Terms and Conditions

Section 4 Ordering Company Products

• Inventory. As the Company imposes no specific minimum inventory requirement on its Customers, Members, or Affiliates, a Customer, Member, or Affiliate must use its own judgment to determine the amount of inventory it will need to sustain its projected personal use.
• Ordering. Products can be ordered by Internet. Unless otherwise arranged, all membership payments and product purchases will be done from the company website.
• Back Orders. If the Company is temporarily out of stock on ordered Product, a Customer, Member, or Affiliate will receive a “back order” notice with his or her shipment. Back orders are filled first as new inventory arrives. Volume on back orders is credited to the month in which payment for the original order was received by the Company.
• Autoship Program.

  1. A Customer, Member, or Affiliate may choose to participate in the Autoship Program if available on the website. When instituting Autoship program at the time of enrollment, the Customer, Member, or Affiliate Agreement serves as confirmation for the setup.

  2. An Autoship account will be charged at a set time during the month, and the Product will be shipped at a set time thereafter. The Customer, Member, or Affiliate may obtain tracking numbers from the Company after the Product is shipped for countries where tracking numbers are available.

  3. The scheduled dates for Autoship processing, account charges, shipping or account changes may be selected in the Autoship section of the Order Product page on the website.

  4. There is no limit as to how many Autoship orders a Customer, Member, or Affiliate may have set up or how many bottles of product are included in each Autoship order. All Autoship orders will be shipped to the Shipping Address in the Personal Info section of the website. If an Autoship order fails for billing reasons, the company will attempt to bill the payment method on file for each of the next 10 days until the order goes through.

  5. To change or terminate one’s Autoship order, the Customer, Member, or Affiliate may either select it on their Autoship page of the Product Order section of the website, or contact customer support. Autoship orders may be cancelled at any time prior to the order being billed.

• H. Sales Tax, GST, VAT.

  1. Sales tax is collected on the Product’s suggested retail price and is calculated using the applicable rates for the location to where the product is shipped. The Company will collect and remit sales tax to the proper taxing authority. In those jurisdictions where a Customer, Member, or Affiliate may and has registered as a withholding agent through a local sales tax agency and submitted a “Sales and Use Tax Exemption Certificate” or equivalent document to the Company, the collection of sales tax will be the responsibility of the Customer, Member, or Affiliate. It is the responsibility of the Customer, Member, or Affiliate to provide an updated copy of its certification for exemption from sales tax each year.

• In all other jurisdictions, GST, VAT, or other applicable transaction tax is based on the purchase price. The Company will provide its GST or VAT number and proper invoicing, which may include electronic invoicing, where permitted by law. The Company does not include GST or VAT in commission payments. Customers, Members, or Affiliates who are GST or VAT registered and are required to collect and remit GST or VAT on their services may send a valid GST or VAT invoice to the Company to charge them for GST or VAT on commission income. Returns, Refunds, and Exchanges. The Company will refund the purchase price of Product or exchange it pursuant to the following.

  1. If the Customer, Member, or Affiliate (and/or his or her Customer who ordered directly from the Company) is not completely satisfied with the First Product Purchase, he or she may send to the Company the unused portion of the First Product Purchase within thirty (30) days of the original purchase date and the Company will refund 100% of the purchase price (less shipping and handling). If the First Product Purchase is returned after the thirty (30) day period, no refund will be given.

  2. Any Commissions paid to the Customer, Member, or Affiliate and his or her Upline for the Product returned by the Customer, Member, or Affiliate or Customer will be deducted from the respective Upline Customers, Members, or Affiliates’ accounts or withheld from present or future Commission payments. A Customer, Member, or Affiliate agrees that he or she will not rely on existing Downline Organization Volume at the close of a Commissions period, as returns may cause changes to his or her Title, Rank and/or Commissions payout.

  3. All shipping or courier costs for the return of Product will be borne solely by the Customer, Member, or Affiliate unless otherwise prohibited by law. Any damage or loss that occurs to returned Product during shipping will be the responsibility of the Customer, Member, or Affiliate.

  4. The Company will exchange Product if the Product is damaged in shipment, incorrectly sent due to a Company error, or of substandard quality. However, when an exchange is not feasible, the Company will refund the amount of the returned Product. If Product is damaged or defective, a Customer, Member, or Affiliate should contact the Company within ten (10) days of receipt of the order.

