Terms & Conditions
- I understand that as a Wellness Consultant for THI, Inc. ("THI" ,
"Company", "we" or "our"):
- I have the right to offer for sale THI products and services in
accordance with these Terms and Conditions.
- I have the right to enroll others as THI Wellness Consultants ("WCs").
- If qualified, I have the right to earn commissions pursuant to the THI
Compensation Plan.
- I agree to present the THI Compensation Plan and THI products and
services as set forth in official THI literature
- I acknowledge that, as a WC, I am an independent contractor. I
understand that my status as a WC does not constitute either a sale of a
franchise or a distributorship (exclusive or otherwise), and absolutely no fees
have been or will be required from me for the right to distribute the Company's
products pursuant to this Agreement. The Agreement is not intended and shall
not be construed to create a relationship of employer-employee, agency,
partnership, or joint venture between any Independent Representative, sponsor
and/or the Company.
- I agree that as an independent contractor, I will:
- Comply with all applicable federal, provincial and local laws, rules and
regulations pertaining to the Agreement, including the sale, distribution and
advertising of Company products.
- At my own expense, complete all filings, and obtain such licenses as are
required by applicable federal, provincial and local laws, rules and
regulations, with respect to the Agreement and my activities as a WC.
- I understand that as a WC, I have no authority to bind Company to any
obligation. It is my responsibility to pay all income, local or applicable
taxes as a WC, and I acknowledge that I am not eligible for employee benefits,
such as unemployment compensation, worker's compensation or minimum wages. I
acknowledge that the Company encourages me to set my own hours and to supply
all of my own equipment and tools for operating my business, such as
telephones, transportation, professional services, office equipment and
supplies. Further, I understand that I should determine my own methods of sale,
so long as I comply with the policies of the Company. Without limiting the
generality of the foregoing, as a WC, I agree that I shall be fully
responsible for (i) all applicable federal and provincial withholding taxes,
source deductions, PST, GST, HST, income tax, other taxes, employment insurance
premiums, Canada Pension Plan contributions, worker's compensation
contributions or provincial employee health tax contributions and other levies,
premiums, licence requirements and fees related to my earnings and activities
as a WC, and (ii) all expenses incurred in connection with the operation of my
Company-related business, including but not limited to travel, meals,
accommodation, secretarial, office, telephone and other business expenses.
- I certify that neither the Company nor my sponsor has made any claims of
guaranteed earnings or representations of anticipated earnings that might
result from my efforts. I will comply with the requirements of the Agreement
regarding use of hypothetical income examples, projections of income earnings,
income representations and the Company's Income Summary Statement. I
understand that my financial success as a WC depends entirely upon my
individual effort, dedication, and the training and supervision I provide to my
downline. Company discloses typical earnings of WCs in its Compensation Plan
and in its other materials, as Company determines from time to time to comply
with applicable laws, and is available by requesting a copy from the Company as
follows - by mail: cs@truestar.com or by telephone: 1.888.448.8783 .
I acknowledge that there are no guarantees regarding income.
- I understand that I may cancel my participation in this multilevel
program at any time by providing the THI with written notice at its principal
business address or by cancelling my Agreement through my Independent
Consultant Back-Office.
- I have carefully read and agree to comply with the THI Policies and
Procedures, the THI Compensation Plan, the WC Back-Office & Replicated
Website Terms of Use, and the Business Entity Application and Agreement (the
Business Entity Application and Agreement is applicable only to those who
enroll as Distributors under a business entity) which are incorporated into and
made a part of these Terms and Conditions (these documents shall be
collectively referred to as the "Agreement"). I understand that the Agreement
may be amended at the sole discretion of THI, and I agree to abide by all such
amendments. Notification of amendments shall be posted on THI's website, in
your Distributor Back-Office, and/or sent via email/OTHER PER POLICIES.
Amendments shall become effective 30 days after publication, but amended
policies shall not apply retroactively to conduct that occurred prior to the
effective date of the amendment. The continuation of my THI business or my
acceptance of bonuses or commissions after the effective date of the amendments
shall constitute my acceptance of any and all amendments.
- Your THI business shall remain in effect so long as you remain in
compliance with the terms of the Agreement and meet the requirements of the THI
Compensation Plan, or until you voluntarily cancel your THI Agreement.
- I understand that resalable materials may be returned following termination
of my Agreement at 90% of the original price paid, in accordance with the
Company's Policies and Procedures.
- In the event of cancellation or termination, I waive all rights I have,
including but not limited to property rights, to my former downline organization
and to any bonuses, commissions or other remuneration derived through the sales
and other activities of my former downline organization. THI reserves the
right to terminate all Distributor Agreements upon 30 days notice if the
Company elects to: (1) cease business operations; (2) dissolve as a business
entity; or (3) terminate distribution of its products and/or services via
direct selling channels. Distributor may cancel this Agreement at any time,
and for any reason, upon written notice to THI at its principal business
address or by cancelling through his/her THI back-office.
- I may not assign any rights under the Agreement without the prior
written consent of THI. Any attempt to transfer or assign the Agreement
without the express written consent of THI renders the Agreement voidable at
the option of THI and may result in termination of my business.
- I understand that I must be in good standing, and not in violation of
the Agreement, to be eligible for bonuses or commissions from THI. I further
agree that if I fail to comply with the terms of the Agreement, THI may, at its
discretion, impose upon me disciplinary sanctions as set forth in the Policies
and Procedures, which may include the involuntary termination of my THI
independent business.
