INDEPENDENT ASSOCIATE AGREEMENT
TVC Marketing Associates, Inc.
I hereby apply to become an Independent Associate (Associate) of TVC Marketing Associates, Inc., (TVC). As an Associate, I hereby represent, understand and agree that:
1. I am of legal age to enter into contracts in the state in which I am a resident and that of the State of Oklahoma , in which this Agreement, if accepted, by TVC, will be the location of such acceptance.
2. I shall become an Associate only upon acceptance of this Application by TVC. TVC has no obligation to accept any Application and Associate has no claims against TVC in the event TVC chooses not to accept this Application. As an Associate, I shall have the right to sell the services offered by TVC in accordance with the Policies and Procedures (the Policies), which Policies may be supplemented and amended from time to time by TVC upon prior notification to Associate through TVC , publications, and/or literature without any consent from Associate.
3. I have carefully reviewed the Marketing Plan
4. I am entitled to cancel participation as an Associate at any time upon written notice to TVC. My Sponsoring Associate (or TVC) may repurchase sales materials in accordance with TVC's policies as stated in the Polices.
5. I am an independent contractor responsible for my own business. If my application is accepted by TVC, I will not be an employee of TVC but shall remain an independent contractor. I will receive no salary from TVC and shall have no power of authority other than as expressly granted herein. It is my sole responsibility to pay self-employment, local, state and federal income taxes as required by law and to provide workers compensation or any other insurance as may be required by law and I will do so. TVC will not withhold any taxes from my compensation. Upon acceptance of this Application, I will be an independent marketing representative establishing and servicing sales of TVC's services. This application or the acceptance of such does not constitute the sale of a franchise or a distributorship. This Agreement is not intended and shall not be construed to create a relationship of employer-employee, agency, partnership, or joint venture between any Associate, Sponsoring Associate and/or TVC.
6. I will not use the TVC trade name(s) and/or trademark(s) except in advertising provided to me by TVC unless I have prior written approval of TVC.
7. All Associates who sponsor other Associates (Sponsoring Associate) have the responsibility to provide necessary training and assistance to Associates sponsored by them. The
determination of who is a Sponsoring Associate for any Associate shall be at all times in the sole discretion of the TVC.
8. The TVC program is built upon retail sales to the ultimate consumer. The Associate shall maintain all licenses and/or registrations as are required by any applicable authority for Associate's activities as an Associate. Any and all memberships sold by Associate along with all members shall always be and shall remain the property of the TVC.
9. In addition to what is provided for herein and in the Policies, prior written approval from TVC is required for the following: To advertise TVC products/services; and for Associate to transfer or assign an Associate Agreement, provided that TVC shall be entitled to assign this Agreement without the consent of Associate. Any transfer of Associate's earned or vested commissions must be approved, in advance, by TVC and TVC is not required to approve any transfer. Further, in the event Associate desire to transfer or sale Associate's earned or vested commissions, the TVC retains the right of first refusal to purchase such for the lesser of the fair market value of such or the terms upon which Associate desires to transfer or sale such.
10. I agree that I will not solicit any business for any competitor of TVC during the existence of this Agreement. Further, I agree not to solicit members of TVC for a period of one (1) year after termination of this Agreement. In addition, I agree not to induce or attempt to induce, directly or indirectly, the lapse, cancellation or non-renewal of TVC members during their membership period, or for a period of one (1) year (12 months) after the expiration of such TVC memberships. I agree that I will not directly or indirectly divulge the names of any TVC members. Further, I agree that I will make no derogatory comments, statements or communications in any form regarding TVC, its employees, representatives and agents and its products and programs.
11. This Agreement along with the Policies constitute the entire Agreement between the Associate and TVC and no other representations, guarantees or agreements shall be valid unless in writing.
12. This Agreement shall be governed by the laws of the State of Oklahoma and all claims, disputes and other matters between the parties of this Agreement shall be brought in Oklahoma County Court, in Oklahoma City, Oklahoma, or in US District Court, in Oklahoma City, Oklahoma.
13. Any notice called for hereunder shall be in writing and shall be deemed given when personally delivered or on the third business day following deposit in the U.S. mail, return receipt requested, telefax or overnight express, at the addresses appearing herein, or at such other address as one party may subsequently notify the other.
14. If any provisions of this Agreement shall become illegal or unenforceable, in whole or in part, for any reason whatsoever, the remaining provisions shall nonetheless be deemed valid and binding.
15. Associates obligations and agreements hereunder are of a unique character that give them particular value; breach of any of such obligations may result in irreparable harm and continuing damage to TVC of which there will be no adequate remedy at law; and in the event of such breach, TVC shall be entitled to injunctive relief and/or a decree for specific performance and such other and further relief as may be proper, including monetary damages if appropriate.
