Policies & Procedures - ViSalus

3. I agree that as a Promoter,I am an independentcontractor responsiblefor determining my ownbusiness activities and that Iam not an agent, employeeor legal representative ofVISALUS. I am responsible forthe payment of all federaland provincial employmenttaxes and any other taxrequired under any federal,provincial, local, or regulatorylaw. In the event that I fail toprovide VISALUS a valid SocialInsurance Number, VISALUSmay withhold commissionsdue to me until a validnumber is provided.4. I understand that I am notbeing sold a franchise.5. Either party may terminatethis Agreement for anyreason, at any time, by givingthe other party prior writtennotice. To terminate thisAgreement, I must mail ordeliver personally to VISALUS,a signed, dated writtennotice of cancellation sent to:ViSalus Sciences, 1607 EastBig Beaver, Suite 110, Troy,Michigan 48083.6. I agree that as a VISALUSPromoter, I shall place primaryemphasis upon the sale ofProducts and Services tonon-promoter consumers asa condition of my receipt ofcommissions. CommissionsI receive will be based uponfulfilling certain terms ofqualification as set forth bythe Marketing Program andCompensation Plans as maybe amended from time totime at Visalus’ sole discretion.A three ($3.00) Dollarprocessing fee will apply toall payments.7. I agree to keep accuraterecords and to abide byall federal, provincial, andlocal laws and regulationsgoverning the sale orsolicitation of the productsand services marketed byVISALUS including, butnot limited to, any and allpermits and licenses requiredto perform under thisAgreement.8. I understand that a $25Administration Fee will becharged annually to my creditcard on file with ViSalus.This fee is for services, whichinclude, but are not limited to,downline reporting, customertracking and accountingservices. The AdministrationFee will be charged in themonth of my enrollmentanniversary and if not paidwill result in my status as aPromoter being placed onFinancial Hold for up to 120days. If the Administration Feeremains unpaid 120 days afterit was due, my Promotershipwill be terminated and I willforfeit any commissions thatwere held since the timeI was placed on FinancialHold. If my Promotership isterminated, I understand thatI must re-enroll as a brandnew Promoter and will notbe placed back in my originalspot if I wish to pursue theViSalus opportunity.9. I agree that VISALUS shallnot be liable under anycircumstances for anydamage or loss of any kind,including indirect, special,punitive, compensatory, orconsequential damages,losses or profits whichmay result from any cause,including but not limited to,breach of warranty, delay,act, error or omission ofVISALUS, or in the eventof discontinuation ormodification of a product orservice offered by VISALUS.10. VISALUS shall periodicallymake sales literature and/or promotional materialsavailable. However, I amunder no obligation topurchase any materialsor literature at any time.Refunds shall not be allowedunder any circumstances,including, but not limitedto, termination of thisAgreement, obsolescenceof such sales literature orpromotional materials, orany other reason. Except asspecified in paragraph 23.11. I agree that as a Promoter, thisAgreement grants me thelimited authority to promoteand sell the products VISALUSmarkets subject to the termsand conditions established byVISALUS from time to time.12. I will not make any falseor misleading statementsabout VISALUS, its marketingprogram, products, orservices. I agree that I willoperate in a lawful, ethicaland moral manner and willnot engage in or performany misleading, deceptiveor unethical practices. Inthe event I violate anyof these conditions, myposition may be terminatedwithout further payment orcompensation of any kind.13. I acknowledge that I amresponsible for supervising,training, and supportingPromoters I sponsor intothe program and in mycommissionable network. Iagree to maintain monthlycommunication and supportto those individuals in mycommissionable networkthrough written or verbalcommunication andattendance at meetings.14. I acknowledge that VISALUSexpressly reserves allproprietary rights to thecompany name, logo,trademarks, service marks(“Proprietary Marks”) andcopyrighted materials. Iunderstand, acknowledgeand agree that any monieswhich I pay VISALUS arein consideration of myreceiving a non-exclusivelicense, during the termof this Agreement to usethe Proprietary Marks ofVISALUS in conjunction withthe marketing programprovided to me. I furtheragree that I will not useVISALUS’s Proprietary Marksin any form whatsoeverexcept as permitted inwriting by VISALUS or inadvertising or promotionmaterials provided, designedor published by VISALUS. Iunderstand that I may notphotocopy or duplicateany materials provided byor purchased from VISALUSwithout written authorizationand that the unauthorizeduse of any Proprietary Mark isa violation of federal law andthis Agreement, constitutinggrounds for termination ofthis Agreement by VISALUS.15. I understand that as aPromoter, I am free to selectmy own means, methods andmanner of operation and thatI am free to choose the hoursand location of my activitiesunder this Agreement,subject only to the terms ofthis Agreement and VISALUSPolicies and Procedures.16. I acknowledge that I amnot guaranteed any incomenor am I assured any profitsor success. I certify thatno claims of guaranteedprofits or representations of