- The Parties and their respective parent and/or affiliated companies,
directors, officers, shareholders, employees, assigns, and agents (collectively
referred to as "affiliates"), shall not be liable for, and the Parties release
one another from, all claims for incidental, consequential and exemplary
damages for any claim or cause of action relating to the Agreement.
- I agree to release THI and its affiliates from all liability arising
from or relating to the promotion or operation of my THI business and any activities
related to it (including, but not limited to, the presentation of THI products
or Compensation Plan, the operation of a motor vehicle, the lease of meeting or
training facilities, etc.), and agree to indemnify THI for any liability,
damages, fines, penalties, or other awards arising from any unauthorized
conduct that I undertake in operating my business.
- The Agreement, in its current form and as amended by THI at its
discretion, constitutes the entire contract between THI and myself. Any
promises, representations, offers, or other communications not expressly set
forth in the Agreement are of no force or effect.
- Any waiver by either Party of any breach of the Agreement must be in
writing and signed by the Party waiving the breach. With respect to THI, only
officers of the Company are authorized to waive any policy. Waiver by one who
is not an officer of the Company shall not be binding on THI. Waiver by either
Party of any breach of the Agreement by me shall not operate or be construed as
a waiver of any subsequent breach.
- If any provision of the Agreement is held to be invalid or
unenforceable, such provision shall be stricken and reformed only to the extent
necessary to make it enforceable, and the balance of the Agreement will remain
in full force and effect.
- If the Distributor applicant is a business entity of any type (trust,
partnership, corporation, etc.), all members, officers, directors, managers,
shareholders, trustees, partners, or others with any ownership interest in the
business entity (collectively "Owners") shall be jointly and severally liable
for all contracts entered into with THI. Each Owner is individually bound to
and must comply with and agree to the terms and conditions of the Agreement.
Violation of the Agreement by any Owner or employee of the business entity
shall be jointly and severally imputed to the business entity and all Owners of
the business entity. Each Owner certifies that neither he/she, nor any
household family member, has any ownership, financial, or equitable interest
in, or managerial responsibility for, any other THI business, and has not had
any such interest or responsibility for at least six calendar months prior to
submitting this Application and Agreement. Any breach of the Agreement by any
Owner or employee of the business entity shall be grounds for disciplinary
action jointly and severally against the business entity and/or each individual
Owner.
- All disputes, disagreements, controversies, questions or claims arising
out of or relating to this Agreement, including, without limitation, with
respect to its formation, execution, validity, application, interpretation,
performance, breach, termination or enforcement ("Disputes"), shall be
determined by a sole Arbitrator (the "Arbitrator") under the Arbitration
Act, 1991 (Ontario) (the "Act"). The resolution of Disputes pursuant to
this section shall be final and binding upon the Parties, and there shall be no
appeal therefrom, including, without limitation, any appeal to a court on a
question of law, a question of fact or a question of mixed fact and law. In
addition:
- section 7(2) of
the Act will not apply to the arbitration;
- the Arbitrator shall
be as agreed to by the Parties to the Dispute. If
the Parties cannot agree within a reasonable period of time, the Arbitrator
will be appointed by a judge of the Superior Court of Justice of Ontario on the
application of any Party on notice to all the other Parties. No individual
shall be appointed as Arbitrator unless he or she agrees in writing to be bound
by the provisions of this paragraph;
- the arbitration shall
take place in the City of Toronto unless otherwise agreed in writing by the
Parties;
- subject to the Act,
the Arbitrator may conduct the arbitration in the manner the Arbitrator consider
appropriate;
- the language to be
used in the arbitration shall be English;
- the Parties desire
that any Dispute should be conducted in strict confidence and that there shall
be no disclosure to any person of the existence of the Dispute or any aspect of
the Dispute except as is necessary for the resolution of the Dispute; and
- the Arbitrator shall
have the right to determine all questions of law and jurisdiction, including
questions as to whether a Claim is arbitrable, and shall have the right to
grant legal and equitable relief including injunctive relief and the right to
grant permanent and interim injunctive relief, and final and interim damages
awards. The Arbitrator shall also have the discretion to award costs,
including reasonable legal fees and expenses, reasonable expert's fees and
expenses, reasonable witnesses' fees and expenses pre-award and post-award
interest and costs of the arbitration.
Notwithstanding the foregoing, nothing in the Agreement
shall prevent either party from applying to and obtaining from any court to
which the Parties have consented to jurisdiction as set forth in the Agreement
a temporary restraining order, preliminary or permanent injunction, or other equitable
relief to safeguard and protect its trade secrets and intellectual property
rights and/or confidential information, including but not limited to enforcement
of its rights under the non-solicitation provision of the Agreement.
- This Agreement shall be governed and construed in accordance with the
laws of the Province of Ontario and the Courts of such Province shall have
exclusive jurisdiction to ascertain any action in connection with this
Agreement.
- A participant in this multilevel marketing plan has a right to cancel at
any time, regardless of reason. Cancellation must be submitted in writing to
the company at its principal business address, 55 St. Clair Avenue West, 6th
Floor, Toronto, Ontario Canada, M4V 2Y7, via email at cs@truestar.com,
or through the Distributors Back-Office.
- I understand that I may be required from time to time to provide the
Company with information relating to my sales activities. I agree to the
collection, use and disclosure of personal information about me relating to
such activities and to the use of my name, photograph, testimonial, personal
story and/or likeness in advertising or promotional materials and I waive all
claims for remuneration for such use.
- I certify that I have reached the age of majority in my province of
residence.