Terms & Conditions

Distributor Agreement and Code of Ethics

1. The Distributor understands and agrees that he or she is an Independent Contractor, responsible for determining his or her own business activities and not as an Agent, Employee, Legal Representative, Licensee or Franchisee of the Alivamax Worldwide, the Company. The Distributor will not represent in any manner that he or she is an Agent or Employee or Legal Representative or Licensee of the Company. Any Representative of the Distributor signing the Distributorship Agreement affirms that he or she is authorized to enter into this Agreement on behalf of the Distributor.

2. The Distributor UNDERSTANDS THAT he or she SHALL NOT BE TREATED AS AN EMPLOYEE OF THE COMPANY FOR FEDERAL OR STATE INCOME TAX PURPOSES. The Company is NOT responsible for withholding, and shall not withhold or deduct from any Commissions, if any, FICA or Taxes of any kind unless such withholding becomes legally required. The Distributor is responsible for the payment of all Federal and State Income Taxes and any other Tax required under any Federal, State or Regulatory or Taxing Agency, including any Taxes to be paid by, and to, his or her Employees, Agents, Consultants, Independent Contractors, Distributors and/or Members.

3. The Distributor is responsible to pay all applicable Sales Tax when and where applicable. The Distributor will remit applicable Sales Tax with each order where applicable unless the Distributor has on file with the Company a copy of his or her Tax Re-sale Number in the State of Incorporation, AND will insure that any of his or her Independent Contractors, Distributors and/or Members remit applicable Sales Tax with each order where applicable unless the Independent Contractors, Distributors or Members have on file with the Company a copy of their Tax Re-sale Numbers from the States of their Residency.

4. The Distributor understands that he or she will become an Independent Distributor upon acceptance of the Terms and Conditions and upon receipt of the signed Distributor Agreement, by the Company at its home office in Salt Lake City, Utah, and shall have the right to sell Products and Services offered by Alivamax Worldwide, Inc. in accordance with Company Marketing Programs and Policies and have the right to receive Commissions for the enrollment of Customers by and through its own Distributors. This Distributorship shall not be in effect or binding on any party until the acceptance of the Terms and Conditions of this Agreement and the receipt of the signed Distributor Agreement is received and accepted by the Company at its home offices in Salt Lake City, Utah.

5. By entering a Social Security Number or Federal Tax Identification Number or other Government Identification Number, as part of this Agreement, the Distributor certifies that this number is the correct Taxpayer Identification Number and that the Distributor has not been a Distributor, Partner, Shareholder or Principal of the Company or any entity having a Company Distributorship within the past six (6) months. There can only be one Distributorship per Social Security Number or per Federal Tax Identification Number and no more than three Distributorships per individual address. The Distributor understands that any intentional misrepresentation of any information provided to the Company as part of this Agreement may result in legal action by the Company, including termination of the Distributorship.

6. There is no personal Product purchase requirement to become a Distributor.

7. The Distributor understands that the acceptance of the Terms and Conditions of this Agreement does not constitute the sale of a Franchise or of a Distributorship and is not a License, and no exclusive territories have been granted to anyone, and that no Franchise or Licensing Fees have been paid, nor has the Distributor acquired any interest in a security by the acceptance of the Terms and Conditions of this Agreement.

8. The Distributor is not authorized to, and will not, incur any debt, expense, obligation, or open any checking account on behalf of, or in the name of, the Company.

9. The Distributor understands that it shall control the manner and means by which he or she operates his or her Distributorship, subject to complete and total compliance with the Terms and Conditions of this Agreement, the Company’s Policies and Procedures, and the Company’s Marketing and Compensation Plan (all of which are collectively incorporated in the ” Distributor Agreement”).

10. The Distributor agrees that he or she will be solely responsible for paying all expenses incurred by him or her, including but not limited to, travel, food, lodging, secretarial, office, long distance and other expenses, as well as, all expenses related to the functioning of his or her Business as it relates to his or her own Employees, Agents, Independent Contractors.

11. The Distributor understands that as a Distributor he or she is not guaranteed any income, nor assured of any profits or success. The Distributor understands that any financial reward will be based on his or her own ability, personal effort and initiative and that of the Distributors he or she recruits into his or her Organization. In this connection, the Distributor shall not guarantee or represent, directly or indirectly, that any person may or will earn any compensation or commissions in any stated amount or will earn any income, nor that any or all of the Distributors he or she recruits will succeed.

12. The Distributor understands that all compensation is generated in accordance with the Company’s Compensation Plan, which is based upon Retail Product Sales to the ultimate Consumer. No Distributor, or any individual Distributors recruited by him or her into his or her Organization will receive any compensation whatsoever for the act of sponsoring or recruiting other Distributors into the Company.

