasonable amount of product liability insurance. However, the COMPANY does not distribute copies of the policy nor does it disclose the amount of the insurance.
(11aviii) laws differ according to jurisdiction; the COMPANY encourages its DISTRIBUTORS to consult with an attorney regarding the extent of their personal legal liability with respect to their independent BUSINESSES.
(11b) The COMPANY extends no product warranties, either expressed or implied, beyond those specifically articulated in the AGREEMENT. The COMPANY disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret by the DISTRIBUTOR'S operations and the DISTRIBUTOR shall not have claim therewith.
(12a) If a DISTRIBUTOR has registered as a withholding agent through a local sales tax agency and submitted a “Sales and Use Tax Exemption Certificate” or equivalent document to the COMPANY, the collection of sales tax, value-added tax, goods and services tax, indirect tax, or any other sales tax equivalent will be the responsibility of the DISTRIBUTOR. If the DISTRIBUTOR does not provide certification from the appropriate taxing authority, the COMPANY will collect sales tax based on the suggested retail price. The amount of tax is calculated based on the DISTRIBUTOR’S local tax rate. It is the responsibility of the DISTRIBUTOR to provide an updated copy of its certification for exemption from sales tax each year.
(13a) The Contract contains the entire understanding concerning the subject matter hereof between the COMPANY and the DISTRIBUTOR, and is intended as a final, complete, and exclusive expression of the terms of the parties. This AGREEMENT supersedes and replaces all prior negotiations and proposed, but not executed AGREEMENTS, either written or oral. Any prior AGREEMENTS, promises, negotiations, or representations, either written or oral, relating to the subject matter of this AGREEMENT, are of no force or effect. If there is any discrepancy between verbal representations made to the DISTRIBUTOR by any employee or agent of the COMPANY and the terms of the AGREEMENT, the express written terms and requirements of the AGREEMENT will prevail.
Section 14 – Modifications By The COMPANY
(14a) The COMPANY reserves the right to make any modifications to the AGREEMENT, provided that the modifications are communicated by the COMPANY to the DISTRIBUTOR at least thirty (30) days prior to taking effect. The COMPANY may communicate these modifications by posting any portion of the modified AGREEMENT on the COMPANY’s website at www.naturalhomecures.net/distributorship, or by any other method of communication. The DISTRIBUTOR is deemed to have accepted the modification to the AGREEMENT if the DISTRIBUTOR engages in any DISTRIBUTOR BUSINESS, or renews its DISTRIBUTORSHIP.
(15a) Any waiver by the COMPANY of a DISTRIBUTOR’S breach of an AGREEMENT provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the DISTRIBUTOR. The failure by the COMPANY to exercise any right or privilege under the AGREEMENT will not constitute a waiver of that right or privilege.
(16a) If any term or condition of this AGREEMENT is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the AGREEMENT, nor will the AGREEMENT be rendered unenforceable or invalidated in another jurisdiction.
Section 17 – Governing Law and Arbitration
(17a) The State of New York is the place of origin of this AGREEMENT, and is where the COMPANY accepted the offer of an APPLICANT to become a DISTRIBUTOR and where the DISTRIBUTOR entered into the AGREEMENT with the COMPANY. The AGREEMENT is, therefore, to be construed in accordance with the laws of the State of New York as to AGREEMENTS made and to be wholly performed within the State.
(17b) Any controversy or claim arising out of or relating to the AGREEMENT or the breach thereof, or any controversy or claim relating to the BUSINESS arising between DISTRIBUTORS shall be settled by mandatory, final, binding, non-appealable arbitration in Hampton, New York, in the United States of America. The arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules and shall be governed by New York state law. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof and enforcement of the judgment shall be governed by New York state law.
(17c) If any suit, action or proceeding is brought to enforce any term or provision of this AGREEMENT, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.
The following defined terms apply throughout the Contract, where they are signified by title CAPITAL LETTERS:
AGREEMENT: The documents describing the specific relationship between a DISTRIBUTOR and the COMPANY, comprising the DISTRIBUTOR AGREEMENT, the Statement of BENEFICIAL INTEREST, the POLICIES and PROCEDURES and any country or situation-specific addendum(s) thereto, and any other written AGREEMENT between the DISTRIBUTOR and the COMPANY, which documents are incorporated herein by reference.
