CIP® Representative Agreement Terms and Conditions

1. I understand that as a CIP® Representative:
a. I have the right to purchase products and services from CIP®.
b. I have the right to offer for sale CIP® products and services, without the individual approval of each sale by CIP®, but in accordance with these Terms and Conditions.
c. I do NOT have the right to hire persons in for CIP®.
d. I will assist, train, and motivate the representatives in my sales and marketing organization.
e. I will comply with all federal, state, county, and muniCIP®al laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county, or municipal law, ordinance, rule or regulation.
f. I will actively develop, service, and/or maintain at least four customers to be eligible to receive commissions. I understand that I must keep accurate records of retail sales and CIP® may periodically ask me to provide documentation of such sales to CIP®. I further understand that no bonuses or commissions will be paid without customer acquisition.
g. I will not purchase any product or service solely for the purpose of qualifying for overrides, commissions, or bonuses.
h. I will perform my obligations as a Representative with honesty and integrity.
i. I will only use the sales contracts and order forms which are provided by CIP® for the sales of its goods and services, and I will follow all policies and procedures established by CIP® for the completion and processing of such contracts and orders.
j. I will procure leads for both customers and other representatives on my own without the assistance of the company. I understand that the company does not provide leads to me.
2. I agree to present the CIP® Marketing and Compensation Plan and CIP® products and services as set forth in official CIP® literature. I will make no claims regarding potential income, earnings, products and services beyond what is stated in official CIP® literature. Unless I have received express written permission from CIP®, I will not: (a) use, produce, create, publish, distribute, or obtain from any source other than CIP®, any literature, recordings (audio, video, or otherwise), sales or enrollment aids relating to CIP® products, services, or the CIP® Marketing and Compensation Plan; (b) use or display any CIP® or product/partner trademarks, tradenames, service marks,logos, designs or symbols; (c) advertise CIP® products, services, or the CIP® opportunity.
3. I agree that as a CIP® Representative I am an Independent Contractor (Direct Seller) and not an employee, agent, partner, legal representative, or franchisee of CIP®. I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of CIP®. I understand that I shall control the manner and means by which I operate my CIP® distributorship, subject to my compliance with these Terms and Conditions, the CIP® Policies and Procedures and the CIP® Marketing and Compensation Plan (all of which are collectively referred to as the "Agreement"). I understand that I will not be compensated based on hours worked, but a commission basis for products and services sold as set forth in the the CIP® Marketing and Compensation plan. I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF CIP® FOR FEDERALOR STATE TAX PURPOSES. CIP® is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection agreements between CIP®, Inc. and all appropriate taxing jurisdictions, and all related rules and procedures. I understand that as an Independent Contractor (Direct Seller) that I am not eligible for unemployment compensation, medical benefits, sick pay, vacation pay nor any type of pension plan.
4. I have carefully read and agree to comply with the CIP® Policies and Procedures and the CIP® Marketing and Compensation Plan, both of which are incorporated into and made a part of these Terms and Conditions. I understand that I must be in good standing, and not in violation of any of the terms of this Agreement, in order to be eligible to receive any bonuses or commissions from CIP®. I understand that these Terms and Conditions, the CIP® Policies and Procedures, or the CIP® Marketing and Compensation Plan may be amended from time to time, and I agree that any such amendments will apply to me. Notification of amendments shall be published in official CIP® materials and sent to all representatives. The continuation of my CIP® distributorship or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments.
5. The term of this Agreement shall be from the date on which it is accepted by CIP® to the same date of the following year. Thereafter, the annual term shall be from the acceptance date for each subsequent year. If I fail to annually renew my CIP® business and pay the applicable renewal fee (if applicable) or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Representative. I understand that if I subscribe to either the CIP® Standard or Premium monthly services (if applicable) that my annual renewal fee will automatically be deducted from my commissions. I shall not be eligible to sell CIP® products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former sales organization. In the event of cancellation, termination, or nonrenewal, I agree to waive all rights I have, including but not limited to property rights, to my former sales organization and to any bonuses, commissions, or other remuneration derived through the sales and other activities of my former sales organization.
6. I may not assign any rights or delegate my duties under this Agreement without the prior written consent of CIP®. Any attempt to transfer or assign this Agreement without the express written consent of CIP® renders this Agreement voidable at the option of CIP® and may result in termination of my distributorship.