16. Should any litigation be commenced between Associate and TVC which litigation concerns any provision of this Agreement or the rights and duties of any entity in relation thereto or to interpret any provision hereof, the party prevailing shall be entitled, in addition to such other relief as may be granted, to a reasonable sum as and for its attorneys fees, costs and all expenses related thereto.
POLICIES AND PROCEDURES
1. TVC Marketing Associates, Inc. hereinafter referred to as the Company is a direct selling company which supply services to consumers through independent contractors hereinafter referred to as Associates. These Policies and Procedures are applicable to and binding on Associates.
2. An Associate is one who has completed a Company Independent Associate Agreement (the Agreement) and has been accepted by the Company as an Associate. The Company
reserves the right to accept or reject anyone as an Associate.
3. All Associates must be the age of majority in the state in which they distribute Company services and in the State of Oklahoma where the Agreement is accepted. The Company
will consider each married couple a single Associate. Husbands and wives may not sponsor each other directly or indirectly, nor have different sponsors. Unless otherwise agreed
to by all concerned parties, in the event of a divorce, the Company will consider the person who was originally on the Agreement as the Associate.
4. Associates shall not be deemed to be purchasers of a franchise or distributorship by virtue of the Agreement. Further, the Agreement between the Company and an Associate
does not create an employer/employee relationship, agency, partnership, or joint venture between the Company and an Associate. An Associate has no right to bind the Company
to any obligation. Associate shall not be authorized to endorse checks, drafts or money orders made payable to Company. Each Associate shall indemnify and hold harmless the
Company from any claims, damages, or liabilities arising out of Associate's business practices or actions.
5. Any Associate wishing to assign the Agreement or change its name must obtain the written consent of the Company which consent Company is not required to provide. Changes
in the form in which an Associate is doing business such as formation of a corporation, trust or other entity different than that used by an Associate in its Application shall be
deemed to be an assignment. Further, in the event that the Company approves an entity as an Associate, the Associate shall be required to provide Company with information
regarding ownership and control of such entity and cannot change such ownership or control without the written consent of Company. Any such change of ownership or control
without Company's written consent shall be a material breach by Associate entitling the Company to terminate the Agreement effective the date of such change and entitling the
Company to reimbursement of any commissions paid from and after the date of such breach.
6. A partnership or corporation may be an Associate. However, no individual may participate as an owner or otherwise, whether directly or indirectly, in more than one (1)
Agreement without express written permission from the Company. An Associate may change status under the same Sponsor from Individual to form a new Associate as a
partnership or corporation or to change status to one, with written consent of Company, at Companys sole discretion.
7. In the conduct of his/her business, the Associate shall safeguard and promote the reputation of the products of the Company and shall avoid all misleading or unethical practices.
8. Upon the death or incapacity of an Associate, the Agreement may be assigned or transferred to his or her heirs interest upon written application to and approval by the Company.
The successor Associate must fulfill all responsibilities of the Associate.
9. The Agreement may be cancelled at any time and for any reason by written notice from the party desiring to cancel.
TAXES / LICENSING
10. Each Associate shall comply with all Federal, state and local rules and regulations governing the sale of Company products.
11. All Associates are responsible for paying local, state, federal or any other taxes and/or assessments due on any earnings generated as an Associate.
12. On or before January 31 of each year, the Company will furnish each Associate with the 1099-MISC Internal Revenue Service Form or any replacement of such form. A copy of
such form will be filed by the Company with the Internal Revenue Service.
SPONSORS / RECRUITING
13. The Company requires that all Associates must be sponsored by another Associate (the Sponsor). So long as they are not in breach of the Agreement and Policies, all
Associates have the right to sponsor others to be Associates. Every Associate has the right to choose his/her Sponsor. If two Associates should claim to be the Sponsor of the
same Associate, the Company shall regard the first application received by the Companys home office as controlling.
14. All Sponsors must fulfill the obligation of performing a bona fide supervisory, distributing and selling function in the sale of services by Associate to the ultimate consumer and in
the training of those Associates sponsored. Sponsors must have ongoing contact, communication and management supervision with his/her sponsored Associate. Failure to fulfill
these obligations will, result in termination of such Associate's position as Sponsor.
15. Transfer of a sponsorship must be approved in writing and at the sole discretion of the Company. Transfers can be approved in the following circumstances only:
In the case of unethical conduct by the original Sponsor as determined by Company, or
. Termination by an Associate of the Agreement for a period of three (3) months and thereafter entering into an Agreement which is accepted by Company.
