This Vitalità Angels Fashion Consultant (Sales Partner) Agreement is entered into between the person(s) or entity executing this Agreement (“me” or “I”) and Vitalità Angels, Inc., a California corporation (“Vitalità Angels”) (each a “party” and together the “parties”). The parties agree as follows:
1. Sales Partner Rights and Responsibilities.
1.1 Right to Market Vitalità Angels Products and Sponsor. Subject to the terms and conditions of this Agreement, Vitalità Angels grants to me the rights to (a) be a Sales Partner and to market Vitalità Angels Products throughout the world (with the exception of Israel) through person-to-person sales and (b) sponsor new Sales Partners.
1. 2 Purchase of Vitalità Angels Products. Vitalità Angels will offer to me Vitalità Angels Products for purchase as an independent contractor. I have the right to purchase Vitalità Angels Products at the price stated by Vitalità Angels and I acknowledge and agree that Vitalità Angels may change Vitalità Angels Product prices without prior notice to me.
1.3 Independent Contractor. I acknowledge and agree that, as a Sales Partner, I am an independent contractor of Vitalità Angels and I will:
a) be self-employed, and determine in my sole discretion, when I work and the number of hours I work;
b) be paid Commissions based on purchases and sales and not the number of hours that I work;
c) be subject to entrepreneurial risk and responsible for all losses that I incur as a Sales Partner;
d) if required, obtain a federal employment identification number;
e) pay my own license fees and any insurance premiums;
f) be responsible for all costs of my business including, but not limited to, travel, entertainment, office, clerical, legal, equipment, accounting, and general expenses, without advances, reimbursement, or guarantee from Vitalità Angels;
g) not be treated as an employee of Vitalità Angels for federal or state tax purposes; and
h) pay any self-employment taxes required by federal, state, and local laws, statutes, and regulations.
I represent, warrant, and covenant that I am not an employee, agent, or legal representative of Vitalità Angels, and except as permitted by this Agreement, I am not authorized to act on behalf of Vitalità Angels. Nothing in this Agreement is intended or will be deemed to constitute a partnership, agency, employer-employee, or a joint venture relationship between Vitalità Angels and me.
1.4 Marketing of Vitalità Angels Products and Services.
I will promote the retail sale of Vitalità Angels Products in accordance with the terms and conditions of this Agreement. I agree not to make any claims about Vitalità Angels Products and the Sales Compensation Plan unless they are contained on Vitalità Angels labels or in official Vitalità Angels literature. Vitalità Angels will pay me Commissions for the sale of Vitalità Angels Products less returns. I understand and agree that, in order to be eligible to receive Commissions, I must meet all requirements outlined in the Sales Compensation Plan, including retail sales, and not be in violation of the terms of this Agreement. I will not purchase any Vitalità Angels Products solely for the purpose of qualifying for Commissions. I agree that prior to placing a subsequent order for Vitalità Angels Products, I have sold or consumed at least eighty percent (80%) of the Vitalità Angels Products from any previous orders. I agree to encourage, supervise, and assist my downline organization’s efforts to sell Vitalità Angels Products to retail customers.
1.5 Refunds. All Vitalità Angels Products purchased by Sales Partners are non-refundable and non-returnable; provided, however, retail customers that purchase Vitalità Angels Products from Sales Partners may seek refunds from Sales Partners in accordance with the Refund Policy available at https://vitalita.shop/policies/refund-policy.
1.6 Commission Check Deposit. I authorize Vitalità Angels to either (i) deposit the payment of any Commissions due to my account at the financial institution designated by me in my Sales Partner Portal or (ii) issue to me a debit card with the amount of any Commissions due. This authorization, as specified in this Agreement and in my Sales Partner Portal, will remain in full force and effect until (i) Vitalità Angels has received written notice from me of my withdrawal from the direct deposit or debit card program, and (ii) Vitalità Angels has a reasonable opportunity to make such a change pursuant to my notice. I understand that this authorization replaces any previous authorization and will remain in effect until Vitalità Angels receives written notice of my withdrawal from the direct deposit or debit card program. I agree that I must notify Vitalità Angels immediately (i) prior to changing or closing the above account, or (ii) if my financial institution changes my routing number or account number. Failure to notify Vitalità Angels of account number changes may delay my receipt of Commissions. If I change my financial institution and/or account number, I must update the information in my Sales Partner Portal before I close my existing account. Vitalità Angels will not be liable to me for failing to access my account, provide direct deposits to my account in a timely manner, or issue a debit card in a timely manner unless such failure or loss is a direct result of Vitalità Angels’ gross negligence or intentional misconduct. Vitalità Angels’ liability will not exceed the amount of the funds that would have otherwise been deposited.
2. Mandatory and Binding Arbitration.
2.1 THIS AGREEMENT IS SUBJECT TO ARBITRATION. CALIFORNIA WILL BE THE EXCLUSIVE VENUE FOR ARBITRATION OR ANY OTHER RESOLUTION OF ANY DISPUTES ARISING UNDER OR RELATED TO THIS CONTRACT. The place of origin of this Agreement is the State of California, United States of America, and it will be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of California, without giving effect to its rules regarding choice of laws. The exclusive venue for any and all Disputes will be in Santa Clara County, California. I consent to the personal jurisdiction of any courts within the State of California and waive any objection to improper venue.
