TERMS AND CONDITIONS
References contained in Brand Partner Agreement Terms and Conditions (these “Terms and Conditions”) to the “Company” or “Viiva,” refer to Viiva, LLC, a Utah limited liability company. References contained herein to “you,” “your,” “me,” “my” or “I” refer to you as Member (“Member/PC”) or Preferred Customer (“PC”) of the Company
- I am at least 18 years of age, legally competent to enter into a written contract in the jurisdiction in which I reside, and I agree to abide by the terms and conditions of the following legally binding documents, policies, procedures and compensation plan of Viiva: (i) these Terms and Conditions, (ii) the Viiva Policies and Procedures, and (iii) the Viiva Compensation Plan [collectively (i) through (iii) the “Contract”].
- Upon acceptance by the Company of my signed (whether by E-signature, facsimile, PDF or original) Contract, I will become a Member/PC of the Company, and I will, at that time, have the right to purchase the Company’s products directly from the Company according to the Company’s Policies and Procedures. This Contract will be deemed accepted by the Company when it is date stamped upon actual receipt of the signed Contract by an officially authorized employee of the Company. The Company, in its sole discretion, may reject this Contract, without disclosing any reason therefore. If this Contract is not accepted or approved, I hereby release the Company and its officers, directors, employees, agents, advisors, affiliates and independent contractors from any and all liability incurred by me or by any other person or entity. I waive any associated claim(s) against the foregoing persons and entities that might be asserted by or for me.
- As a Member/PC, I am an independent contractor and am NOT an employee, partner, agent, franchisee or legal representative of Viiva. I agree that I am solely responsible for my compliance with any and all laws or regulations related to my activities and status in any jurisdiction exercising authority over me including, but not limited to, the duty to license my business and to collect and pay sales or use tax on sales and on products I consume. I will obey any and all federal and local laws, statutes and regulations applicable to my business and me.
- Although Viiva or any of its affiliated entities may assist me in becoming aware of applicable laws, rules and regulations, the sole responsibility to conduct my Viiva business lawfully in any jurisdiction rests with me. Therefore, I release Viiva and any of its affiliated entities and their officers, directors, agents, advisors, affiliates, independent contractors and employees from all liability for any of my actions or omissions. I also waive any claims or causes of action which I (or others acting in my interest) may assert regarding my status or conduct as a Member/PC for Viiva. I agree to indemnify and hold harmless Viiva and any of its affiliated organizations for any claim, action or liability asserted arising out of my actions, omissions or representations in sponsoring or conducting any activities under my business.
- I understand that only Member/PCs in good standing (as such status is determined by the Company) may act as recruiters, enrollers or Sponsors. I also understand that I am responsible for training and supporting any Member/PC or customer who I recruit, enroll and/or sponsor. I will perform bona fide supervisory, recruitment, training, advertising, sales and marketing functions in connection with the sale of Company products.
- I understand and agree that compensation from Viiva as established by the Viiva Compensation Plan (hereinafter “Compensation Plan”) is solely related to the sale of products derived from in-person sales, solicitations or orders from ultimate consumers. I understand that Viiva’s 50% commission payout guarantee includes all forms of distributor incentives including, but not limited to, Bonuses, Team Commissions, Activity Bonus, Leadership Bonus Pool and all other promotions. I am entitled to receive Member/PC benefits and opportunities offered to a Member/PC through the Compensation Plan, provided I maintain a Viiva business that operates in compliance with the Contract. I agree to abide by the Contract as established by Viiva’s Policies and Procedures and as modified from time to time and posted on Viiva’s official website.
- I understand and agree that I may not convey, assign, sell or otherwise transfer any rights arising under this Contract or my relationship with Viiva without the prior written consent of Viiva. However, Viiva may assign this Contract without my permission.
- I agree not to use proprietary trade names, trademarks, domain names or other property of Viiva without the prior written consent of Viiva.
- I agree that any websites used to conduct my Viiva business shall conform to the Company policies and specifications as described in the Viiva Policies and Procedures.
- I agree that I may not create or hold a beneficial interest in an additional Company Member/PC business(es) beyond the indirect benefits that are derived from enrolling, sponsoring and Downline sales volume without the express written consent of Viiva. I understand and agree that compensation benefits of my individual product purchases and sales may be paid to my Enroller(s) and Sponsor(s) and other Company Member/PCs Upline from me under the rules of the Compensation Plan.
- I agree that Viiva and its affiliated entities have proprietary rights to its independent contractors and to any Lists of Member/PC and Customer names. I will not use any Company Member/PC Lists or other Company contacts to promote the sale or use of any products, programs or services other than those offered through Viiva.
- Other than this Contract, no other promises, representations, guarantees or agreements of any kind shall be valid unless in writing and signed by both me and an authorized officer of the Company. If any provision of this Contract is found to be unenforceable or invalid, the validity of the remaining provisions shall not be affected.
- I agree that regardless of the form of claim, whether in tort, contract or other, Viiva, its subsidiaries and affiliated companies and their officers, directors, employees and agents shall NOT be liable for any consequential, incidental, special or punitive damages, including lost profits or any other claims against Viiva. No legal action may be brought by either party to this Contract more than one year after the event giving rise to the cause of action has occurred.
- I certify the accuracy of all information provided by me in this Contract and agree that the providing of false or misleading information authorizes Viiva, at it’s election, to declare this Contract void from it’s inception.
- Viiva agrees to manufacture quality products available under the terms and conditions of the Contract and pay commissions according to the Compensation Plan.
- This Contract shall be governed under the laws of the State of Utah. I agree to exclusively resolve any claim or controversy arising out of the Contract or that otherwise concerns the Company solely in the state courts located in Utah County, Utah and the federal court for the district of Utah. Each party having a concern shall first give notice of the offense and allow at least thirty (30) days for the other party to cure. In the event of a dispute, the prevailing party shall be reimbursed its reasonable costs and attorney’s fees.
- Taxpayer Identification Number. If I am a United States person (including a resident alien), I must provide Viiva with correct taxpayer identification number (“TIN”), which for individuals is either Social Security Number (“SSN”) or, if I am a resident alien and I do not have and are not eligible to get an SSN, my Individual Taxpayer Identification Number (“ITIN”). For a Member/PC account that is a partnership, corporation, company or association organized in the United States or under the laws of the United States, I must provide Viiva with my Employer Identification Number (“EIN”). If I fail to provide Viiva with a TIN or the TIN I provide to Viiva is incorrect, at the request of the IRS, Viiva has the right to withhold and pay to the IRS 28 percent of my income over $600, unless I certify to Viiva that I am a corporation exempt from backup withholding or otherwise not subject to backup withholding. By signing this Contract, I certify that the TIN I have provided to Viiva is correct, that I am a United States person (including a resident alien) and, if applicable, I am not subject to backup withholding.