The Application & Agreement, Terms, Conditions, Policies and Procedures are specifically incorporated herein by reference. They form the Agreement between: Poofy Organics ("Company") and the Applicant (also referred to as Member). They shall be effective only upon acceptance by the Company:
1. A MEMBER may only have ONE account with Poofy Organics.
2. MEMBER is free to participate in other network marketing, direct selling, or multi level marketing business ventures or marketing opportunities.
3. MEMBER is of legal age in the state/province or country in which Poofy Organics resides.
4. MEMBER understands that he/she is not compensated for referring other MEMBERs but earns compensation solely on the sale of products and/or services, to which our Marketing Platform is a Product.
5. MEMBER agrees that the Poofy Organics is not be liable for city, county, state, local and country/federal income taxes, sales taxes or other fees pertaining to sales and earnings of a MEMBER and MEMBER will hold the company harmless from all of same.
6. MEMBER SHALL NOT misrepresents any company's products, services, operations, staff, or business opportunity.
7. MEMBER agrees that Poofy Organics is not responsible or liable for any materials posted by MEMBER(S).
8. MEMBER takes full responsibility for any and all material posted and will do so in accordance with respective MLM Company's Policies and Procedures, as well as Poofy Organics Terms, Conditions, Policies, and Procedures.
9. MEMBER will not make any claims of any kind pertaining to the benefits of any company’s products and services except those given in official company promotional media. When presenting any Company program to others, MEMBER shall present the program in its entirety, without omission, distortion or misrepresentation.
10. MEMBER shall not represent or imply, directly or indirectly, that any company has been approved or endorsed by any governmental agency. (Federal and State regulatory agencies do not approve or endorse any marketing company product or programs.)
11. MEMBER will indemnify and hold the Poofy Organics harmless from any and all claims, expenses, costs, causes of action and damages resulting from or growing out of MEMBER statements, materials or actions in violation of this agreement or that of any MLM Company to which the MEMBER represents through Poofy Organics.
12. MEMBER agrees that breach of any part of this agreement is grounds for immediate termination by Poofy Organics, with no refund for any subscription.
13. MEMBER understands that Poofy Organics will provide MEMBER a replicated Web Page with ability to edit.
14. In the event that any check (monies) by any method is returned unpaid, I authorize Poofy Organics to debit my account for the face amount plus up to a 10% failed payment processing fee. If said amount remains unpaid, I understand that I could lose my current status and that until my account is brought current I could forfeit certain rights and privileges, including commissions.
15. Company will retain full authority to accept or reject any Application. Such refusal is solely within the discretion of the Company. No right of action against Company will arise because of any such acceptance or refusal.
16. Company reserves the right to amend, revise, institute, alter or modify changes including but not limited to prices, literature, policies, this Agreement and the Compensation Plan. Any such revisions become effective by email, letter(s) or by publication in official company literature or posted to MEMBER. MEMBER agrees to be bound by these changes. Changes will become part of the agreement upon notification.
17. Company shall not be responsible for acts beyond its control, including but, not limited to: fire, flood, earthquake, storms, power outages, labor difficulty, equipment failure, supplier problems, or other difficulties that might prevent performance according to this agreement.
18. Company does not require MEMBER to refer anyone.
19. Company reserves the right to terminate this agreement immediately upon receipt of sufficient information that MEMBER has violated any term or condition of this agreement or has otherwise acted illegally or unethically.
20. Company requires that all MEMBERS obey the letter and the spirit of the law.
21. MEMBER states that he/she has not violated any non-competition, non-compete, non-solicitation, or confidentiality agreement entered into with any other organization or entity, and by becoming an MEMBER of Poofy Organics will not be violating any agreement or contract, including non-competition, non-compete, non-solicitation entered in with any other organization.
22. MEMBER agrees to comply with all federal, state and local statutes, regulations and ordinances concerning the operation of their business.
23. MEMBER may only be compensated if he/she resides within the United States of America or Canada.
24. MEMBER agrees to accept the sole responsibility for all self-employment and all legal country/federal and state and local income and sales taxes and any other taxes on income earned as an MEMBER. The Company will file appropriate tax earnings report forms on each MEMBER at the close of the calendar year for the amount of commissions and bonuses earned in their country of residence under this agreement.