2.2. I agree that any Dispute will be resolved and settled in accordance with and pursuant to the terms and conditions of this Agreement, and by the rules and procedures set forth in the Policies and Procedures. The arbitration proceedings will be conducted in Santa Clara County, California. The arbitration will be conducted in the English language, but at the request and expense of a party, documents and testimony will be translated into another language. One arbitrator will be appointed to hear and decide disputes, which arbitrator will be selected by mutual consent of both parties. The parties will each bear their own costs and expenses and an equal share of the (i) cost of the arbitrator and (ii) administrative fees of arbitration. Neither the parties nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction.
2.3 A “Dispute” is defined as any and all past, present or future claims, disputes, causes of action or complaints, whether based in contract, tort, statute, law, product liability, equity, or any other cause of action, (i) arising under or related to this Agreement, (ii) between other Sales Partners and me arising out of or related to a Sales Partnership, or our business relationships as independent contractors of the Vitalità Angels, (iii) between Vitalità Angels and me, (iv) related to Vitalità Angels or its past or present affiliated entities, their owners, directors, officers, employees, investors, or vendors, (v) related to the Vitalità Angels Products, (vi) regarding Vitalità Angels’ resolution of any other matter that impacts my Sales Partnership, or that arises out of or is related to Vitalità Angels’ business, including my disagreement with Vitalità Angels’ disciplinary actions or interpretation of this Agreement.
3.1 Representations and Warranties. I represent and warrant that (a) I am authorized to enter this Agreement and that I have met all legal requirements to enter into a valid contract in the United States; (b) when executed and delivered by me and accepted by Vitalità Angels as described herein, the Agreement constitutes a legal, valid and binding obligation; (c) the information provided by me in the Agreement is accurate and complete and if I have provided any false or misleading information authorizes Vitalità Angels, at its election, to declare the Agreement void from its inception; and (d) the social security number or federal tax identification number provided in this Agreement is my correct tax payer identification number for United States income tax purposes.
3.2 Authorization to Transfer Personal Information. In order for Vitalità Angels to provide support for my Sales Partner account, I authorize Vitalità Angels to transfer and disclose personal and/or confidential information, which (a) I have provided to Vitalità Angels in connection with my Sales Partner account and downline organization, or (b) that has been developed as a result of my activity as a Sales Partner, to (i) its parent and affiliated companies, (ii) and to my Vitalità Angels independent upline Sales Partners when necessary to ensure proper upline support, and (iii) to applicable government agencies or regulatory bodies if required by law. I further authorize Vitalità Angels to use my personal information for Sales Partner recognition and marketing materials.
3.3 Acceptance of Agreement. The effective date of this Agreement will be the date it is accepted by Vitalità Angels, which will be (i) the date that I execute the Agreement electronically via Vitalità Angels’ online sign-up procedure and it is received and accepted or (ii) the date that an original hard copy of this agreement is received and accepted and a computer record is made of the account.
3.4 Indemnity. I will indemnify and hold Vitalità Angels, and each of their shareholders, officers, directors and employees harmless from and against any claim, demand, liability, loss, action, causes of action, costs, or expenses, including, but not limited to, reasonable attorney’s fees, resulting or arising from, directly or indirectly, any acts or omissions by me in conducting my independent Vitalità Angels business, including without limitation, breach of representations and warranties, material breach of the Agreement and other agreements between the parties, or any other claims or causes of action.
3.5 Limitation of Liability. I agree that Vitalità Angels will not be liable for any special, indirect, direct, incidental, punitive, or consequential damages, including loss of profits, arising from or related to the breach of the Agreement or other agreement between the parties. I agree that the entire liability of Vitalità Angels for any claim whatsoever related to my relationship with Vitalità Angels, including but not limited to any cause of action arising in contract, tort, or equity, will be limited to the cost of Vitalità Angels Products that I have purchased from Vitalità Angels.
4.1 “Agreement” means this Sales Partner Agreement, the Sales Partner application submitted by Sales Partner and accepted by Vitalità Angels, the Policies and Procedures, the Sales Compensation Plan, and Vitalità Angels materials pertaining to optional programs, as each may be amended, and are incorporated herein by reference.
4.2 “Commissions” means the compensation paid to Sales Partners based on the volume of Vitalità Angels Products sold by a Sales Partner as set forth in the Sales Compensation Plan.
4.3 “Policies and Procedures” means the policies, in addition to this Agreement, that governs how I am to conduct my business and defines the rights and relationships of the parties.
4.4 “Sales Compensation Plan” means the specific plan that outlines the details and requirements of the compensation structure for Sales Partners.
4.5 “Sales Partner” means an independent contractor authorized by Vitalità Angels to market Vitalità Angels Products, recruit other Sales Partners, and receive Commissions in accordance with the requirements of the Sales Compensation Plan.
4.6 “Sales Partner Portal” means the “back-office” online portal operated and maintained by Vitalità Angels from which I may manage my Sales Partner account, including, but not limited to, maintaining my contact information, managing my Commissions and payout preferences, accessing training materials, etc.
4.7 “Vitalità Angels Products” means the products and services of Vitalità Angels that are sold.
I have previously reviewed the Agreement, or agree, before conducting any Sales Partner activity, and also agree to the Sales Partner Policies and Procedures.
If I refuse to follow any provision of the Agreement, I agree to notify Vitalità Angels, in writing, and cancel my Sales Partner account. I certify that I am at least eighteen (18) years old and legally able to enter into this Agreement and agree to be bound by the terms and conditions of this Agreement.