Between SmartActors, LLC - (SA) and Independent Rep (IR) indentified on Application/Enrollment Form
Relating to SmartRep purchase of products for resale to consumers on direct sales basis, on the following terms:
1. I am of legal age in my state of residency and/or I am the age of 15 or older and have parental consent to be a SmartRep under the supervision of parent(s) or guardian. I understand that as a SmartActors, LLC Independent Rep that I may cancel this agreement at any time regardless of reason by written or electronic email notice to SA. I also understand that my acceptance as an IR is not automatic, but is subject to the receipt and acceptance of my Distributor Application by SA at its Home Office in Las Vegas, Nevada. (Any applicants under the state legal age must submit a signed Legal Guardian Authorization form no later than 7 business days following enrollment.)
2. I agree that I am an Independent Contractor/SmartRep™, responsible for determining my own business activities without control or direction from SA. I am not an agent, employee or legal representative of SA and I am responsible for the payment of all federal and state self-employment taxes, and other taxes required by any federal, state, or local taxing agency.
3. I agree that as an IR I will place primary emphasis upon the sale of SA products to non-IR consumers and that I will sell over one half in dollar purchase cost of my wholesale product purchases from SA to non-IR consumers as a condition of my right to receive commissions. I will retain and maintain accurate records of my product sales. My ordering of additional wholesale products from SA constitutes my certification to SA that I have complied with the foregoing requirement by selling or distributing over one half in dollar volume of my prior wholesale product orders to non-IR’s prior to making each of my wholesale purchases from SA. Permissible wholesale product purchases from SA shall be automatically modified to comply with the exemption requirements set forth in any state’s law regulating business opportunities.
4. I will not make any misleading or false or disparaging statements about SA, SA products, the SA IR opportunity, and SA employees, members, customers and other Independent Representatives.
5. I will not use the SA name, or the SA trade names, logos, sales materials, trademarks, company literature, or any web-site content, except in materials provided by SA or approved in writing by SA prior to their use by me. I understand that unauthorized use or duplication of trade names, trademarks and copyrighted materials is a violation of U.S. federal law and SA’s Policies and Procedures.
6. SA is the owner and exclusive licensee of numerous names and trademarks, including but not limited to “SmartActors”, “SA”, “SmartActors Book A Coach” “SA Book A Coach” “Ask SmartActors” and other names and marks of SA, all of which are exclusively owned and/or licensed by SA and that I have no ownership or use rights or interests therein by virtue of this agreement or otherwise. SA hereby grants a limited license to IR’s to use the names and marks of SA in their IR business and subject to the terms and conditions of this agreement. IR recognizes the value of the goodwill SA and its licensors have created with their names and marks and acknowledges that hereafter the names and marks and all rights therein and all good will pertaining thereto belong exclusively to SA and its licensors.
7. SmartReps must renew their SmartReps status each twelve months. SA may charge an annual renewal fee applicable to all SmartReps. Failure to make a product sale within sixty (60) days of becoming a SmartRep, or failure to make a product sale at least once every six months, will each result in the automatic termination of your SmartRep position with SA. If IR fails to annually renew their SA business, or if it is canceled or terminated for any reason, IR understands that they shall not be eligible to sell SA products and services nor be eligible to receive and hereby waives all rights to any commissions, bonuses, or any other income resulting from the activities of former downline sales organization. Likewise, if IR is in breach, default or violation of this Agreement at termination, IR shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.
8. In order to maintain a viable marketing program and to comply with federal, state, and local laws and economic conditions, SA may provide Policies and Procedures and additional Terms and Conditions to this Agreement from time to time. Such additions and modifications shall become a binding part of this agreement upon publication on the official SA website. I understand that no attorney general or other regulatory authority ever reviews, endorses or approves any product, commission program or company, and I will make no such claims regarding SA.
9. I have carefully read and agree to comply with the SA IR Commission Plan which is, together with all future modifications thereto, incorporated herein by reference as if fully set forth herein. I understand that I must be in good standing, and not in violation of these Terms and Conditions, to be eligible for participation in the Commission Plan. I understand that the SA IR Commission Plan may be amended at the sole discretion of SA and I agree that any such amendment will apply to me. Notification of amendments to the Commission Plan shall be in effect upon their publication on the Official SA website. The continuation of my business or my acceptance of commissions shall each constitute my acceptance of all amendments.