Section 5 Marketing the Product and Opportunity

• Use of Sales Tools. A Customer, Member, or Affiliate may use only Sales Tools approved by the Company for an Authorized Country. The Customer, Member, or Affiliate agrees that if it uses a fulfillment house or other third party to sell or distribute Sales Tools, the Customer, Member, or Affiliate will enter into a non-disclosure agreement (to be provided by the Company) with the fulfillment house or third party to ensure that all Customer, Member, or Affiliate and Customer information is protected from disclosure and remains the sole property of the Company.
• Approval of Sales Tools. A Customer, Member, or Affiliate must submit all Sales Tools to the Company for approval prior to use. The Company has complete discretion whether to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of three (3) weeks to complete. To comply with changing laws and regulations, the Company may rescind its prior approval of a Sales Tool, and may require the Customer, Member, or Affiliate to remove from the market at its own cost and obligation a previously approved Sales Tool. If approved, the Company will issue an email to the Customer, Member, or Affiliate confirming approval of said Sales Tools.
• Product Claims. The only claims and representations Customers, Members, or Affiliates may make regarding Products are those found in the literature distributed by the Company. Any thirdparty material used for Customer, Member, or Affiliate Business must comply with all federal and local laws and regulations. A Customer, Member, or Affiliate may not make any express or implied health or medical claims of any kind relating to any Product except for those claims, if any, that are published in Company literature approved for the country in which the claims are presented. Under no circumstances may a Customer, Member, or Affiliate prescribe any Product as suitable for a particular ailment. No claims may be made as to therapeutic or curative properties of any Product offered by the Company.
• No Altering. Customers, Members, or Affiliates shall not re-label, alter or repackage any Products.
• No Endorsement Claims. No Customer, Member, or Affiliate may imply that the promotion, operation, or organization of the Company has been approved, sanctioned, or endorsed by any governmental regulatory authority unless noted on company website.
• Income Claims Prohibition. A Customer, Member, or Affiliate is prohibited from making false, misleading, or unrepresentative claims regarding earning potential. If a Customer, Member, or Affiliate does make an income claim, it must be based on actual earnings and the Company's current Annual Average Income Disclosure, posted on the Company’s website, must be presented concurrent with the income claim.
• Use of Trademarks and Copyrights.

1. The Company may license the use of its trademarks to Customers, Members, or Affiliates, subject to the limitations herein and subject to the limitations in any licensing agreement. A licensing agreement may be obtained by emailing customer support.

2. Customers, Members, or Affiliates may not use any of the Company’s current or after acquired trademarks or any confusingly similar variations of its marks, in a manner that is likely to cause confusion, mistake, or deception as to the source of the Products or services advertised.

3. Except as indicated herein, a Customer, Member, or Affiliate may not use the Company’s trademarks or any confusingly similar variation of its trademarks of any other business , etc.), in a business name, e-mail address, Internet domain name or sub-domain name, URL, telephone number, or in any other address or title. A Customer, Member, or Affiliate may use the Company’s trademarks in a URL, Internet domain or subdomain name provided that the Customer, Member, or Affiliate has entered into a licensing agreement for a Company Licensed Website. The Customer, Member, or Affiliate agrees to comply with the terms of such licensing agreement and hereby acknowledges that the Company owns, and shall continue to own, all rights in and to the Company’s trademarks in such URL, Internet domain or sub-domain name and that the Company has the right to revoke such use of the Company’s trademarks for any reason and at any time. The Customer, Member, or Affiliate further agrees that the Company has the right to acquire such URL at any time by paying the nominal registration fee to the Customer, Member, or Affiliate and Customer, Member, or Affiliate agrees to transfer such URL to the Company and take any other necessary steps requested by the Company to effectuate such transfer.

4. The Customer, Member, or Affiliate agrees to immediately re-assign to the Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive the termination of the Contract.

5. Customers, Members, or Affiliates may not use the Company’s trademarks on nonapproved Sales Tools.

6. The Company, in its sole discretion, will determine whether a variation of its trademark is confusingly similar.

7. Customers, Members, or Affiliates shall not use the Company’s marks in countries where the use of such marks is prohibited.

8. A Customer, Member, or Affiliate must not use the name, logos, trademarks or other references to the Company’s business or manufacturing partners in any Sales Tool, correspondence, or any form of advertising.

