5LINX Representative Acknowledgment (“Acknowledgment”)
- General Acknowledgment. I understand and acknowledge that as an independent Representative of 5LINX Enterprises, Inc. (“5LINX” or the “Company”): (a) I have the opportunity to purchase products and services from 5LINX or its partners; (b) I have the right to offer for sale 5LINX products and services, without the individual approval of each sale by 5LINX, but in accordance with this Acknowledgment, the 5LINX Policies & Procedures and all appendicis thereto, including without limitation, the 5LINX Marketing and Compensation Plan (all of which are collectively referred to herein as the “Agreement”); (c) I have the opportunity to enroll persons as Representatives of 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 not purchase any product or service solely for the purpose of qualifying for overrides, commissions, or bonuses; (g) I will perform my obligations as a Representative with honesty and integrity; (h) I will only use the sales contracts and order forms which are provided by 5LINX for the sales of its products and services; and (i) I will procure leads for both customers and other Representatives on my own without the assistance of the Company and I understand that the Company does not provide leads to me.
- Compliance with 5LINX Materials. I agree to accurately present: (a) the 5LINX Marketing and Compensation Plan to current and prospective Representatives in my downline organization; and (b) 5LINX products and services to current and prospective customers in a manner consistent with, and in accordance with, the Agreement and any terms of sale provided by 5LINX. As part of the foregoing, I will make no claims regarding potential income, earnings, health benefits, or the features of products or services beyond what is stated in official 5LINX literature. Except as allowed in the 5LINX Policies & Procedures, 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 5LINX partner trademarks, trade names, service marks, logos, designs or symbols; or (c) advertise 5LINX products, services, or the opportunity to become a 5LINX Representative.
- Independent Contractor Relationship. I agree that as a 5LINX Representative I am an independent contractor (direct seller) and not an employee, agent, partner, legal representative, or franchisee of 5LINX. As a result, I understand and agree that: (a) 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; (b) I control the manner and means by which I conduct sales as an independent 5LINX Representative, subject to my obligations to comply with the Agreement; (c) I will not be compensated based on hours worked, but on a commission basis for products and services sold as set forth in the 5LINX Marketing and Compensation Plan; (d) I will be solely responsible for paying all expenses I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses; (e) I shall not be treated as an employee of 5LINX for federal or state tax purposes; (f) 5LINX is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, FUTA, or taxes of any kind, unless such withholding becomes legally required; (g) I shall be bound by all sales tax collection agreements between 5LINX and all appropriate taxing jurisdictions, and all related rules and procedures; and (h) I am not eligible for unemployment compensation, medical benefits, sick pay, vacation pay nor any type of pension plan.
- Representative Has Read and Understands the Agreement. I have carefully read and agree to comply with the Agreement, including without limitation, the 5LINX Policies & Procedures and the 5LINX Marketing and Compensation Plan. I understand that I must be in good standing, and not in violation of any of the terms of any of the Agreement in order to be eligible to receive any bonuses or commissions from 5LINX. I understand that the Agreement may be amended from time to time by 5LINX, and I agree that any such amendments will apply to me as set forth in the 5LINX Policies & Procedures.
- Terms of Relationship. The initial term of 5LINX’s appointment of me to act as an independent 5LINX Representative shall commence on the date that this Acknowledgment as signed by me is accepted by 5LINX to the same date of the following year. Thereafter, the term shall be governed by the provisions of the 5LINX Policies & Procedures.
- No Assignment Permitted. Except as provided in the 5LINX Policies & Procedures, I understand and agree that I may not assign any rights or delegate my duties under this Acknowledgment nor under the Agreement without the prior written consent of 5LINX.
- Failure to Comply with Agreement, Cancellation, Termination, Non-Renewal. I understand that if I fail to comply with the terms of any of the Agreement, 5LINX may, at its discretion, terminate my right to continue as a 5LINX independent Representative or impose upon me other disciplinary action, as provided in the 5LINX Policies & Procedures. If I am in breach, default, or violation of the 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 my rights as a 5LINX independent Representative are cancelled, terminated, or not renewed for any reason, I will forever lose my rights as a 5LINX independent Representative, including, without limitation, all rights to my downline marketing organization, and all 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.
- Waiver of Liability. To the maximum 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 any of the following: (a) my breach or failure to comply with any portion of the Agreement; (b) any promotion, operation, or other actions by me that violate any of the terms the Agreement; (c) any incorrect or wrong data or information provided by me; and (d) my 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 my relationship with 5LINX, including but not limited to, any cause of action sounding in contract, tort, or equity shall not exceed, and shall be limited to, the sale price of the products and services I have purchased from 5LINX under the Agreement within the past twelve (12) month period.
- Indemnification. I agree to indemnify, hold harmless, and for any third party claims, defend at my expense, 5LINX and its affiliates against any and all claims, losses, demands, liabilities, judgments, attorney’s fees and all other expenses arising or alleged to arise in connection with my activities as a 5LINX independent Representative or any breach or failure by me to comply with any portion of the Agreement.
- Entire Agreement. This Acknowledgment, along with all of the portions of the Agreement, constitutes the entire contract between 5LINX and me. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
- Conflicts. To the extent of any conflict or inconsistency between this Acknowledgment and the 5LINX Policies & Procedures and the appendicis thereto, the terms of the 5LINX Policies & Procedures and the appendicis thereto shall in all instances supersede and prevail.
- No Waivers. Any waiver by 5LINX of any breach or failure by me must be in writing and signed by an authorized officer of 5LINX. Any written waiver by 5LINX of any breach or failure by me shall not operate or be construed as a waiver of any subsequent breach or failure.
- Enforceability. In the event that any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the Agreement will remain in full force and effect.
- Governing Law; Venue, and Arbitration. This Acknowledgment will be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. As set forth in Sections 13.3 and 13.4 of the 5LINX Policies & Procedures, certain disputes between me and 5LINX will be governed by arbitration and all disputes will be heard in arbitration or in court in Monroe County, New York. I agree I have reviewed Sections 13.3 and 13.4 of the 5LINX Policies & Procedures and will comply with its requirements.
- Waiver of Class Actions. 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.
- Consent to Use of Personal Information. I consent to 5LINX’s collection and use of my personal information in connection with 5LINX’s business operations. My personal information may be used by 5LINX to consider and approve or reject my application. If approved, 5LINX may use my personal information for the processing of orders submitted by me, including payments due to me. My personal information may also be used to conduct analysis and review to assist 5LINX in assessing and revising its product and service offerings as well as its methods of distribution. I acknowledge that my personal information will be shared with 5LINX affiliates some of which are located in jurisdictions other than the United States and, as a result, my personal information may become subject to the laws of those jurisdictions.
- Consent to Receipt of Email Communications. I specifically consent to the receipt of email and other forms of electronic communications from 5LINX, and agree to the execute and deliver to 5LINX, upon request, any further waivers, agreements, consents, and acknowledgements to confirm the foregoing, including, without limitation, any such waivers, agreements, consents, and acknowledgements as may be required or requested by 5LINX from time to time to ensure or confirm compliance with the Canadian Fighting Internet and Wireless Spam Act and other similar laws.
- Agreement to Refrain from Discrimination. I agree that I shall 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 5LINX will not tolerate, the harassment of representatives by anyone, including any representative, employee, vendor, client, contractor, or customer.
Confidentiality Obligations. I understand and agree that the 5LINX Policies & Procedures obligate me to keep all confidential information of the Company in the strictest of confidence and I agree to comply with those obligations.