13. To the extent permitted by law, the Company shall not be liable for, and Distributor hereby releases the Company from, and waives all claims for, any loss of profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by Distributor or any of the Distributors recruited by the Distributor as a result of (i) the breach of the Terms and Conditions of this Agreement, or the Policies and Procedures of the Company by the Distributor , or (ii) any incorrect or wrong data or information provided by the Distributor, or (iii) the failure to provide any information or data necessary for the Company to operate its business, including without limitation, the enrollment and acceptance of a Distributor into the plan or the payment of Commissions.

14. The Distributor shall indemnify and hold harmless the Company, its Affiliates, Subsidiaries, Shareholders, Officers and Directors, Employees and Agents from any claim, damage, liability or expense (including attorney fees and court costs) asserted or suffered by any of them as a result of (i) the Distributor’s breach of the Terms and Conditions of this Agreement, or the Policies and Procedures of the Company, (ii) the Distributor’s business practices (iii) the Distributor’s failure to comply with any applicable Federal, State, Local or Foreign Law or Regulation, (iv) the promotion or operation of the Distributorship and any activities related to it (e.g., the presentation of the Company’s Products or Compensation and Marketing Plan, the lease of meeting or training facilities, etc.)

15. The Distributor may not assign any rights or delegate any duties under the Terms and Conditions of this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld. Any attempt to transfer or assign the Terms and Conditions of the Distributor Agreement, without the expressed written consent of the Company renders the Distributor Agreement voidable at the option of the Company and may result in termination of the Agreement and the Distributorship. The Distributorship can be inherited or bequeathed, but cannot be transferred or assigned during a Distributor’s lifetime without written consent of the Company, which consent shall not be unreasonably withheld.

16. A Distributor may not use the Company’s Trade Name(s), Logos, Copyrighted Material, Trademarks or Service Marks except in materials provided by the Company nor act as a spokesperson for the Company or its Products, in any way to any Media Outlet or Publication. A Distributor may not own or use an Internet Domain Name that is like or similar to the Company or Product names or Domain Names. Any Distributor that owns or uses such a Domain Name or Web Site must surrender ownership of the Domain Name to the Company and discontinue the Web Site. Furthermore, only literature or materials produced, designed, published and provided by the Company, or otherwise authorized in writing by the Company, may be used by the Distributor. ANY USE OF UNAUTHORIZED SALES OR MARKETING OR ADVERTISING LITERATURE IS STRICTLY PROHIBITED AND IS GROUNDS FOR TERMINATION. FURTHERMORE, ANY UNAUTHORIZED ADVERTISING OF THE COMPANY’S PRODUCTS OR THE MARKETING PLAN IN ANY FORM, BE IT PRINT OR ELECTRONIC (INCLUDING, BUT NOT LIMITED TO, THE INTERNET, TELEMARKETING, RADIO, TELEVISION OR BULK MAILINGS) IS STRICTLY PROHIBITED AND IS GROUNDS FOR IMMEDIATE TERMINATION. THE DISTRIBUTOR UNDERSTANDS THAT UNAUTHORIZED USE OR DUPLICATION OF TRADEMARKS OR COPYRIGHTED MATERIALS IS A VIOLATION OF FEDERAL LAW.

17. In presenting the Company’s Products and/or the Compensation Plan to Customers or Distributor Prospects, the Distributor agrees that such presentations shall be presented according to the format, language and materials provided by the Company, and the Distributor will be terminated if the Distributor fails to do so. In each presentation of the Compensation Plan, the Distributor Prospect shall be directly informed that no initial Product purchase is required to become a Distributor.

18. The Distributor agrees to sell the majority in dollar cost (over 70%) of all Personal Wholesale Product orders to Non-Distributor Consumers prior to reordering Product. Retail Sales Records shall be maintained and subject to review and verification upon Company request.

19. Commissions are payable to the Distributor according to the Company Compensation Plan, which is incorporated herein by reference.

20. Refunds and/or cancellations of sales by Customers shall reduce the accumulated sales volume for all upline Distributors in the Compensation Plan credited for any such refunded or cancelled sale, including the Distributor. If a Customer of a Distributor requests and receives a refund after commissions from that sale have been paid by the Company to the Distributor, the Company will debit the Distributor’s future Commissions for the amount of the refund.

21. Any and all Distributor and Customer Lists and Names are owned by Company and may never be used for any commercial purpose without prior written consent of Company.

