Authorization and Contract.
This Yager Group Membership Services Agreement Agreement is made and
effective this day between Internet Services Corporation ISC,
International Event Services, Inc. IES and InterNET Services
International, LLC ISI, collectively the Yager Group, and the Amway
Independent Business Owner IBO or Member. This Agreement allows a Member
to access the Yager Group's IBOcity.com website Website Services and
allows the Member to purchase business support materials as defined in
paragraph 2 and have access to conferences Events and participate in the
Yager Group Leadership Refund Programs. You acknowledge that prior to
accepting this agreement, you have read and understand the Yager Group Business Reference Guide which is incorporated into this Agreement and made a part of it as if restated in full, as posted on www.ibocity.com, and that you have read and agree to all terms set forth in this agreement.
Yager
Group is in the business of providing products and services generally
referred to as Business Support Materials: BSMs including, but not
limited to, internet websites, audio, video, digital media, books,
magazines, flip charts other printed material, online literature,
motivational meetings, educational seminars, and related types of
materials and services that are i designed to solicit and/or educate
prospects, customers, or prospective customers of the products and
services of Amway Corp. Amway, or to support, train, motivate and/or
educate Amway IBOs, or ii which incorporate or use one or more
trademarks or copyrighted works of Amway, which are licensed to the
Yager Group by Amway, or iii are otherwise offered with an explicit or
implied sense of affiliation, connection, or association with Amway.
This Agreement supersedes and replaces any and all previous agreements between the parties.
This
Agreement shall be made separate and will not be made a part of the
agreement that each IBO enters into with Amway. To the extent this
Agreement is construed to conflict with the terms of the Amway
agreement, the Amway agreement shall be deemed to take precedence.
Independent Contractor Status.
IBO is an individual contractor. Neither IBO, IBO's spouse, nor any
employee, affiliate, agent, nor representative of IBO shall, under any
circumstance, be considered an employee, franchisee, partner,
representative, or agent of the Yager Group. When IBO registers with
Yager Group as a Member, IBO's Amway IBO number will also be his or her
Yager Group Member number. This number will be required when buying and
ordering from the Yager Group and when logging on to its Website
Services.
Agreement to be Bound by Accreditation Plus Program.
As part of the consideration for Yager Group to enter into this
Agreement, IBO acknowledges, understands and agrees to be bound by the
terms of Amway's Accreditation Plus Program A+, as they may be amended
from time to time, including, but not limited to, the Program Guide and
Quality Assurance Standards QAS. IBO acknowledges and understands that
Yager Group and Amway are parties to a contract entitled Uniform
Accreditation Plus Approved Provider Agreement A+ Agreement, which,
among other things, sets forth the terms and conditions for the
promotion, distribution and sale of BSM by IBO who are not Approved
Providers. IBO further acknowledges, understands and agrees that
pursuant to the terms of the A+ Agreement and Rule 7 of the Amway Rules
of Conduct, IBOs who wish to sell, promote, or earn income from the sale
of BSM through an Approved Provider must have a written contract with
an Approved Provider. IBO agrees to be bound by all Rules of Conduct and
understands that this Agreement does not change any obligation IBO has
under the Rules of Conduct. IBO hereby acknowledges receipt of a copy of
the QAS and Program Guide.
Termination of Agreement. The
Yager Group may terminate this Agreement with thirty 30 days prior
notice with or without cause, including violation of this Agreement, or
failure to pay for purchases within 21 days of the date they become due.
Upon termination of this Agreement all rights granted to Member under
this Agreement shall immediately cease and terminate. Termination of
this Agreement does not release Member from any obligation to pay all
accrued charges under this Agreement.
Intellectual Property Rights.