9. The Company’s literature and media are copyrighted by the Company and may not be duplicated.

• Use of “Independent Customer, Member, or Affiliate” in Advertising. If a Customer, Member, or Affiliate selects a business title, the title must clearly state that the Customer, Member, or Affiliate is a “showmobud Independent Customer, Member, or Affiliate.” A Customer, Member, or Affiliate’s title may not imply that the Customer, Member, or Affiliate is an employee or agent of the Company. Each time the Company’s logo or name is used in writing and in relation to the Customer, Member, or Affiliate, the Customer, Member, or Affiliate must identify itself as a “showmobud Independent Customer, Member, or Affiliate.”

• Methods of Advertising. Customers, Members, or Affiliates may advertise using the following means:

  1. Newspaper: A Customer, Member, or Affiliate may place a generic business opportunity advertisement in the classified section of a local newspaper, provided the advertisement conforms to all applicable laws and regulations.

  2. Phone Directory: Any Customer, Member, or Affiliate may place a text listing of its name in the white or yellow pages of a telephone directory followed by “showmobud Independent Customer, Member, or Affiliate.” Graphical and display ads in telephone directories are prohibited.

  3. Electronic Mail Advertisements: All advertisements sent via e-mail, telephone, or facsimile must comply with all anti-spamming laws for the state or country where the intended recipient resides. The Customer, Member, or Affiliate is under obligation to research and comply with all laws concerning unsolicited commercial e-mail.

  4. Television and Radio: Television and radio advertising requires prior written approval from the Company. Requests should be submitted through customer support.

  5. Celebrity Endorsement: A Customer, Member, or Affiliate may use a celebrity endorsement with written approval from the Company and the specific, prior, written approval of the endorsing celebrity for each use of the celebrity's name.

  6. Fairs, Swap Meets, Etc.: A Customer, Member, or Affiliate may sell or promote Products at bazaars, flea markets, fairs, swap meets, tradeshows or other similar gatherings only at a price of no less than the Customer, Member, or Affiliate price of the products listed on the website.

  7. Internet Auction Sites: A Customer, Member, or Affiliate may sell or facilitate the sale of Product on Internet websites where an auction is the mode of selling or buying (e.g., eBay), so long as the product has a minimum reserve selling price of no less than the Customer, Member, or Affiliate price of the product on the website. A Customer, Member, or Affiliate may not use a third party to place Product on auction websites or sell Product to a third party if the Customer, Member, or Affiliate knows, or has reason to know, that such Product will be sold on auction websites for less than the Customer, Member, or Affiliate price of the product. The provisions of this Section survive the termination of the Contract.

• Advertising at Company Sponsored Events. At Company-sponsored events, Customers, Members, or Affiliates may not, unless specifically authorized in writing by the Company, advertise, sell, or promote non-Company products or services, including, but not limited to: (i) the promotion of non-Company events, systems or materials, (ii) organized person to person solicitations, (iii) distribution of flyers, DVDs or other materials, or (iv) the use of any other form of promotion deemed inappropriate by the Company.

• Internet Advertising. Subject to the provisions herein, Customers, Members, or Affiliates may use only a Company Licensed Website to promote Products or the business opportunity over the Internet. Promoting Products or the business opportunity through an unlicensed Internet website is strictly prohibited. Customers, Members, or Affiliates that wish to operate a Company Licensed Website must meet the following criteria:

  1. A Customer, Member, or Affiliate may not enter into a website licensing agreement until it has completed a website training course given by the Company.

  2. All licensed websites must first be reviewed and approved by the Company as Sales Tools. Licensed websites must be Company-specific and may not advertise, promote, or link to any other product or opportunity

  3. Customers, Members, or Affiliates may not use any key words or meta tags to advertise any licensed website on the Internet if the search words or meta tags explicitly or implicitly present illegal or unsubstantiated health or income claims.

  4. The Company may revoke the license for any previously approved website at any time and for any reason, including changes to federal and local laws and regulations.