7. I understand that if I fail to comply with the terms of this Agreement, CIP® may, at its discretion,terminate my distributorship or impose upon me other disCIP®linary action, including but not limited to, forfeiture of bonuses and commissions, loss of all or part of my sales and marketing organization. If I am in breach, default, or violation of this Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If this Agreement is terminated for any reason, I will forever lose my rights as a Representative, including rights to my sales and marketing organization, and rights to compensation pursuant to the CIP® Marketing and Compensation Plan. If I fail to pay for products and services when payment is due, I authorize CIP® to withhold the appropriate amounts from my bonus or commission checks, to charge my credit cards, or debit my checking accounts, if any, which I have authorized CIP® to charge. I understand that the failure to promptly pay for products constitutes a breach of this Agreement. 8.To the extent permitted by law, CIP®, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred as "affiliates"), shall not be liable for, and I release CIP® and its affiliates from, and waive all claims for any loss of profits,indirect, direct, special, or consequential damages or any other loss incurred or suffered by me as a result of: (a) my breach of this Agreement or the CIP® Policies and Procedures; (b) the improper promotion or operation of my distributorship and any activities related to it (e.g., the presentation of CIP® products or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.); (c) any incorrect or wrong data or information provided by me; or (d) the failure to provide any information or data necessary for CIP® to operate its business, including without limitation, my enrollment and acceptance into the Marketing and Compensation Plan or the payment of Bonuses or Commissions. I agree that the entire liability of CIP® and its affiliates for any claim whatsoever related to the relationship of CIP® and myself, including but not limited to, any cause of action sounding in contract, tort, or equity shall not exceed, and shall be limited to, the amount of products I have purchased from CIP® under this Agreement or any other agreement that are in resalable condition. I further agree to indemnify, hold harmless, and defend at my expense CIP® and its affiliates against any and all claims, demands, liabilities, judgments, attorney fees and all other expenses arising or alleged to arise in connection with my distributorship.
9. This Agreement constitutes the entire contract between CIP® and myself. Any promises, representations, offers, or other communications not expressly set forth in this Agreement are of no force or effect. To the extent of any conflict or inconsistency between this Agreement and any other agreement (other than the Policies and Procedures), this Representative Application and Agreement shall supersede and prevail over any term of any other agreement as to the matters addressed herein. To the extent of any conflict or inconsistency between this Agreement and the Policies and Procedures (in their current form or as subsequently modified), the Policies and Procedures shall in all instances supersede and prevail over any term of this Agreement as to the matters addressed herein.
10. Any waiver by CIP® of any breach of this Agreement must be in writing and signed by an authorized officer of CIP®. Waiver by CIP® of any breach of this Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
11. In the event that a provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.
12. This Agreement will be governed by and construed in accordance with the laws of the State of New York, unless the laws of the state in which I reside expressly require the application of its laws. As more fully set forth in the CIP® Policies and Procedures, all disputes and claims against CIP® or its employees, agents, directors, officers, or affiliates (referred to as a CIP® entity?), for any theory of liability or cause of action, including but not limited to, torts, misrepresentations, federal and state statutory claims, breach of contract, or non-contractual claims, shall be settled totally and finally by arbitration in Rochester, N.Y., in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. If an Independent Representative files a claim or counterclaim against any CIP® entity, an Independent Representative shall do so only on an individual basis and not with any other Representative or as part of a class action. No punitive or exemplary damages shall be awarded in arbitration, or any other proceeding, against an Independent Representative or any CIP® entity. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
13. The parties consent to jurisdiction and venue before any federal or state court in Monroe County, State of New York for purposes of enforcing an award by an arbitratoror any other matter not subject to arbitration. If the law of the state in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state's law shall govern issues relating to jurisdiction and venue.
14. I agree that I may not engage in any discriminatory practices, including sexual harassment and harassment based upon race, sex, national origin, religion, disability, age or any other protected characteristic. I understand that harassment of employees, representatives, customers, including harassment because of race, color, religion, creed, national origin, ancestry, citizenship, age, sex, pregnancy, marital status, disability, sexual orientation, military or veteran status or any other status protected under applicable federal, state or local laws, is unacceptable and will not be tolerated. In keeping with this commitment, I will not tolerate and understand that CIP® will not tolerate the harassment of representatives by anyone, including any representative, employee, vendor, client, contractor, or customer.