25. MEMBER shall provide appropriate SSN or FEIN, if requested by company for revenue purposes.
26. Poofy Organics will contact the new Poofy Organics MEMBER by e-mail or letter to obtain the required information from the MEMBER. If the MEMBER has reached a total of $400 in earnings and Poofy Organics has not received the Social Security Number and/or Federal Identification Number from the MEMBER on a completed and signed W-9 Form, Poofy Organics will begin withholding up to 33% from earnings until the required information is received. Once Poofy Organics receives the MEMBER’s Social Security Number or Federal ID Number on a completed and signed W-9 Form, Poofy Organics will stop the 33% withholding from MEMBER’s future earnings. MEMBERs who do not provide accurate Social Security Number or Federal ID Number information may be subject to a penalty fee.
Section Two: Term and Renewal
Subject to the terms of Section 4.01, the Agreement shall have a term which shall begin on the date of acceptance by Company and end one year from the date thereof (the “Anniversary Date”).
MEMBERs must renew annually, on the Anniversary Date and MEMBER has the right to decline to accept any renewal at its sole discretion. Company may require that MEMBERs execute a new Agreement upon renewal. MEMBERs not renewing by the renewal date shall be deemed to have voluntarily terminated their MEMBER relationship with Company, and thereby lose their MEMBER entity, all refership rights, their position in the Compensation Plan and all rights to commissions and bonuses. MEMBERs who fail to renew their MEMBER status may not reapply under a new refer for three (3) months after non-renewal.
Section Three: Refeship
MEMBERs may refer other MEMBERs to Poofy Organics. MEMBERs must ensure that each potential new MEMBER has reviewed and has had access to the current Policies and Procedures, Terms and Conditions, prior to or when giving the individual an Agreement.
3.02 INCOME CLAIMS
MEMBERs must truthfully and fairly describe the Compensation Plan. No past, potential or actual income claims may be made to prospective MEMBERs, nor may MEMBERs use their own incomes as indications of the success assured to others. Commission checks may not be used as marketing materials. MEMBERs may not guarantee commissions or estimate expenses to prospects.
Section Four: Resignation
4.01 VOLUNTARY RESIGNATION
a) MEMBER may voluntarily terminate his or her MEMBER status by failing to renew or by sending thirty (30) days written notice of such resignation or termination to Company. Voluntary resignation is effective upon receipt of such notice by Company.
b) MEMBER who resigns or terminates their MEMBER status may reapply as MEMBER, three (3) months after resignation.
MEMBER may be immediately terminated for violating the terms of his or her Agreement, which includes these Policies and Procedures, Terms and Conditions and the Compensation Plan and other documents produced by Company upon written notice. Company may terminate a violating MEMBER without placing the MEMBER on suspension, at Company's sole discretion. When the decision is made to terminate MEMBER, Company will inform the MEMBER in writing at the address in the MEMBER's file that the termination has occurred.
If MEMBER wishes to appeal the termination, Poofy Organics must receive the appeal in writing within fifteen (15) days from the date of notice of termination. If no appeal is received within the fifteen (15) day period, the termination will automatically be deemed final. If MEMBER files a timely notice of appeal, Company will review the appeal and notify the MEMBER of its decision within ten (10) days after receipt of the appeal. The decision of Company will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice.
4.04 EFFECT OF TERMINATION
Immediately upon termination, the terminated MEMBER:
a) Must remove and permanently discontinue the use of the trademarks, service marks, trade names and any signs, labels, stationary or advertising referring to or relating to any product, plan or program of Company.
b) Must cease representing themselves as MEMBER of Company;
c) Loses all rights to his or her MEMBER position in the Company and to all future commissions and earnings resulting there from;
d) Must take all action reasonably required by Company relating to protection of Company's confidential information. Company has the right to offset any amounts owed by MEMBER to Company including, without limitation, any indemnity obligation incurred pursuant to Section 11.01 herein, from commissions or other compensation due to the MEMBER.
