2. Expiration, Renewal, and Termination. This Agreement will remain in effect until you voluntarily cancel the Agreement, your account becomes inactive and/or you fail to renew, or the Company terminates you as an Associate, as outlined more fully in the Policies and Procedures. If you fail to renew your VIMA business, or if it is cancelled or terminated for any reason, you understand that you will permanently lose all rights as an Associate. You shall not be eligible to sell VIMA products and services nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. VIMA reserves the right to terminate all Associate Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Associate may cancel this Agreement at any time, and for any reason, upon written notice to VIMA. VIMA may cancel this Agreement or take actions short of termination if the VIMA Associate breaches any of its provisions.
3. Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of VIMA or your Sponsoring Associate. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products available through VIMA on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. By agreeing to these terms, you agree to receive the 1099-MISC form via electronically. It will be your sole responsibility to account for such income on your individual income tax returns.
4.Refunds. VIMA offers a thirty (30) day satisfaction guarantee on all initial fees paid to the company. All subsequent fees are nonrefundable. The digital nature of the service and the immediacy of the benefits make any possibility for a longer refund period commercially impractical.
5. VIMA’s Proprietary Information and Trade Secrets. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by VIMA including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the VIMA business including, without limitation, Associate lists, sponsorship trees, and all VIMA Associate information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of VIMA, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with VIMA, VIMA grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and Associate sales, earnings and other financial reports to facilitate your VIMA business.
6. Non-Solicitation Agreement. A VIMA Associate may participate in other direct sales, multilevel, network marketing or relationship marketing business ventures or marketing opportunities (collectively, “Network Marketing”). However, during the Term of this Agreement and for one (1) year thereafter, a VIMA Associate may not recruit any VIMA Associate or Customer for any other Network Marketing business, unless that Associate or Customer was personally sponsored by such Associate.
7. Images / Recordings / Consents. You agree to permit VIMA to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by VIMA for any lawful purpose, and without compensation.
8. Modification of Terms. With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in Rule 1 in the Policies and Procedures.
9. Governing Law. The formation, construction, interpretation, and enforceability of your contract with VIMA as set forth in this Associate Agreement shall be governed by the law of Florida without giving effect to any choice of law rule that would cause the application of laws of any jurisdiction other than the laws of Florida, except that the Federal Arbitration Act shall govern the Dispute Resolution provision, which is found in Section 14.2 of the Policies and Procedures, without giving effect to any state law to the contrary. If any provision contained herein is found by a court of competent jurisdiction or an arbitrator or arbitral panel to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective, but shall not in any way invalidate or otherwise affect any other provision. Louisiana residents: Notwithstanding the foregoing, venue and jurisdiction for any claims or disputes arising under or relating to the Associate Agreement brought by residents of Louisiana shall be established pursuant to Louisiana law.
10. Dispute Resolution. PLEASE READ CAREFULLY: THE DISPUTE RESOLUTION PROVISION IN THIS SECTION AND AS DESCRIBED IN SECTION 14.2 POLICIES AND PROCEDURES (COLLECTIVELY THE “DISPUTE RESOLUTION AGREEMENT”) AS IT AFFECTS HOW CLAIMS YOU MAY HAVE AGAINST THE COMPANY, OR CLAIMS THE COMPANY MAY HAVE AGAINST YOU, WILL BE RESOLVED. BY SIGNING AND SUBMITTING THIS APPLICATION, YOU AGREE TO BE BOUND BY THIS DISPUTE RESOLUTION AGREEMENT.
You understand and agree that the Dispute Resolution Agreement operates as a separate and distinct agreement that is severable from the remainder of the Associate Agreement and is enforceable regardless of the enforceability of any other provision of the Associate Agreement or the Associate Agreement as a whole. You further understand and agree that the unenforceability of the Associate Agreement in whole or in part shall not support a finding that the Dispute Resolution Agreement in this section is unenforceable. The Dispute Resolution Agreement is accepted by and binding on the Company without need for its signature. Consideration for the Dispute Resolution Agreement includes, without limitation, the parties’ mutual agreement to arbitrate claims and the Company’s agreement to consider the application of this Agreement. The Dispute Resolution Agreement exists and is binding regardless of whether at some future point this Agreement is cancelled or terminated.
ANY CONTROVERSY, CLAIM OR DISPUTE OF WHATEVER NATURE BETWEEN THE COMPANY, COMPANY AFFILIATES, OWNERS, MEMBERS, MANAGERS, AND EMPLOYEES (“RELATED PARTIES”), ON THE ONE HAND, AND YOU AND/OR THE BENEFICIAL OWNERS OF AN ASSOCIATE BUSINESS THAT IS A BUSINESS ENTITY, ON THE OTHER HAND, INCLUDING BUT NOT LIMITED TO THOSE ARISING UNDER OR RELATING TO THE ASSOCIATE AGREEMENT OR RELATED TO THE SALE, PURCHASE OR USE OF COMPANY PRODUCTS (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) (“DISPUTE”) THAT CANNOT BE RESOLVED THROUGH NEGOTIATION OR MEDIATION AS SET FORTH IN THE COMPANY POLICIES AND PROCEDURES SHALL BE SETTLED EXCLUSIVELY BY CONFIDENTIAL, FINAL, BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR ,OR, FOR DISPUTES IN EXCESS OF $2 MILLION, A PANEL OF THREE ARBITRATORS, IN QUINCY, FLORIDA IN ACCORDANCE WITH THE THEN PREVAILING COMPREHENSIVE ARBITRATION RULES OF JAMS AND AS FURTHER DESCRIBED IN THE POLICIES AND PROCEDURES. Additionally, you agree not to initiate or participate in any class action proceeding against VIMA, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding.
11. Time Limitation. If an Associate wishes to bring an action against Virtual International Mall Associates, LLC for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Associate waives all claims that any other statutes of limitations apply.
12. Indemnification. Associate agrees to indemnify, defend, and hold harmless Virtual International Mall Associates, LLC (together with its Related Parties, agents, other Associates, stockholders, members, employees, directors, officers, and attorneys, collectively “Indemnified Parties”) from and against any and all losses or liabilities (including attorneys’ fees) they may suffer or incur as a result of Associate’s breach or alleged breach of the Associate Agreement, including, without limitation, any terms or conditions of the Policies and Procedures.
13. Miscellaneous. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and Virtual International Mall Associates, LLC and supersedes any prior agreements, understandings and obligations between you and VIMA concerning the subject matter of your contract with VIMA.
14. Notice of Right to Cancel. You may CANCEL this application, without any penalty or obligation, within THREE BUSINESS DAYS from the date of this Application (5 business days for Alaska residents, 15 days for Montana residents and 15 business days for North Dakota residents aged 65 or older). If you cancel, any payments made by you at the time you submitted this Application will be returned within TEN BUSINESS DAYS following receipt by the Company of your cancellation notice.