  5. Customers, Members, or Affiliates may promote the business opportunity and Products on social networking sites such as “Facebook” and “Twitter;” video sites such as “YouTube” and “Google Video;” and blogging sites such as “Wordpress” and “Blogger” (collectively “Social Media Sites”), provided the following conditions are met:

  • All text, audio and video postings do not contain Product or income claims. For Product information, Customers, Members, or Affiliates may refer viewers to their showmobud replicated website, the Company website, or a Company Licensed Website;
  • Videos posted to Social Media Sites must show the text “showmobud Independent Customer, Member, or Affiliate” for the entirety of the video;
  • The Company may monitor the Social Media Sites for compliance with the Contract and Customer, Member, or Affiliate agrees to immediately remove or modify the Social Media Sites upon the Company’s request to comply with the Contract.
• Advertising and Selling Price of Products on the Internet. Customer, Member, or Affiliate acknowledges and agrees that the advertising and selling of all Products on the Internet may only be done on a Company Licensed Website and the advertising and selling price of all Products on such website (i) if sold to an Applicant, must not be lower than the Customer, Member, or Affiliate price of the Products plus reasonable shipping and the amount the Company charges for taxes, handling. In connection with this Section, the Customer, Member, or Affiliate also agrees that all advertising regarding the price of Products will be truthful and will not contain misleading statements (e.g. "lowest price available" which infers that a Customer, Member, or Affiliate is able to sell the Products at a price lower than other Customers, Members, or Affiliates, etc.). Customer, Member, or Affiliate acknowledges and agrees that he or she shall not advertise or sell any Products on the Internet which were purchased from another Customer, Member, or Affiliate. Any violation of this Section by a Customer, Member, or Affiliate shall constitute a breach of the Contract and will be subject to termination of Customers, Members, or Affiliateship.

• Mass Communications. For purposes of this Section, “Mass Communications” are defined as communications intended to reach twenty (20) or more Customers, Members, or Affiliates in the sender’s Downline Organization or at least three Customers, Members, or Affiliates who are crossline, within a seven (7) day period. The following rules apply to all Mass Communications issued by a Customer, Member, or Affiliate:

  1. Customers, Members, or Affiliates targeted to receive the Mass Communications must have knowingly “opted in” to hear or receive the Mass Communication

  • through registration (if the Mass Communication will be received at an event or webinar); and/or
  • through an affirmative request if the Mass Communication is delivered through an email or on a website.

  2. If by e-mail, there must be an “opt out” feature prominently displayed in the Mass Communication.

  3. The Mass Communication must comply with the terms of this Section.

  4. The following disclaimer shall be prominently positioned in all Mass Communications that promote any particular building method:

  There are many methods and techniques used successfully for building your showmobud business. The building method promoted [in/at] this [website/webinar/email/ meeting/] may be different from that which is taught by your upline. Please consult with your upline if they have taught you a different building method or if you have any questions.

  5. Customer, Member, or Affiliate acknowledges that allowing the Customer, Member, or Affiliate to create databases of Customer, Member, or Affiliate information for Mass Communications, the sale of tools, and for any other purposes constitutes the use of Company Confidential Information, which information is the Company’s trade secrets, and such use can be a substantial financial benefit to the Customer, Member, or Affiliate. Customer, Member, or Affiliate acknowledges that he or she is subject to the CrossCompany Recruiting obligations set forth in this agreement and shall survive the termination of the Contract.

• Lead Distribution. Persons who are outside the Company network often make inquiries to the Company about its Products. If the Company is able to determine that the inquiring Person received the information from a specific Customer, Member, or Affiliate or that there is a particular Customer, Member, or Affiliate that the Person is acquainted with, every attempt will be made to refer the Person to that Customer, Member, or Affiliate. If an association with a particular Customer, Member, or Affiliate cannot be determined, final judgment with respect to the positioning of leads remains the right of the Company.

• Public Relations Matters. The Company encourages Customers, Members, or Affiliates to use personal media coverage to expand and build their business; however, certain situations require the Customer, Member, or Affiliate to contact the Company. These would include:

  1. instances where the story or medium has national potential;

  2. cases where the story calls for a wider Company/Product perspective; and/or

  3. when the Customer, Member, or Affiliate is questioned about Company sales figures and/or business strategies.

• Retail or Service Establishments: A Customer, Member, or Affiliate may sell Products or promote the business opportunity through Retail or Service Establishments as long as i) The display of Independent Customer, Member, or Affiliate information within the premises of a Retail or Service Establishment is clearly indicated, and ii) the product is not sold for an amount less than the Customer, Member, or Affiliate price of the product as shown on the website.

Section 6 Breach of Contract Procedures

• Conditional Obligations. The Company’s obligations to a Customer, Member, or Affiliate are conditioned upon the Customer, Member, or Affiliate’s faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if a Customer, Member, or Affiliate is in breach of the Contract and may elect any or all available remedies.