The acceptance of any reapplication of a terminated MEMBER or the application of any family member of a terminated MEMBER shall be at the sole discretion of Company and can be denied.
4.06 STATE LAWS
Where state laws on termination are inconsistent with this policy, the applicable state law shall apply.
Section Five: Proprietary Information
5.01 CONFIDENTIALITY AGREEMENT
During the term of the Agreement, Company may supply to MEMBERs confidential information, including, but not limited to genealogical and Down line reports, customer lists, customer information developed by Company or developed for and on behalf of Company by MEMBERs (including, but not limited to, credit data, customer and MEMBER profiles and product purchase information), MEMBER lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which Company may designate as confidential. All such information (whether in written or electronic format) is proprietary and confidential to Company and is transmitted to MEMBERs in strictest confidence on a “need to know” basis for use solely in MEMBERs business with Company. MEMBERs must use their best efforts to keep such information confidential and must not disclose any such information to any third party, or use this information for any non-company activity directly or indirectly while a MEMBER and thereafter.
MEMBERs must not use the information to compete with Company or for any purpose other than promoting Company's program and its products and services. Upon expiration, non-renewal or termination of the Agreement, MEMBERs must discontinue the use of such confidential information and promptly return any confidential information in their possession to Company.
5.02 COPYRIGHT RESTRICTIONS
With respect to product purchases from Company, MEMBERs must abide by all manufacturers' use restrictions and copyright protections.
5.03 VENDOR CONFIDENTIALITY
Company's business relationships with its vendors, manufacturers and suppliers are confidential. MEMBERs must not contact, directly or indirectly, or speak to, or communicate with any supplier or manufacturer of Company except at Company referred events at which the supplier or manufacturer is present at the request of Company.
Section Six: Trademarks, Literature and Advertising
Companies name trademarks, service marks and copyrighted materials are owned by the Company. The use of such marks and materials must be in strict compliance with these Policies and Procedures.
6.02 ADVERTISING & PROMOTIONAL MATERIALS
Only the promotional and advertising materials produced by Company or approved in advance in writing by Company may be used to advertise or promote a MEMBER's business or to sell products and services of Company. Company's literature and materials may not be duplicated or reprinted without the prior written permission.
No endorsements by a Company officer or administrator or third party may be asserted, except as expressly communicated in Company literature and communications. Federal and state regulatory agencies do not approve or endorse direct selling programs. Therefore, MEMBERs may not represent or imply, directly or indirectly, that Company's programs, products or services have been approved or endorsed by any governmental agency.
Section Seven: General Provisions
7.01 INDEMNITY AGREEMENT
Each and every MEMBER agrees to indemnify and hold harmless Company, its shareholders, officers, directors, employees, agents and successors in interest from and against any claim, demand, liability, loss, cost or expense including, but not limited to, court costs and attorneys' fees, asserted against or suffered or incurred by any of them, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the MEMBERs (a) activities as MEMBER; (b) breach of the terms of the Agreement; and/or (c) violation of or failure to comply with any applicable federal, state or local law or regulation.
7.02 PROCESSING CHARGES
Company reserves the right to institute a processing charge for commission checks and/or genealogy requests.
7.03 OTHER SERVICES & PRODUCTS
MEMBERs may not promote or sell another company's products or services at functions organized to feature Company's products. MEMBERs are not restricted from selling other company's services and products which are not similar to or competitive with the products and services of Company. However promotion of competitive services, products and/or business programs with anyone, including MEMBERs, is strictly prohibited.
To the extent permitted by law, Company shall not be liable for, and each MEMBER releases Company from, and waives all claims for any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by MEMBER as a result of (a) the breach by MEMBER of the Agreement and/or the Terms and Conditions and/or the Policies and Procedures; (b) the operation of MEMBER's business; (c) any incorrect or wrong data or information provided by MEMBER; or (d) the failure to provide any information or data necessary for Company to operate its business, including, without limitation, the enrollment and acceptance of MEMBER into the Compensation Plan or the payment of commissions and bonuses.
