- 1. I am competent and of legal age to enter into binding contracts in the state in which I enter this Member Agreement with ValQuest Ads Inc.
- 2. The Member Agreement will continue for one year, or so long as I continue to purchase products from ValQuest Ads Inc., or until the Member Agreement is canceled by me, or by ValQuest Ads Inc., pursuant to the terms hereof, or of the Statement of Policies.
- 3. Neither I, nor my heirs or assigns, has been a ValQuest Ads Inc. Marketing Director and has not owned, had ownership affiliation with, or operated any ValQuest Ads Inc. business in the past six months.
- 4. I understand that as a Member of ValQuest Ads Inc., I am an independent contractor, and not an employee, legal representative or franchisee of ValQuest Ads Inc. I further understand and agree that I will not be treated as an employee for federal or state tax purposes, nor for purposes of the Federal Unemployment Tax Act, the Federal Insurance Contributions Act, the Social Security Act, or Any State Unemployment Acts, State Employment Security Acts, or State Workers Compensation Acts. I agree to pay all applicable federal and state income taxes, self-employment taxes, sales taxes, local taxes, and/or local license fees that may become due as a result of my activities under this Agreement.
- 5. I understand that the acceptance of the Member Agreement by ValQuest Ads Inc. does not constitute the sale of a franchise, and that there are no exclusive territories granted to anyone. I also understand that I am not acquiring any interest in a security.
- 6. I understand that my success, as a Member of ValQuest Ads Inc., is dependent upon my own efforts and skills. I do not anticipate receiving profits as a result of the efforts of any individual or entity other than myself.
- 7. When and if I become a Marketing Director, I will use my best efforts to develop and service at least one Customer, and one Marketing Director.
- 8. I understand that products representing at least 80% of my personal monthly Business Volume or Personal Volume must be sold to the end consumers each month. I will not purchase any product from ValQuest Ads Inc. solely for the purpose of qualifying for discounts, commissions, or bonuses.
- 9. I will be allowed to buy products at the prices set forth in the ValQuest Ads Inc. Distributor Price List according to my Marketing Director Title. I will not repackage for re-sale any products purchased from ValQuest Ads Inc.
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10. I understand that ValQuest Ads Inc. makes no claims or warranties of any kind including, but not limited to, any claims for earnings, medical, weight loss or health benefits concerning its products, other than those included in ValQuest Ads Inc. official written literature. I will not create, publish
or distribute any literature, or materials, representing ValQuest Ads Inc., or its products, other than that which is provided by ValQuest Ads Inc.
- 11. If I fail to pay for products or services on or before the due date, ValQuest Ads Inc. is authorized to withhold the appropriate amounts from my commission and bonus checks, or withdraw the appropriate amounts from my credit card/electronic checking accounts, if any, which I have authorized ValQuest Ads Inc. to charge.
- 12. ValQuest Ads Inc. will not be responsible for the loss of any commissions and bonuses or other payments because of errors or delays in receiving agreements, orders, changes, or other necessary information.
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13. I have carefully reviewed the ValQuest Ads Inc. Multi-Generation Compensation Plan, Rules and Regulations, Statement of Policies, Definitions of Terms, and acknowledge that they are incorporated as part of this Agreement in their present form, and as modified from time to time by
ValQuest Ads Inc. at its sole discretion.
- 14. Upon notification to its members, ValQuest Ads Inc. may, at its discretion, amend the ValQuest Ads Inc. Multi-Generation Compensation Plan, Rules and Regulations, Statement of Policies, Definitions of Terms, and/or terms of the Terms and Conditions Agreement. I agree to abide by any and all such amendments. The continuation of my ValQuest Ads Inc. business or my acceptance of commission and/or bonus checks or discounts from ValQuest Ads Inc. constitutes my acceptance of any such amendments.
