Terms & Conditions
Citrifolia MLM “Hector Pablo Oliva” Inc (In these terms and contract
whenever the name Citrifolia, or Citrifolia Inc, or Citrifolia is used
MLM inc shall be construed as the same company)
Distributor and Citrifolia MLM hereby agree to the following
terms and Conditions.
1. Legal age. Distributor certifies that he/she is of legal age to enter into this Agreement in the state in which Distributor resides.
2. Acceptance. This agreement will become effective upon acceptance by
Citrifolia.at his place of business in Chicago, Illinois. citrifolia se
reserves the right, in its sole discretion, to reject any
Distributor Application and Agreement. After the acceptance of Citrifolia of
this agreement. Distributors will have the right to purchase Citrifolia products at wholesale value, sell Citrifolia products and services, and participate in the Citrifolia compensation plan.
3. Conditions. This agreement must have a term of one year, which
begins on the date of acceptance by Citrifolia and ends one year later (on the "Anniversary Date"), unless the
Distributors renew this agreement prior to the Anniversary Date.
Citrifolia reserves the right, at its sole discretion, to reject the
Distributor renewal application. Additional provisions related to the renewal of this agreement are found in Citrifolia's policy manual, which is incorporated herein by specific reference.
4. Standard manual for multilevel. The Citrifolia Standard Manual is specifically incorporated herein by reference. The Distributor has ten days from the date a starter kit containing the Citrifolia Standard Manual is sent to him to accept or reject this agreement, including the terms and conditions contained in the standard manual. If the Distributor has not rejected the changes within ten days of the posting date, the Distributor will be deemed to have accepted the changes. Rejection of any amendment or change will result in termination of this agreement and Distributor forfeiture of all Distributor rights and privileges.
5. Independent Contractor Status. The Distributor understands and
acknowledge that he/she is an independent contractor and is not a
employee, agent, franchisee, joint venture, partner or owner of Citrifolia. Distributors have no authority to bind Citrifolia or incur any obligation on Citrifolia's behalf. Distributor is solely responsible for complying with all laws and regulations relating to Distributor business in any jurisdiction exercising authority over such business. Additional provisions related to Distributor independent contractor status are included in the Citrifolia Policy Manual.
6. Ownership Rights/Use of Company Materials. The
Distributor agrees not to use trade names, trademarks or copyrighted materials owned by Citrifolia without Citrifolia's written consent. Citrifolia and its affiliates have proprietary rights to its dealer network, dealer name lists, and other confidential business and financial information. Distributor agrees not to use any Citrifolia network, distributor lists, or confidential information to promote the sale or use of any products or services, other than those offered through Citrifolia. Distributor agrees that the use of Citrifolia's proprietary materials in violation of any part of this Agreement at any time constitutes a material breach of this Agreement and will result in serious injury and damage to Citrifolia. In the event of a breach or threatened breach by the Distributor of this agreement
7. Non-solicitation. As an incentive for Citrifolia to celebrate this
agreement, and in consideration of the mutual agreements contained herein, the
Distributor agrees that during the term of this agreement and for a
period one (1) year thereafter, the Distributor may not, directly or indirectly, in his own name or on behalf of any person or entity, solicit, induce, hire or attempt to solicit, induce or hire any Distributor, employee , member, customer, supplier or seller of Citrifolia (l) to enter into any business relationship with any individual or business that sells products or services that compete with Citrifolia products and/or services, or (ll) to terminate or disrupt your business or employment relationship with Citrifolia. Please refer to the Citrifolia Policy Manual for more information related to applying and cross-sponsoring.
8. Assignability. Distributor understands and agrees that this Agreement may not be transferred or assigned without the prior written approval of Citrifolia, in its sole discretion, and only in accordance with the policies
described in Citrifolia's standard manual, and Distributor, including any cause of action in contract, tort, or Citrifolia may assign this agreement at any time, strict liability shall not exceed and shall be limited in amount.
9. Termination. Distributor acknowledges that he or she is free to terminate this Agreement at any time and for any reason by giving Citrifolia written notice. Citrifolia may terminate this Agreement at any time with thirty (30) days written notice for any reason, and may terminate immediately (without thirty days notice) for violations of the policies outlined in the Citrifolia Standard Manual. As explained in more detail in the Citrifolia Policy Manual, Immediately upon termination of this agreement, Distributor forfeits all rights and privileges associated with being a Citrifolia Distributor.