Member agrees not to engage in any activity that infringes upon the
intellectual property or other rights of any entity or person. Member
agrees not to post or otherwise distribute messages, pictures or
recordings or use their Membership in any way which:
i. violates,
plagiarizes or infringes upon the rights of any third party, including
but not limited to any copyright or trademark law, privacy or other
personal or proprietary rights, including other intellectual property
rights or
ii. is fraudulent, misleading or otherwise unlawful or violates any law.
Any
violation of this section is deemed a material breach of this Agreement
and grounds for immediate termination of Member's account without
notice.
Proprietary Information and Trade Secrets. Nothing herein
confers, or shall confer upon the IBO any right, title or interest in
any of the Yager Group's trademarks, service marks or trade names during
the term of this Agreement or any time thereafter. Yager Group is the
exclusive owner of all trade secrets, downline activity reports and
activity reports Proprietary Information contained in its websites, web
office services, other BSMs and of all Yager Group Membership lists and
organizational data. Yager Group Members in good standing as defined by
Yager Group at its sole discretion are given the personal,
non-transferable, and revocable right by Yager Group to use such
Proprietary Information only as necessary to promote their Independent
Businesses in accordance with the terms and conditions of this
Agreement.
Images / Recordings / Consents. Member hereby authorizes
the Yager Group and its affiliate companies, to use, incorporate,
reproduce, and/or publish photographs, and/or audios/videos that may
include Member's name, image, likeness, Member's audio and video
recordings, speeches and/or other materials alone or in conjunction with
others in any manner that the Yager Group deems appropriate without
compensation to Member. Member further authorizes Yager Group and its
affiliate companies to enter into an agreement with other third party
Amway Approved Providers for the same. If Member deems such use
unacceptable, Member has the right to cancel Yager Group's use of such
items upon written notice to the Yager Group.
Non-Competition and
Non-Solicitation. During the term of this Agreement, Member may not sell
any product or service that competes, directly or indirectly, with
Yager Group's BSMs. During the term of this Agreement and for two 2
years following the termination of this Agreement, Member shall not
encourage, solicit or otherwise attempt to recruit or persuade anyone
who was associated with the Yager Group at any time within the two prior
calendar years, to compete with the business of Yager Group. Nothing in
this Agreement limits in any way Member's ability to obtain BSMs for
the Member's personal use from any source or limits in any way Member's
ability to sell Amway products and services in accordance with Member's
contract with Amway.
Dispute Resolution. All
disputes, claims, or controversies arising out of or related to this
Agreement, or the breach, termination, enforcement, interpretation or
validity thereof, or BSM including, but not limited to, any claims or
disputes against Yager Group and Member, regardless if they arise before
or after the termination of this Agreement, shall be resolved in
accordance with the Conciliation and Arbitration process Conciliation
Process set forth in Rule 11 of the Amway Rules of Conduct a copy of
which is found at www.amway.com. Rule 11 of the Amway Rules of Conduct
is incorporated herein by reference.
Miscellaneous. The
failure of Yager Group to enforce any provision of this Agreement will
not constitute a waiver of Yager Group's right to subsequently enforce
such a provision or any other provision of this Agreement, nor will any
delay or omission on Yager Group's part to exercise or avail itself of
any right or remedy that it has, or may have hereunder, act as a waiver
of any right or remedy. This Agreement constitutes the entire agreement
between Member and Yager Group with respect to the Membership, Website
Services, BSMs, Leadership Refund Program, Events and Yager Group terms
and conditions. Yager Group reserves the right to alter, amend or modify
this Agreement at any time upon thirty 30 days prior written notice to
Member. All amendments or modifications to this Agreement requires
Member to accept the modifications via electronic signature. This
Agreement shall be governed by and construed in accordance with the laws
of the State of North Carolina, without reference to the choice of law
provisions thereof. If any provision of the terms and conditions of this
Agreement are found to be invalid by any court having competent
jurisdiction, the invalidity of that provision shall not affect the
validity of the remaining provisions of this Agreement, which shall
remain in full force and effect. Headings in this Agreement are for
convenience only and shall have no legal meaning or effect.