- 15. My violation of any of the terms of this Agreement, ValQuest Ads Inc. Rules and Regulations, and/or the Statement of Policies may result, at ValQuest Ads Inc. discretion, in forfeiture of commission and bonus checks, or other payments from ValQuest Ads Inc., on all or part of my Marketing Organization, cancellation of this Agreement, or other corrective action as specified in the Statement of Policies.
- 16. I may cancel this Agreement for any reason at any time by giving written notice to ValQuest Ads Inc. bearing my original signature, printed name, address and Customer Number. Written cancellations will be effective upon receipt by ValQuest Ads Inc.
- 17. Cancellation Refund Policy: Our products are time related and coded to merchant’s advertising campaigns. ValQuest Ads Inc. will repurchase from Distributors, who have canceled their Membership Agreements, all unencumbered products, which are in resalable condition, which were purchased by the Distributor from ValQuest Ads Inc. within the previous three (3) months, at a price of not less than ninety percent (90%) of the original net cost to the Distributor. Goods shall be deemed “resalable or reusable if the goods are in an unused, commercially resalable condition at the time the goods are returned to ValQuest Ads Inc. All products or materials must be returned to ValQuest Ads Inc., with shipping prepaid by the Distributor, in order to receive the above refund.
- 18. This Agreement, the ValQuest Ads Inc. Multi-Generation Compensation Plan, Rules and Regulations, Statement of Policies and the Definitions of Terms constitute the entire agreement between ValQuest Ads Inc. and me and no other promises, representations guarantees or agreements of any kind will be valid unless in writing and officially authorized by ValQuest Ads Inc. This provision does not in any way limit ValQuest Ads Inc. ability to unilaterally amend or modify this Agreement, the ValQuest Ads Inc. Marketing Plan, Compensation Plan, Rules and Regulations, Statement of Policies and the Definitions of Terms without my prior written consent.
- 19. If any provision of this Agreement is held to be invalid all other provisions shall remain valid and enforceable.
- 20. The term of this Agreement is one year. ValQuest Ads Inc. will automatically renew this Agreement annually on each anniversary date of the acceptance of this Agreement, unless otherwise canceled. This Agreement shall not be deemed accepted by ValQuest Ads Inc. until ValQuest Ads Inc. has received the signed original of this agreement.
- 21. The laws of the State of Florida will govern this Agreement. The parties consent to jurisdiction and venue in Orange County District Court, in Orlando, Florida, or in the U.S. District Court for the District of Florida.
- 22. The prevailing party to any lawsuit relating to the violation or enforcement of any provision of this Terms and Conditions Agreement, or any provision or policy contained in the ValQuest Ads Inc. Multi-Generation Marketing Compensation Plan, Rules and Regulations, and Statement of Policies, will be entitled to an award of attorneys; fees and litigation costs.
- 23. If this Agreement is altered in any way it will not be deemed accepted by ValQuest Ads Inc. except in its original unaltered form, regardless of passage of time or payment of commissions by ValQuest Ads Inc..
- 24. If your ValQuest Ads Inc. business is a Corporation or a Tax Exempt Entity, you must complete a Corporate Entity Application & Agreement or a Tax Exempt Entity Application & Agreement, as applicable, and attach it as an addendum to this Agreement.
- 25. I understand that ValQuest Ads Inc. does not guarantee the success of my business or the income, if any, that I might earn. I understand that my success will depend on my own efforts, skills and productivity.
- 26. Terms used, but not defined herein, shall have the meanings as described in ValQuest Ads Inc. Definitions of Terms.
- 27. I have sought legal advice concerning this agreement, or I have chosen to waive my right to seek legal advice, and I find it to be legally sufficient in accepting this agreement.
- 28. I may cancel this Agreement for any reason at any time by giving written notice to ValQuest Ads Inc. bearing my original signature, printed name, address and Customer Number. Written cancellations will be effective upon receipt by ValQuest Ads Inc. Cancellation notices must be mailed (not faxed) to: ValQuest Ads Inc