16. The Associate is upon certain terms and conditions, entitled to royalty overrides and various bonuses as outlined in the Company Marketing Plans. The Company Marketing Plans
may be amended and changed by the Company from time to time and is incorporated herein as if fully set forth.
17. No product purchase by the Associate is required. Data/processing fees will be deducted from earned commissions and bonuses. Associates may sell memberships and earn
commissions on sales.
18. Income/Endorsement-Approval Claims. Neither Sponsors nor Associates are to make false or misleading income projections to prospective Associates or others. Federal and
state regulatory agencies generally do not approve nor endorse direct selling programs. Therefore, Associates may not represent that the Company program has been approved
or endorsed by any governmental agency.
19. The Company reserves the right to alter or amend wholesale membership prices, these Polices and Procedures, product availability
20. The Company programs are built upon retail sales to the ultimate consumer. If two Associates should claim to have sold the same member, The Company shall regard the first
commissionable and processable application received by the Company as controlling.
ADVERTISING AND PROMOTION
21. Associates shall not advertise Company memberships and/or marketing plans except as specifically approved by the Company. Associates shall make no false or fraudulent
representation about the Company, the memberships, the Company compensation plans, or income potentials.
22. Associates may use only the official Company literature in promoting the Company. Associates shall not reproduce Company literature and/or sales aids nor use the Company's
trademarks or logo without express written permission by the Company. Business cards and stationery must be approved by the Company in writing in advance. All advertising
approvals must be in writing.
23. Any reference the Associate makes to him/herself must clearly set forth the Associate's independent status. For example, if the Associate has a business telephone, the
telephone may not be listed under the Company name or any other manner which does not disclose the independent contractor status of the Associate.
24. The use of the Company name or copyrighted materials may not be made with automatic calling devices or 'boiler room operations either to solicit Associates or retail
25. Any inquiries by the media are to be referred immediately to the Company.
26. If an Associate elects not to renew his/her Agreement, all rights to bonuses, marketing position and wholesale purchases cease. A terminated Associate's sales organization shall
be transferred to his or her Sponsor.
27. If a terminated Associate has purchased supplies for inventory purposes while the Agreement was in effect, all supplies in a reusable condition then in possession of the
Associate, which have been purchased within forty-five (45) days of cancellation, shall be repurchased by the Company at cost upon return to Company.
28. The Company reserves the right to terminate any Agreement at any time.
29. When a decision is made to terminate an Agreement, the Company will inform the Associate in writing that the Associate is terminated immediately, effective as of the date of
the written notification.
30. In the event TVC terminates an Agreement for (1) the Associates commission of any fraud against TVC or a TVC member, (2) the Associates participation in or conspiracy to
participate in the commission of any fraud against TVC or a TVC member, or (3) the Associates having knowingly benefitted from the commission of any fraud against TVC or
a TVC member, that Associates business will revert to the company and shall not transfer.
31. The Company never gives up its rights to insist on compliance with the Agreement, the Company Marketing Program and these Policies and Procedures. This is true in all cases,
both specifically expressed and implied, unless an officer of the Company who is authorized to bind the Company specifies in writing that the Company waives any of these
provisions. This provision deals with the concept of waiver, and the parties agree that the Company does not waive any of its rights under any circumstances short of the
written confirmation provided for above.
32. These rules are reasonably related to the laws of the State of Oklahoma, and shall be governed in all respects by the laws of the State of Oklahoma. The parties agree that
jurisdiction and venue shall lie with the place of acceptance of the Agreement, Oklahoma County, Oklahoma.
33. If any provisions of these Policies and Procedures shall be or become illegal or unenforceable, in whole or in part, for any reason whatsoever, the remaining provisions shall
nonetheless be deemed valid and binding.
This Agreement supersedes and invalidates any and all previous agreements, either oral or written, between Associate and TVC.
END OF AGREEMENT
We value our relationship with you and we are committed to protecting your privacy. In order to provide you with the services you are entitled to as a member, we need to collect certain non-public information from you.
We collect non-public personal information about you in the following ways:
From you, on applications and other forms, via the internet, by telephone, and by other means. Examples of this type of information include your name, address, telephone number, social security number, and other financial information.
From transactions with us or with others. For example, your payment histories, account balances and other transaction records.
We will not sell or distribute your personally identifiable information to anyone.
Within the confines of our system and in our communication to and from your system, your payment and personal information is always safe. Our Secure Sockets Layer (SSL) software is the industry standard and among the best software available today for secure ecommerce transactions. It encrypts all of your personal information, including credit card number, name, and address, so that no third party can eavesdrop on our communication with you.
All refund requests should be emailed to [email protected]
or faxed to (405) 843-2752. Once received, we will review each case individually and issue any refund determined due according to our service contract within a reasonable amount of time.