TERMS AND CONDITIONS
OF THE AZENEX SALES CONSULTANT
APPLICATION AND AGREEMENT
The purpose of this document is to set forth the terms and conditions (“Terms and Conditions”) that apply to your SALES CONSULTANT relationship with AZENEX Corporation (“AZENEX” or “Company”). Once your application is submitted to and accepted by AZENEX, an agreement is created between you and AZENEX. Accordingly, you understand and agree as follows:
1. Eligibility
To be eligible to become an AZENEX CONSULTANT, you must: (a) be legally competent and of legal age (at least 18 years old or age of majority) to enter into a binding contract in the jurisdiction in which you reside; (b) be a citizen or taxpaying resident of a country in which AZENEX is officially open for business; (c) submit a complete, legible, unaltered, and valid AZENEX CONSULTANT Application and Agreement(ACAA), that includes valid and accurate contact information; (d) review all required materials and documents, including the AZENEX Privacy Policy, the AZENEX Policies & Procedures (“Policy” or “Policies”), the AZENEX Team Compensation Plan (“Compensation Plan”), and the AZENEX Earnings Disclosure Statement and complete all training materials and/or programs as may be required by AZENEX; (e) pay a membership fee or purchase a Product, as applicable; (f) provide a valid tax identification number to AZENEX; and (g) not currently hold or have previously held any interest in an AZENEX Position (directly or indirectly through a family member, business entity or otherwise) within the twelve (12) month period immediately prior to submitting an ACAA
By submitting an ACAA, you are applying for legal authorization to become an AZENEX CONSULTANT and are entering into a contract with AZENEX. Your contract with AZENEX includes the ACAA and all of its Terms and Conditions, any Entity Agreement for CONSULTANTs, any renewal form(s), the AZENEX Team Compensation Plan, the AZENEX Privacy Policy, and the AZENEX Policies and Procedures and applicable Guidance Documents as may be in effect at the time you submit this ACAA, and any modifications to such documents that become effective during the term of your ACAA. You are not required to be a customer or make any purchases or maintain an inventory in order to be a CONSULTANT. An 300% REPURCHASE fee applies.
You acknowledge that you have received, read, and understand the AZENEX (a) Earnings Disclosure Statement that contains the average CONSULTANT earnings, and other sales figures and percentages as published by AZENEX, (b) Compensation Plan, and (c) Policies, which are incorporated into and made a part of this ACAA; and that you have read and agree to all Terms and Conditions set forth in this ACAA. You understand and agree that if you have altered these Terms and Conditions in any way, your ACAA will not be deemed accepted by AZENEX, regardless of passage of time or payment of commissions or bonuses. AZENEX may, at its discretion, deem this ACAA to be void ab initio and require that you repay all commissions, bonuses and other compensation AZENEX has paid to you. You further understand you may terminate your Consultant Contract at any time for any reason. To terminate your Consultant Contract, you must give written notice to AZENEX in accordance with Section 11 below.
Terms used but not defined herein, will have the meanings set forth in the definitions or glossaries of relevant AZENEX documents, such as the Policies or the Compensation Plan.
2. Independent Consultant Status
Upon AZENEX’s acceptance of this ACAA, you understand that you will become an AZENEX CONSULTANT and will be eligible to participate in the selling and distribution of AZENEX goods and services and receive commissions and bonuses in connection with such sales in accordance with the Consultant Contract. As a CONSULTANT you are an independent contractor. You acknowledge and agree that you are not an agent, employee, legal representative or franchisee of AZENEX, your Sponsor(s), or any other CONSULTANT. You further understand and agree that you will not be treated as an employee for federal or state tax purposes, and will not be treated as an employee for purposes of the Federal Unemployment Act, Insurance Contributions Act or Social Security Act, or any state unemployment laws, state employment security laws, or any state workers compensation laws. You understand and agree that you are responsible for and will pay all federal and state taxes, including income taxes, self-employment taxes, sales taxes, local taxes, and/or local license fees that apply to your activities and compensation received under the Consultant Contract. As a self- employed independent contractor, you will be operating your own independent business, buying and selling products and services available through and by AZENEX on your own accord. Although you are an independent contractor, you acknowledge that any information that is related to AZENEX and/or that you obtain as a result of your CONSULTANT status is for purposes of selling and distribution of AZENEX goods and services and is governed by the Policies and Compensation Plan. You have complete freedom in determining the number of hours, you will devote to your business, and you have the sole discretion of scheduling such hours. AZENEX will not provide you with a place of business, and if you desire a place of business other than your own residence, you will be responsible for procuring, furnishing, equipping, and paying for such place of business. As a self-employed independent contractor, you are also responsible for complying with any applicable federal, state, provincial, or local business licensing requirements.