22. ABSOLUTELY NO CHANGE OF SPONSOR OR ORIGINAL DISTRIBUTOR PLACEMENT WILL BE ALLOWED FOLLOWING AN ON-LINE SIGN-UP OR RECEIPT OF APPLICATION AND/OR ORDER AT COMPANY OFFICES.

23. During the Term of this Agreement and for One (1) Years thereafter, neither the Distributor nor any of his or her employees, agents or affiliates, will directly or indirectly solicit nor Sponsor Distributors or Customers of the Company any Distributor they did NOT PERSONALL REFER to the Company, for his or her own other Business or for any other Network Marketing Company or Organization. In addition, the Distributor may not participate in any action that causes another Distributor to be sponsored through someone else into his or her own Business or into another Network Marketing Company.

24. During the Term of this Agreement, the Distributor shall not, directly or indirectly, offer to sell like or similar Products and Services of those offered from time to time by the Company, nor shall the Distributor participate as a Distributor in any other Business or Network Marketing Company that has like or similar Products. The marketing or promotion of other like or similar Business and/or Network Marketing Opportunities and/or Products and Services in connection with any other Company is strictly prohibited.

25. Periodically, the Company may supply information to the Distributor in the form of data, genealogies, reports, and other material, as well as, information concerning the Product purchases of, and recruitment of new Distributors by, the Distributor’s own Organization Members. Such information is proprietary and confidential to the Company and is transmitted to the Distributor in strictest confidence. The Distributor agrees to keep any and all such information, including but not limited to, Customer Information, Financial Information or Information regarding the Company’s Distributors, confidential, and not to disclose such information to any third party directly or indirectly, nor use the same to compete with the Company directly or indirectly, nor use the same to adversely effect the Company or benefit any other Direct Sales Company.

26. The Distributor understands that it is responsible for supervising and supporting the efforts of his or her own Distributors and the Members of his or her Organization. The Distributor agrees to maintain monthly communication and support to those Distributors and Members by way of the following, or combination thereof: personal contact, telephone communication, written, fax or email communication.

27. The Distributor will receive a Distributor Retail Web site for Product sales and to share the Opportunity with other prospective Distributors. The Web site may also include online presentations and advertising banners for Internet marketing, as well as, traditional marketing materials, including flyers, etc., which can be printed from a computer; shipment of ordered Sales Aids and Products will be made within five days of receipt of order and clearance of funds, subject to availability of items ordered.

28. Payment terms for all Distributor purchases are to be made by check, money order or credit card with the order. No credit purchases or C.O.D.’s are available. Commissions are payable to Distributors according to the Alivamax Worldwide Distributor Compensation Plan, which is incorporated herein by reference.

29. The Company Refund policy shall be as follows: Distributors may return unused Wholesale Products and Sales Aids in reusable and resalable condition at any time within 15 days of purchase and receive 100% refund. Shipping and Handling costs for returned items shall be born by Distributor unless otherwise stated. Refund payment will be made within 30 days of actual receipt of returned items. Deposits are refundable upon written request within 60-days of termination of any Distributorship. Request for a refund may cancel a Distributor Agreement at the option of the Company. The Company will honor refund policies provided by any State or Federal or Foreign Law applicable to that Distributor’s refunds.

30. In order to maintain a viable Marketing Program and to comply with changes in Federal, State or Local Laws or Foreign Laws or Economic Conditions, the Company may amend the Terms and Conditions of this Agreement, its Policies and Procedures and its Rules and Regulations for Distributors from time to time, as well as, modify its Distributor Compensation Program. To maintain the viability of the Company, the Company, may at certain times, place a ceiling on the total Commission to be paid to the Distributor force. The Company reserves the right to adjust Commission Payments, if necessary, to comply with this provision. Such Policies and Procedures and Rules and Regulations and Compensation Plan modifications, and all changes thereto, shall, upon notice to Distributor, become a binding part of the Terms and Conditions of this Agreement.

31. The Company may modify the Terms and Conditions of this Agreement and such modifications shall be binding upon the Distributor upon notice thereof to the Distributor by Email, Newsletter, Special Mailing or other Notice method directed to the last known address of Distributor.

32. The Distributor understands that no Attorney General or other Regulatory Authority ever reviews, endorses or approves any Product, Compensation Program or Company and that it will make no such claim to others.

33. The Distributor understands for purposes of this Agreement and for all correspondence between the Company and the Distributor, the respective locations of the Company and the Distributor as shown on this Agreement shall be deemed to be the correct locations until such time as written notification of a change in location is provided by the respective parties to this Agreement.