Company encourages all MEMBERs to keep complete and accurate records of all their business dealings.
7.06 FORCE MAJEURE
Company shall not be responsible for delays or failure in performance caused by circumstances beyond a party's control, such as but not limited to: fire, flood, earthquake, storm, power outages, labor difficulties, strikes, war, government decrees or orders and/or curtailment of a party's usual source of supply.
It is the obligation of every MEMBER to abide by and maintain the integrity of the Policies and Procedures and Terms and Conditions. If MEMBER observes another MEMBER committing a violation, he or she should discuss the violation directly with the violating MEMBER. If the MEMBER wishes to report such violation to Company, he or she must detail violations in writing only and mark the correspondence “Attention: Legal Department”.
Company reserves the right to amend the Agreement, Policies and Procedures, Terms and Conditions, its retail prices, product and service availability and the Compensation Plan type at any time without prior notice as it deems appropriate. Amendments will be communicated to MEMBERs through official Company website and or official Company publications. Amendments are effective and binding upon submission to the Company website. In the event any conflict exists between the original documents or policies and any such amendment, the amendment will control.
7.09 NON-WAIVER PROVISION
No failure of Company to exercise any power under these Policies and Procedures or to insist upon strict compliance by MEMBER with any obligation or provision herein, and no custom or practice of the parties at variance with these Policies and Procedures, shall constitute a waiver of Company's right to demand exact compliance with these Policies and Procedures. Company's waiver of any particular default by MEMBER shall not affect or impair Company's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any other MEMBER. No delay or omissions by Company to exercise any right arising from a default effect or impair Company's rights as to that or any subsequent or future default. Waiver by Company can be affected only in writing by an authorized officer of Company.
7.10 GOVERNING LAW
The Agreement and these Policies and Procedures shall be governed by the laws of Los Angeles CA United States.
In the event a dispute arises between the Company and a MEMBER regarding their respective rights, duties under this agreement, or in the event of a claim of breach of the MEMBER Agreement, it is agreed that such dispute shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at Los Angeles CA United States. The Arbitrator may award, in addition to declaratory relief, contractual damages and shall award reasonable attorney’s fees and costs to the prevailing party. An award of attorney’s fees and costs shall continue through any review, appeal or enforcement of an arbitration decision. The arbitration decision may be enforced in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. The parties each expressly waive their right to collect consequential, punitive and exemplary damages from the other party.
7.12 ENTIRE AGREEMENT
The Policies and Procedures are incorporated into the Agreement and, along with the Terms and Conditions and Compensation Plan, constitute the entire agreement of the parties regarding their business relationship.
If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the Agreement, including these Policies and Procedures and Terms and Conditions, or any specification, standard or operating procedure which Company has prescribed is held to be invalid or unenforceable, Company shall have the right to modify the invalid or unenforceable provision, specification, standard or operating procedure or any portion thereof to the extent required to be valid and enforceable, and the MEMBER shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.
7.14 LIMITATION OF DAMAGES
TO THE EXTENT PERMITTED BY LAW, COMPANY AND ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES, SHALL NOT BE LIABLE FOR, AND MEMBER HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO COMPANY PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY COMPANY AND COMPANY, WHETHER SOUNDING IN CONTRACT TORT OR STRICT LIABILITY. COMPANY SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO, THE AMOUNT OF UNSOLD COMPANY SERVICES AND/OR PRODUCTS OF COMPANY OWNED BY THE MEMBER AND ANY COMMISSIONS OWED TO THE MEMBER.
Any communication, notice or demand of any kind whatsoever which either the MEMBER or Company may be required or may desire to give or to serve upon the other shall be in writing and delivered by electronic communication whether by telex, telegram, Email or telecopy (if confirmed in writing sent by registered or certified mail, postage prepaid, return receipt requested). Any such communication, notice or demand shall be deemed to have been given or served on the date of confirmed dispatch, if by electronic communication, or on the date shown on the return receipt or by other evidence if delivery is by mail.
1 Madison Street, Suite B8
East Rutherford, NJ 07073
Store: 201-438-6800 HQ: 973-471-6800