• Remedies. In the event of breach, the Company may elect to take no action or to exercise some or all contractual remedies and remedies at law or in equity, including, but not limited to:

  1. Notify the Customer, Member, or Affiliate either in writing or verbally of the breach and providing a notice to cure the breach;

  2. Require from the Customer, Member, or Affiliate additional assurances of future compliance;

  3. Withhold or deny recognition and attendant perks;

  4. Assess damages and withhold them from commission payments;

  5. Suspend Customer, Member, or Affiliate Rights temporarily or permanently;

  6. Seek injunctive relief;

  7. Terminate the Contract; and

  8. Seek damages and associated costs.

• Reporting Contract Breaches. If a Customer, Member, or Affiliate observes or is aware of another Customer, Member, or Affiliate’s violation of any term or condition of the Contract, the observing Customer, Member, or Affiliate shall submit a written complaint to the Company’s support department through email. Because of the difficulties of investigating and asserting appropriate remedies for stale claims, any complaint for breach of the terms and conditions of the Contract other than Cross- Company Recruiting must be brought to the Company’s attention for review within eighteen (18) months of the start of the alleged violation; Cross-Company Recruiting violations must be brought to the Company’s attention within six (6) months of the alleged violation. Failure to report a violation within that time period may result in the Company not pursuing the allegations in order to prevent the Customer, Member, or Affiliate Business from being disrupted due to stale claims. However, this policy does not waive the Company’s right to investigate and discipline Customers, Members, or Affiliates found guilty of the stale claims.
• Circumvention of the Contract. The Contract is designed to protect Customers, Members, or Affiliates and the Company from the adverse consequences of their violation. Customers, Members, or Affiliates who intentionally circumvent the Contract to accomplish indirectly what is prohibited directly will be disciplined as if the applicable policy or rule had been broken directly. In such circumstances, all of the available remedies as stated above will be available to the Company. The Contract is not intended to give a Customer, Member, or Affiliate the right to enforce the Contract against another Customer, Member, or Affiliate directly, or to take any legal action against another Customer, Member, or Affiliate.

Section 7 Termination

• Termination.

  1. A Customer, Member, or Affiliate may terminate the Contract by writing a request to support to terminate, by calling customer support, by written mail, or on the Personal Info page of the back office of the website.

  2. The Company may terminate the Contract if the Customer, Member, or Affiliate violates the terms of the Contract and any amendments thereto.

  3. Upon termination, the Company may in its sole discretion retain the Customers, Members, or Affiliateship or dissolve and remove it from the Compensation plan.

• Return of Confidential Information. A Customer, Member, or Affiliate must return all Confidential Information, including any information derived therefrom, over which he or she has direct or indirect control to the Company upon termination or upon demand of the Company. If any such Confidential Information cannot be returned because it is in electronic format, the Customer, Member, or Affiliate shall permanently delete and erase the Confidential Information upon termination or upon demand.
• Buyback. If a Customer, Member, or Affiliate is in breach, the Company reserves the right to stop or delay the buy-back process set forth in this Contract.

• Effects of Termination for Breach of Contract.

  1. A Customer, Member, or Affiliate whose Contract is terminated by the Company must wait six (6) months before applying for a new Customers, Members, or Affiliateship. During that time, the Customer, Member, or Affiliate can have no Beneficial Interest in any other Customers, Members, or Affiliateship.

  2. Upon termination of the Contract, all of the Customer, Member, or Affiliate’s rights in and to the Customers, Members, or Affiliateship and the Customer, Member, or Affiliate Business are revoked and terminated. In acknowledgement of the damages the Company has likely suffered and/or will suffer as a result of Customer, Member, or Affiliate's breach, including but not limited to, all or any of the following: (i) loss of good will and loss in the value of the Company’s confidential and proprietary information and trade secrets; (ii) loss of a portion of the value of the Company’s business; and (iii) loss of future profits; Customer, Member, or Affiliate consents that any unpaid Commissions may be forfeited to the Company to offset a portion of the damages.

  3. The Company may elect to reorganize the Downline Organization of a Customers, Members, or Affiliateship terminated for breach in a manner that serves the best interests of the Company, Downline Organization and Upline.