10. I acknowledge that no representations or guarantees have been made to me by SA, its officers, IR’s or any representative of the company concerning how much money I may or will earn as an SA IR.
11. Consultant may not delegate or subcontract duties under this Agreement without the prior written consent of the Company. Any attempt to transfer or assign this Agreement without the express written consent of the Company renders this Agreement voidable at the option of the Company and may result in termination of this Agreement.
12. SA is responsible for the following fulfillments to IR: Fulfillment of IR’s product orders and payment of IR commissions.
13. This agreement is governed under the laws of the State of Nevada. The parties agree that all claims, disputes and differences arising between them under this agreement shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at Las Vegas, Nevada. Nevada resident IR’s arbitrate at Nevada Superior Court, County of Clark. The arbitrator may award, in addition to declaratory relief, contract damages and may also award consequential damages in the event of a breach of any provisions of sections 4, 6, 13 and 14 of this agreement and shall award reasonable costs and attorney fees to the prevailing party. An arbitration award may be enforced in any court of competent jurisdiction. This provision shall not preclude either SA or IR from seeking temporary or permanent injunctive relief in any court of competent jurisdiction.
14. SmartActors trademarks, service marks, copyrighted and copyrightable materials are considered Intellectual Property and are owned solely by SA. The use of such marks and materials by Consultant must be at all times in compliance with SmartActors guidelines. Upon termination of agreement, all such use must cease immediately. Consultant agrees that SA has a proprietary interest in its customer lists and consultant lists and other confidential information described in Agreement, and Consultant will not use or disclose such Confidential information except as authorized by SA.
15. I understand that if I fail to comply with the terms of this Agreement, SA may impose upon me disciplinary action(s) as it determines in its sole discretion.
16. I hereby indemnify and hold SA harmless from my actions and omissions as an SA IR.
17. Upon termination of the Agreement, SA agrees to take back any unused literature and sales aid’s, including the Business Getting Started Package, if applicable, at 90% of IR’s costs for any inventory obtained within 30 days of termination (less any applicable setoffs and/or money owed by IR to SA.) Requests must be made in writing. Sales materials and services delivered by internet methods are not capable of being returned to SA and are not subject to refund. SA will honor refund requirements at variance with this paragraph as specified by state or federal law.
18. This Agreement in its current form and as amended by SA as provided herein constitutes the entire contract between SA and IR. Any actual and implied promises, representations, offers or other communications not expressly set forth or incorporated by reference to this Agreement are of no force or effect. If any provision of this Agreement shall be declared invalid by the adjudicator of the law, the remaining provisions shall remain in force and effect, and the language of the offending provisions shall be reformed only to the extent necessary to ensure their enforceability.
19. Should IR bring a claim against SA for any act or omission of SA relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against SA for such act or omission. IR waives all claims permissible by any other applicable statutes of limitation.
20. The Company, its affiliates, and their respective directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release the Company and its affiliates from, and waive, all claims for loss of anticipated profits, and consequential, incidental, indirect, direct, punitive and exemplary damages or loss incurred or suffered by IR as a result of operation of IR’s SMARTACTORS.COM business. I further agree to release the Company and its affiliates from all liability arising from or relating to the promotion or operation of my SA business and any activities related to it, including but not limited to, the presentation of SA products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc., and agree to defend, indemnify and hold harmless the Company and its affiliates for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake while independently representing SmartActors.
21. Business ideas submitted to SA by IR shall become property of SA unless otherwise agreed to in advance and in writing by SA.
22. I authorize SA to use my name, photograph, personal story and/or likeness in advertising and in SA promotional materials and hereby waive all claims for remuneration for such use. This authorization may be cancelled at any time by contacting SA by written letter sent by way of US First Class Registered mail.
23. A faxed, signed copy of this Agreement shall be treated as an original in all respects.
You may CANCEL this transaction, without penalty or obligation, within THREE BUSINESS DAYS from the effective enrollment date. Five (5) business days for Alaska residents.)
If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled.
To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice, or send a telegram, to:
SmartActors, LLC |4224 W. Charleston Blvd., # 115 |Las Vegas, NV 89102
NOT LATER THAN MIDNIGHT of the third business day following the date set forth above.
I Hereby Cancel this transaction:
Buyer's Signature _______________________
Date _______________________ Referral Code# _______________________
*DO NOT SIGN ABOVE UNLESS YOU WANT TO CANCEL