Terms and Conditions
Your status as a Miri Vita independent Distributor is temporary. You must submit a properly completed IRS Form W-9 to Miri Vita within 60 days from the date of your application. Failure to submit a W-9 will result in the cancellation of your Miri Vita business.
I understand that as a Miri Vita Distributor:
- I have the right to offer for sale Miri Vita products and services in accordance with these Terms and Conditions.
- I have the right to enroll persons in Miri Vita.
- If qualified, I have the right to earn commissions pursuant to the Miri Vita Compensation Plan.
- I agree to present the Miri Vita Marketing and Compensation Plan and Miri Vita products and services as set forth in official Miri Vita literature.
- I agree that as a Miri Vita Distributor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Miri Vita.I agree that I will be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses.I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF MIRI VITA FOR FEDERAL OR STATE TAX PURPOSES.Miri Vita is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind.
- I have carefully read and agree to comply with the Miri Vita Policies and Procedures and the Miri Vita Marketing and Compensation Plan, both of which are incorporated into and made a part of these Terms and Conditions (these three documents shall be collectively referred to as the “Agreement”).If I have not yet reviewed the Policies and Procedures and/or Compensation Plan at the time I sign this Agreement, I understand that they are posted at www.Miri Vita.com, and are also in my Miri Vita sales kit, and in my Miri Vita Back Office. I will review the Policies and Procedures and Compensation Plan within five days from the date on which I sign this Agreement. If I do not agree to the Policies and Procedures or Compensation Plan, my sole recourse is to notify the company and cancel my Miri Vita Agreement. Failure to cancel constitutes my acceptance of the Policies and Procedures and Compensation Plan. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Miri Vita.I understand that the Agreement may be amended at the sole discretion of Miri Vita, and I agree to abide by all such amendments.Notification of amendments shall be posted on Miri Vita’s website OR in my Miri Vita Back Office.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 Miri Vita business or my acceptance of bonuses or commissions after the effective date of any amendment shall constitute my acceptance of any and all amendments.
- The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures).If I fail to annually renew my Miri Vita business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Distributor.I shall not be eligible to sell Miri Vita products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization.In the event of cancellation, termination or nonrenewal, 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.Miri Vita 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 Miri Vita at its principal business address.
- I may not assign any rights under the Agreement without the prior written consent of Miri Vita.Any attempt to transfer or assign the Agreement without the express written consent of Miri Vita renders the Agreement voidable at the option of Miri Vita and may result in termination of my business.
- I understand that if I fail to comply with the terms of the Agreement, Miri Vita may, at its discretion, impose upon me disciplinary sanctions as set forth in the Policies and Procedures.If I am in breach, default or violation of the Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.I agree that Miri Vita may deduct, withhold, set-off, or charge to any form of payment I have previously authorized, any amounts I owe or am indebted to Miri Vita.
- Miri Vita, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release and hold harmless Miri Vita and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement.I further agree to release and hold harmless Miri Vita and its affiliates from all liability arising from or relating to the promotion or operation of my Miri Vita business and any activities related to it (e.g., the presentation of Miri Vita products or Compensation and Marketing Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Miri Vita 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 Miri Vita at its discretion, constitutes the entire contract between Miri Vita 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 Miri Vita of any breach of the Agreement must be in writing and signed by an authorized officer of Miri Vita.Waiver by Miri Vita 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 severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable.The balance of the Agreement shall remain in full force and effect.
- This Agreement will be governed by and construed in accordance with the laws of the State of Missouri without regard to principles of conflicts of laws.In the event of a dispute between a Distributor and Miri Vita arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures.Miri Vita shall not be obligated to engage in mediation as a prerequisite to disciplinary action against a Distributor.If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.
- Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or distributor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award.In all actions before the courts, the parties consent to exclusive jurisdiction and venue before the U.S. District Court for the Western District of Missouri, or state court residing in Christian County, State of Missouri.
- LA Residents:Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law. Should a Louisiana resident cancel the Distributor Agreement, Miri Vita will refund 90% of the purchase price for [SPECIFY intangibles such as mandatory replicated websites that Distributors are REQUIRED to purchase].
- MT Residents: Should a Montana resident cancel the Distributor Agreement within 15 days from the date of enrollment, Miri Vita will refund 100% of the purchase price for the Starter Kit and [SPECIFY intangibles such as mandatory replicated websites that Distributors are REQUIRED to purchase].
- MA and WY Residents: Should a Massachusetts or Wyoming resident cancel the Distributor Agreement, Miri Vita will refund 90% of the purchase price for [SPECIFY intangibles such as mandatory replicated websites that Distributors are REQUIRED to purchase].
- Except as provided in paragraphs 14-16, refunds will be issued as provided in the Policies and Procedures and in the Notice of Right to Cancel below.
- 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.
- If a Distributor wishes to bring an action against Miri Vita for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law.Failure to bring such action within such time shall bar all claims against Miri Vita for such act or omission. Distributor waives all claims that any other statute of limitations applies.
- Liquidated Damages. In any case which arises from or relates to the termination of Distributor’s Agreement and independent business, the parties agree that damages will be very difficult to ascertain. Therefore, the parties stipulate that if a Distributor’s termination is proven and held to be wrongful under any theory of law, Distributor’s sole remedy shall be liquidated damages calculated as follows:
- For Distributors at the rank Affiliate through Customer Representative, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Miri Vita’s Compensation Plan in the twelve (12) months immediately preceding the termination.
- For Distributors at the rank District Manager through Regional Manager, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Miri Vita’s Compensation Plan in the eighteen (18) months immediately preceding the termination.
- For Distributors at the rank Senior Vice President through National Sales Director, liquidated damages shall be in the amount of his/her gross compensation that he/she earned pursuant to Miri Vita’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.
Gross compensation shall include commissions and bonuses earned by the Distributor pursuant to Miri Vita’s Compensation Plan as well as retail profits earned by Distributor for the sale of Miri Vita merchandise. However, retail profits must be substantiated by providing the Company with true and accurate copies of fully and properly completed retail receipts provided by Distributor to Customers at the time of the sale.
- I authorize Miri Vita to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.
- A faxed copy of the Agreement shall be treated as an original in all respects.
Buyer’s Signature ________________________ Date ________
(The Notice of Cancellation can be on a separate piece of paper.)
NOTICE OF RIGHT TO CANCEL
You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS (FIVE BUSINESS DAYS IN ALASKA AND FIFTEEN BUSINESS DAYS IN NORTH DAKOTA FOR INDIVIDUALS AGE 65 AND OLDER)from the above date. 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. If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk. If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract. 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 Miri Vita, 1358 East Kingsley Street, Suite C, Springfield, Missouri 65804 NOT LATER THAN MIDNIGHT of the third business day following the date set forth above.
I HEREBY CANCEL THIS TRANSACTION.
Buyer’s Signature ________________________ Date ________