APPLICANT: A Person who has submitted a DISTRIBUTOR AGREEMENT.
AUTHORIZED COUNTRY: A country that the COMPANY has, in writing, specifically acknowledged and sanctioned to be available to all DISTRIBUTORS for DISTRIBUTOR BUSINESS.
AUTOMATIC DELIVERY PROGRAM (ADP): An optional program that authorizes the COMPANY to automatically ship PRODUCT to a DISTRIBUTOR on a recurring monthly basis.
BENEFICIAL INTEREST: A person or BUSINESS Entity is deemed to have a BENEFICIAL INTEREST in a DISTRIBUTORSHIP if he/she/it has:
(1) any direct or indirect ownership in a DISTRIBUTORSHIP as an individual, partner, shareholder, member, beneficiary, trustee, officer, director or principal of a DISTRIBUTORSHIP;
(2) has any actual or de facto control over a DISTRIBUTORSHIP;
(3) receives familial support from a DISTRIBUTORSHIP;
(4) receives spousal support derived from a DISTRIBUTORSHIP; or
(5) has any other similar interest and/or financial interest in a DISTRIBUTORSHIP. A spouse or COHABITANT of a DISTRIBUTOR is deemed to have a BENEFICIAL INTEREST in the DISTRIBUTOR’S BUSINESS Entity, any type of BUSINESS association authorized under the laws of the jurisdiction in which it was organized. This includes, but is not limited to, legally formed: corporations, partnerships, trusts, and limited-liability companies.
COHABITANT: A person who is 18 years of age or older who shares with another person a common residency and marriage-like relationship.
COMPANY: Natural Home Cures, a New York COMPANY, or any lawful assignee, successor, subsidiary, or affiliate regardless of geographic location.
CUSTOMER: A non-DISTRIBUTOR that purchases PRODUCTS at retail price.
Date of Sign-up: The date the COMPANY receives and accepts an APPLICANT’S DISTRIBUTOR AGREEMENT bearing an original signature or electronic copy of an original signature.
DISTRIBUTOR: A Person who has entered into the Contract with the COMPANY. If more than one
individual is listed on the DISTRIBUTOR AGREEMENT, then ”DISTRIBUTOR" may refer to all individuals collectively, with each individually retaining all DISTRIBUTOR rights and obligations.
DISTRIBUTOR AGREEMENT: The AGREEMENT submitted by an APPLICANT to become a DISTRIBUTOR. In signing the DISTRIBUTOR AGREEMENT, an APPLICANT certifies that it has read and will abide by the terms and conditions of the Contract.
DISTRIBUTOR BUSINESS: Activities determined at the sole discretion of the COMPANY to be a promotion of the COMPANY’S PRODUCTS or BUSINESS opportunity. Some of these activities include, but are not restricted to: signing a DISTRIBUTOR AGREEMENT; advertising, selling or exhibiting PRODUCT; hosting, conducting, or speaking at COMPANY-related meetings or events; purchasing, exchanging, or returning PRODUCTS; and sponsoring new DISTRIBUTORS.
DISTRIBUTORSHIP: The relationship between a DISTRIBUTOR and the COMPANY as defined by the AGREEMENT.
POLICIES and PROCEDURES: The policies and procedures of the COMPANY contained herein, as the same may be amended from time to time by the COMPANY.
PRODUCT: Any product or service offered by the COMPANY.
RETAIL SALES: Sales made to CUSTOMERS.
STATEMENT OF BENEFICIAL INTEREST: A document required as part of the Contract if an APPLICANT is applying as a BUSINESS Entity. The Statement of BENEFICIAL INTEREST must list all persons who are partners, shareholders, principals, officers, directors, trustees, beneficiaries, or who otherwise have any direct or indirect BENEFICIAL INTEREST in or control over the BUSINESS Entity.
WHOLESALE COST: The price the COMPANY charges DISTRIBUTORS for PRODUCTS plus applicable shipping and tax.
your consent to this legal binding AGREEMENT