10. Amendment. Distributor understands that Citrifolia may modify this agreement, the Citrifolia Standard manual, product prices, company documentation, or the Compensation Plan at any time. Any such modification or change will be posted on the Citrifolia website on the first Monday of each month and will be effective from the date of posting on the website. The Distributor will have ten days from the date of publication on the website to accept or reject the modifications or changes. If the Distributor has not rejected the changes within ten days of the posting date, the Distributor will be deemed to have accepted the changes. Rejection of any amendment or change will result in termination of this agreement and Distributor forfeiture of all Distributor rights and privileges.
11. Arbitration. Distributor understands and agrees that, except as set forth in the Citrifolia Standard Manual, all claims and disputes related to this agreement, the rights and obligations of the parties hereto, or any other claim or cause of action related to this agreement, shall be shall be fully and finally resolved by arbitration in the City of Chicago, State of Illinois, in accordance with the Federal Arbitration Act and the commercial rules of the American Arbitration Association, the parties agree that this agreement is executed in Cook County, Hicago and is governed by the laws of the State of Illinois.
12. Compensation of indemnity. Distributor agrees to indemnify and hold harmless Citrifolia, its subsidiaries, affiliates and their shareholders, officers, agents, employees and directors, from and against any claim, demand, liability, loss, cost or expense, including, but not limited to, fees of attorneys, arising out of or in any way related to or connected with Distributor's activities (a) as a distributor, (b) breach of the terms of this agreement, (c) violation or breach of any federal, state or federal law or regulation applicable location. Citrifolia has the right to set off any amounts owed by the distributor to Citrifolia, including but not limited to commission payments as a result of product returns,
against the amount of any commissions, bonuses or other monies owed to the Distributor.
13. Liquidated Damages, Distributor agrees that the liability of Citrifolia and its officers, directors and shareholders to Distributor for any claim related to the relationship of Citrifolia and Distributor, including any cause of action in contract, tort or strict liability, shall not shall exceed, and be limited to, the amount of unsold product inventory owned by the Distributor, if there was any commission at the time of the dispute or termination, if any, due to the Distributor. In no event shall Citrifolia be liable to Distributor for incidental, special, exemplary or consequential damages.
14. Cumulative Remedies / Waiver. All rights,
Powers and remedies granted to Citrifolia are cumulative, not exclusive, and are in addition to all other rights and remedies provided by law. No failure or delay by Citrifolia to exercise any power or right under this agreement or to insist on strict performance by the Distributor of any obligation or provision, and no custom or practice of the parties in disagreement with this agreement shall constitute a waiver of the right de Citrifolia to demand exact compliance. Citrifolia's waiver can only be effective in writing by an authorized officer of Citrifolia, Citrifolia's waiver of any particular breach by Distributor shall not affect Citrifolia's right with respect to any subsequent breach, nor shall it in any way affect the rights or Distributor Obligations.
15. Survival. Distributor's covenants and obligations to protect Citrifolia's proprietary and confidential trade secrets, information and materials, including, without limitation, the obligations and agreements contained in clauses five (5) and six (6), shall survive termination. termination of this agreement.
16. Entire Agreement. This agreement, the Citrifolia Standard Manual and the Compensation Plan (all of which are incorporated herein by reference), constitute the entire agreement between Citrifolia and the distributor. No other promise, representation, warranty or agreement of any kind not made in accordance with the amendment procedures described in clause nine (9) above, shall be valid unless in writing and signed by both
parts.
17. Collection Fees. The Distributor understands and agrees that he or she is responsible for any collection efforts that are necessary due to the action or inaction of the Distributor. Distributor agrees that commissions earned may be retained and applied to all outstanding balances as explained in clause eleven (11) above.
18. Severability. If under any binding law or applicable jurisdiction rule, any provision of this agreement is held invalid or unenforceable. Citrifolia shall have the right to modify the invalid or unenforceable provision, or any part thereof, to the extent that it is required to be valid and enforceable. The Distributor will be bound by any such modification, which will be effective only in the jurisdictions in which it is required.