34. The Distributor will not make false or misleading statements about the Company or Company Products or Services or the Company’s Compensation Plan. Any display of Commission Checks and/or the presentation of income projections in any form to prospective Distributors are prohibited.

35. The Company’s business relationships with its suppliers and manufacturers are confidential. Unless otherwise authorized by the Company, a Distributor may not, directly or indirectly, contact, speak to or communicate with, any representative of any of the Company’s suppliers or manufacturers.

36. The Distributor understands that the Company may, and intends to, at its sole discretion, terminate the Distributor’s status if it violates any of these Terms or Conditions.

37. The Term of this Agreement is one year and renews automatically each year unless terminated by the Distributor or the Company.

38. If any provision of the Terms and Conditions of this Agreement is held to be invalid, all other provisions shall remain valid.

39. The Distributor understands that the Terms and Conditions included in this “Distributor Agreement” and the Exhibits attached hereto, if any, and the Compensation Plan, incorporated herein by reference, constitute the entire Agreement between the parties, and no other uses, representations, guarantees or agreements of any kind shall be valid unless in writing.

40. The Terms and Conditions of this Agreement shall be governed by the laws of the State of Utah and shall be binding upon the heirs, successors and assigns of the Company and Distributor. In the event a dispute shall arise between Distributor and the Company as to their respective rights, duties, and obligations under this Agreement, or in the event of a claim or breach of this Agreement, the Company and the Distributor agree that such disputes shall be exclusively resolved pursuant to binding arbitration under the Commercial Rules of the American Arbitration Association with arbitration to occur at Salt Lake City, Utah. The arbitrator may award, in addition to declaratory relief, preliminary or permanent injunctive relief, compensatory damages, and shall award reasonable costs and attorneys’ fees to the prevailing party. Awards of attorneys’ fees and/or costs shall continue through any arbitration appeal or enforcement proceeding. The decision of the arbitrator shall be final and shall be entitled to enforcement in any court of competent jurisdiction. This provision shall not be construed so as to prohibit either party from obtaining preliminary or permanent injunctive relief in any court of competent jurisdiction. This provision shall survive the termination or expiration of the Distributor Agreement of which these Terms and Conditions are a part.

Distributor Code of Conduct

As an Independent Distributor of Alivamax Worldwide, I hereby promise and agree that:

1. I will be honest and forthright in all my transactions while acting as an Independent Distributor of Alivamax Worldwide, and will perform all activities in a manner that will enhance my reputation and the reputation of Alivamax Worldwide, Inc.

2. I will not engage in any illegal or deceptive practice.

3. I will respect the time and privacy of everyone I contact to become retail Customers or Independent Distributors of Alivamax Worldwide, Inc. I will be courteous and respectful to everyone contacted in the course of my Alivamax Worldwide business. I recognize Alivamax Worldwide’s officers have strong personal convictions regarding the ethical conduct of all Alivamax Worldwide Independent Distributors.

4. I will fulfill my leadership responsibilities as a Sponsor, including training and providing support to the Independent Distributors in my organization. I will provide ongoing support to my organization, acknowledging that the people I Sponsor will have an increased opportunity for success in Alivamax Worldwide when they receive ongoing training and support.

5. I will make no income claims or representations regarding the Alivamax Worldwide literature. I acknowledge that an Alivamax Worldwide Independent Distributor’s success depends on many variables, such as amount of time and effort committed to his or her business and his or her organizational ability.

6. I will not make claims for Alivamax Worldwide Products, services or its income opportunity except as published on the official Alivamax Worldwide literature. I will remember that even my personal experience of benefits received from Alivamax Worldwide Products, services or its income opportunity may be interpreted as Alivamax Worldwide claims if I use those experiences as a sales device.

7. I will always honor Alivamax Worldwide’s 100 percent satisfaction guarantee when dealing with my retail Customers.

8. I understand and agree that I am solely responsible for all financial and legal obligations incurred by me in the course of my business as an Independent Distributor of Alivamax Worldwide Products and services, including self-employment taxes, income taxes, sales taxes, license fees, insurance, etc. I understand that I am an Independent contractor for all national, federal, state, provincial and county tax purposes.

9. I will compete aggressively but fairly, and I will respect the participants of other network marketing opportunities. I will not solicit from the Independent Distributor lists or Customer lists of other Network Marketing Companies, nor focus sales or recruiting efforts solely on the Customers or Independent Distributors of any one other Company. I will not use sales materials that are regarded as proprietary by other companies.

Alivamax Worldwide
1844 South 3850 West
Salt Lake City, Utah 84104
support@alivamax.com

Phone Number: +1.801.438.9542
FAX: +1.510.288.0459