3. Order and Confirmation
Once your Consultant Account (“Account”) is open, you may place package or product orders. Upon placing an order, you will receive an email to acknowledge and confirm the order. If there are any errors in the confirmation, please promptly contact VICTOPS Customer Care at info@azenex,com during normal business hours. Sales tax plus standard shipping and handling charges apply to all orders, unless a promotional shipping rate or other discount or coupon is available to you and used at the time you make your purchase. If you have a coupon, discount, or promotion code, you must use it before submitting your order.
4. Payment and Remuneration
As a CONSULTANT, you are not guaranteed any income, nor are you assured of any profit or success. When discussing the Compensation Plan, you agree to emphasize that sales to End Consumers are a requirement for compensation, that no purchase of goods or services is required, that no recruitment fee can be derived from the mere act of sponsoring other CONSULTANT’s or customers, and that no earnings are guaranteed from participation in the Compensation Plan. You must also provide a copy of the AZENEX Earnings Disclosure Statement to all your prospective Consultants. You agree that you will not make any false, unsubstantiated, or misleading representations about the actual, potential, or expected earnings from participating in the Compensation Plan. Representations concerning earnings or income also must comply with the applicable Policies and guidelines, the Compensation Plan, and the legal requirements of the jurisdiction in which you are making an earnings related representation.
You certify that neither AZENEX nor your Sponsor(s) has made any claims of guaranteed earnings or misleading representations of anticipated earnings that might result from your efforts as a CONSULTANT. Your success as a CONSULTANT is dependent upon your own efforts and skills, as well as other factors, some of which you may not control; and you do not anticipate receiving income as a result of the efforts of any other individual or entity other than yourself (and your spouse, if you are co-owners of a Position).
5. Prohibition of Online Sales
As further explained in Policy 4.5 (Resale of Products), online sales of AZENEX products is prohibited outside of your Personal AZENEX Website provided to you by AZENEX. You agree that you will not (directly or indirectly through any intermediary or instrumentality) offer, display or sell, or facilitate the offering, displaying or selling of AZENEX’s products through an online forum including any e-commerce or auction websites, such as eBay or Amazon, retail websites, radio, or television. In particular, you agree that you will never offer AZENEX products for sale on eBay.com, Amazon.com, or similar websites—and that you will never help anyone else to do so. You also agree not to sell personal identifying information of information related to AZENEX and/or your CONSULTANT relationship. This covenant will survive the expiration or termination of the ACAA.
You hereby agree that you will not use any Internet website, other than the Personal AZENEX Website, to represent, sell, or market AZENEX products and/or business opportunity, unless you first submit the website and related information to AZENEX Administration at admin@AZENEX.com, and you receive written approval from AZENEX to use the website.
6. Marketing Materials
You hereby agree that you will not advertise using AZENEX’s name, trade names or logos in any manner, except as may be permitted under Policy 6 (Trademarks, Advertising and Internet Usage). In addition, you will not make any representations or claims about any AZENEX products, the business opportunity, including the Compensation Plan, and AZENEX programs beyond those statements shown on product labels and/or in AZENEX-authorized literature and materials. You are prohibited from producing, selling or using any written, recorded, or other materials for the purpose of advertising, promoting or describing any AZENEX products, the business opportunity, including the Compensation Plan, and programs that has not first been reviewed and approved by AZENEX in writing. All materials must either be provided by AZENEX or first approved by AZENEX in writing prior to being used.
Once your Consultant Account (“Account”) is open, you may place package or product orders. Upon placing an order, you will receive an email to acknowledge and confirm the order. If there are any errors in the confirmation, please promptly contact AZENEX Customer Care at (877)213-6325 during normal business hours. Sales tax plus standard shipping and handling charges apply to all orders, unless a promotional shipping rate or other discount or coupon is available to you and used at the time you make your purchase. If you have a coupon, discount, or promotion code, you must use it before submitting your order.
You understand and agree that substantially all of your remuneration for the services you perform will consist of (a) retail profits from completed in-person sales of AZENEX products to End Consumers, and/or (b) commissions or bonuses paid by the Company based on orders from End Consumers. Sales occur primarily in locations other than fixed retail locations. Remuneration is not determined by the number of hours worked.
You understand that you may not delete, add, modify, tamper with, repackage, re-label, refill or alter the labels on any AZENEX products or alter any AZENEX literature or materials in any way. Products or samples that are packaged together by AZENEX as part of a product Pak may not be sold individually.
