5LINX® Representative Agreement Terms and Conditions
- I understand that as a 5LINX® Representative:
a. I have the right to purchase products and services from 5LINX® at the Representative Price.
b. I have the right to offer for sale 5LINX® products and services in accordance with these Terms and Conditions.
c. I have the right to enroll persons in 5LINX®.
d. I will assist, train, and motivate the representatives in my downline marketing organization.
e. I will comply with all federal, state, county, and municipal 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 (one on GLOBALINX® service) to be eligible to receive commissions. I understand that I must keep accurate records of retail sales and 5LINX® may periodically ask me to provide documentation of such sales to 5LINX®. 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 5LINX® for the sales of its goods and services, and I will follow all policies and procedures established by 5LINX® for the completion and processing of such contracts and orders.
- I agree to present the 5LINX® Marketing and Compensation Plan and 5LINX® products and services as set forth in official 5LINX® literature. I will make no claims regarding potential income, earnings, products and services beyond what is stated in official 5LINX® literature. Unless I have received express written permission from 5LINX®, I will not: (a) use, produce, create, publish, distribute, or obtain from any source other than 5LINX®, any literature, recordings (audio, video, or otherwise), sales or enrollment aids relating to 5LINX® products, services, or the 5LINX® Marketing and Compensation Plan; (b) use or display any 5LINX® or product/partner trademarks, tradenames, service marks,logos, designs or symbols; (c) advertise 5LINX® products, services, or the 5LINX® opportunity.
- I agree that as a 5LINX® Representative I am an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of 5LINX®. 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 5LINX®. I understand that I shall control the manner and means by which I operate my 5LINX® distributorship, subject to my compliance with these Terms and Conditions, the 5LINX® Policies and Procedures and the 5LINX® Marketing and Compensation Plan (all of which are collectively referred to as the “Agreement”). 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 5LINX® FOR FEDERAL OR STATE TAX PURPOSES. 5LINX® 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 5LINX®, Inc. and all appropriate taxing jurisdictions, and all related rules and procedures.
- I have carefully read and agree to comply with the 5LINX® Policies and Procedures and the 5LINX® 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 5LINX®. I understand that these Terms and Conditions, the 5LINX® Policies and Procedures, or the 5LINX® 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 5LINX® materials and sent to all representatives. The continuation of my 5LINX® distributorship or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments.
- The term of this Agreement shall be from the date on which it is accepted by 5LINX® 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 5LINX® business and pay the applicable renewal fee or if it is cancelled 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 5LINX® Standard or Premium monthly services that my annual renewal fee will automatically be deducted from my commissions. I shall not be eligible to sell 5LINX® products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. In the event of cancellation, termination, or non-renewal, I agree to waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions, or other remuneration derived through the sales and other activities of my former downline organization.
- I may not assign any rights or delegate my duties under this Agreement without the prior written consent of 5LINX®. Any attempt to transfer or assign this Agreement without the express written consent of 5LINX® renders this Agreement voidable at the option of 5LINX® and may result in termination of my distributorship.
- I understand that if I fail to comply with the terms of this Agreement, 5LINX® may, at its discretion, terminate my distributorship or impose upon me other disciplinary action, including but not limited to, forfeiture of bonuses and commissions, loss of all or part of my downline 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 downline marketing organization, and rights to compensation pursuant to the 5LINX®
Marketing and Compensation Plan. If I fail to pay for products and services when payment is due, I authorize 5LINX® 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 5LINX® to charge. I understand that the failure to promptly pay for products constitutes a breach of this Agreement.
- To the extent permitted by law, 5LINX®, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred as “affiliates”), shall not be liable for, and I release 5LINX® 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 5LINX® Policies and Procedures; (b) the improper promotion or operation of my distributorship and any activities related to it (e.g., the presentation of 5LINX® 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 5LINX® 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 5LINX® and its affiliates for any claim whatsoever related to the relationship of 5LINX® 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 5LINX® under this Agreement or any other agreement that are in resalable condition. I further agree to indemnify, hold harmless, and defend at my expense 5LINX® 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.
- This Agreement constitutes the entire contract between 5LINX® 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.
- Any waiver by 5LINX® of any breach of this Agreement must be in writing and signed by an authorized officer of 5LINX®. Waiver by 5LINX® of any breach of this Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
- 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.
- 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 5LINX® Policies and Procedures, all disputes and claims against 5LINX® or its employees, agents, directors, officers, or affiliates (referred to as a “5LINX® 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 5LINX® 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 5LINX® 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.
- 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 arbitrator or 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.