  4. Where the Company elects to terminate a Customers, Members, or Affiliateship in which there is more than one Beneficial Interest holder, the following may apply: a. the departing Beneficial Interest holder(s) must relinquish all rights to, and interests in, the Customers, Members, or Affiliateship; b. The Company may not divide or reassign any of the Downline Organization; and c. The Company may not split Commissions between the prior or current Beneficial Interest holders of the Customers, Members, or Affiliateship.

• Effects of Voluntary Termination by the Customer, Member, or Affiliate.

  1. The Contract can be voluntarily terminated by a Customer, Member, or Affiliate who is not in breach of the Contract for any reason, at any time, by providing written notice to the Company signed by all Person(s) listed on the Customer, Member, or Affiliate Agreement. The termination is effective on the date the Company receives the written notice. If a Customer, Member, or Affiliate is in breach of the Contract, he or she cannot voluntarily or unilaterally terminate the Contract

  2. Upon termination of the Contract, all of the Customer, Member, or Affiliate’s rights in and to the Customers, Members, or Affiliateship and the Customer, Member, or Affiliate Business are revoked and terminated.

  3. A Customer, Member, or Affiliate who voluntarily terminates Customers, Members, or Affiliateship and is not in breach of the Contract may rejoin under a new Customers, Members, or Affiliateship under the same or a new enroller at any time.

  4. A Customer, Member, or Affiliate may not terminate voluntarily if the Customers, Members, or Affiliateship is not in good standing with the Company, as may be evidenced by, but not limited to, any of the following conditions: (i) a temporary Customers, Members, or Affiliateship; (ii) a Customers, Members, or Affiliateship is on hold, suspension or probation; (iii) the Customers, Members, or Affiliateship is under investigation, but no formal discipline has taken place; or (iv) notice of intent to terminate has been sent.

Section 8 Miscellaneous

• Entire Agreement. The Contract contains the entire understanding concerning the subject matter hereof between the Company and the Customer, Member, or Affiliate, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect. If there is any discrepancy between verbal representations made to the Customer, Member, or Affiliate by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Contract will prevail.
• Headings. The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof.
• Modifications by the Company. The Company reserves the right to make any modifications to the Contract, provided that the modifications are communicated by the Company to the Customer, Member, or Affiliate at least thirty (30) days prior to taking effect. The Company may communicate these modifications by posting any portion of the modified Contract on the Company’s website, or by any other method of communication. The Customer, Member, or Affiliate is deemed to have accepted the modification to the Contract if the Customer, Member, or Affiliate engages in any Customer, Member, or Affiliate Business, renews its Customers, Members, or Affiliateship, or accepts Commissions after the thirty (30) day period is ended.
• Warranties. The Company extends no product warranties, either expressed or implied, beyond those specifically articulated in the Contract. The Company disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret arising from the Customer, Member, or Affiliate’s operations. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
• Waiver. Any waiver by the Company of a Customer, Member, or Affiliate’s breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Customer, Member, or Affiliate. The failure by the Company to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege.
• Severability. If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction. Furthermore, any provision found unenforceable may be partly enforced to the maximum extent enforceable under the law.
• Force Majeure. Customer, Member, or Affiliate acknowledges that the Company is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of the Company.
• Governing Law, Arbitration Injunctive Relief. The State of Florida is the place of the origin of this Contract and is where the Company accepted the offer of the Applicant to become a Customer, Member, or Affiliate and where the Customer, Member, or Affiliate entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of Florida (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Customers, Members, or Affiliates shall be resolved by mandatory, final, binding, nonappealable arbitration in Jupiter, Florida, United States of America.
• Attorneys Fees. If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.
• Successors and Assigns. The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto.
• Limitation of Liability. To the extent permitted by law, the Company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Customer, Member, or Affiliate releases Company and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Customers, Members, or Affiliates as a result of: (i) Customer, Member, or Affiliate’s breach of the Contract, (ii) the promotion or operation of the Customers, Members, or Affiliateship and the Customers, Members, or Affiliateship Business; (iii) Customer, Member, or Affiliate’s incorrect or wrong data or information provided to the Company or its Responsible Parties; or (iv) the Customer, Member, or Affiliate’s failure to provide any information or data necessary for the Company to operate its business. EACH CUSTOMER, MEMBER, OR AFFILIATE AGREES THAT THE ENTIRE LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR ANY CLAIM WHATSOEVER RELATED TO THE CONTRACT, 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 THE CUSTOMER, MEMBER, OR AFFILIATE HAS