7. Personal Data and Privacy
As a CONSULTANT, you are subject to the terms of the AZENEX Privacy Policy (which may be found here or at AZENEX.com), which is incorporated as part of these Terms and Conditions. You acknowledge that you have read and understand the Privacy Policy, and consent to the use of any personal information you provide for the purposes set forth in the Privacy Policy and your ACAA.
The personal data disclosed in establishing your AZENEX Account as well as personal data collected in fulfilling our obligations is necessary for AZENEX to operate and coordinate its distribution network and carry out its obligations under this and other agreements. The data collected is used by AZENEX’s internal and third party service providers taking part in the operation and management of the distribution network. Accordingly, you consent to the disclosure of your name, telephone number(s), fax number, e-mail address(es), shipping address(es) and other contact information listed on your application or otherwise provided to AZENEX, and information regarding your AZENEX purchases (excluding payment card/account information), to AZENEX’s internal departments, external service providers, Enrolling Sponsor, Placement Sponsor, and Support Team.
8. AZENEX Communications and Consent
By becoming a CONSULTANT, you agree to receive communications from AZENEX, including e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from AZENEX and its affiliated companies, may include but are not limited to: operational communications concerning your AZENEX Account or use of AZENEX services, updates concerning new and existing features, communications concerning promotions run by us or our third-party partners, and news concerning AZENEX and other business developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself or by going to your AZENEX online account to manage your subscriptions and deselect the types of information you do not want to receive. You will continue to receive emails regarding business related transactions regardless of the email subscriptions that are chosen. If you wish to opt out of promotional calls or texts, you may do so. You may opt out of promotional telephone calls by requesting to be placed on our do not contact list. You may opt out of texts or calls by contacting Customer Care at 1-(877)213-6325. You acknowledge that you are not required to consent to receive promotional emails, texts or calls as a condition of being a CONSULTANT. However, you understand that opting out of receiving such communications may impact your use of AZENEX services and your business.
9. CONSULTANT as a Service Provider - Limited Use of Information of Other Persons
As a CONSULTANT and with respect to use of personal information of AZENEX Customers and other AZENEX CONSULTANTs, AZENEX considers you to be a Service Provider. In these Terms and Conditions, “Service Provider” means a CONSULTANT that may only obtain, record, use, hold, transfer, dispose of, and otherwise process personal information about AZENEX Customers, other AZENEX CONSULTANTs or any other person (however obtained) on behalf of AZENEX and only in accordance with the ACAA, the Policies, and the Privacy Policy for the business purpose of marketing, selling and distribution of AZENEX goods and services. Unless otherwise provided by AZENEX, you: (a) are permitted to use such personal information for your AZENEX business only, and for no other purpose(s); (b) will comply with your obligations regarding privacy and data security as set forth in your Consultant Contract, including the Policies and the Privacy Policy, and/or applicable law; (c) are prohibited from selling the personal information of AZENEX Customers and other AZENEX CONSULTANTs; and (d) will comply with privacy and data security obligations equivalent to those imposed on AZENEX under applicable law, including using reasonable security measures to protect personal information, being able to exercise any legally applicable data subject access requests to obtain, modify or delete personal information and deleting any personal information of AZENEX Customers or other AZENEX CONSULTANTs if directed to do so. By virtue of becoming a CONSULTANT as per your ACAA, you understand the restrictions set forth here and will comply with them.
Spamming is prohibited. Spamming includes, but is not necessarily limited to, the following: (a) Sending unsolicited e-mail messages that contain any e-mail or web addresses from your account to online users; (b) Posting messages that contain your service address in news groups that are unrelated to your products or service; (c) Creating false “from sources” in an e-mail message, or in a newsgroup posting with your services address, thereby giving the impression that the message originated from AZENEX or its network of CONSULTANTs; (d) Sending unsolicited e-mail to people that are not within your Sales Team or with whom you have no prior business or personal relationship.
10. Use of Name, Likeness, Image, and/or Testimonials for AZENEX Promotional Purposes
By entering into this ACAA, you authorize the lawful and unlimited use of your full name, likeness, image, voice, written comments, testimonials or other documentation in connection with marketing, publicizing, or otherwise promoting AZENEX products, marketing programs, opportunities, services, or promotional literature and supplies, without remuneration or other consideration being paid to you. You further consent to AZENEX’s publishing in any of its material, whether electronically or in hard copy, your name, photograph, city and state of residence, the commissions, bonuses, awards, prizes, and recognition you receive, and any other information AZENEX customarily publishes about Consultants, without remuneration being paid to you. Your testimonial or endorsement of AZENEX products or other personal participation is made of your own free will and you will not be paid any monetary sum for doing so.
11. Credit Card, Debit Card, ACH and Bank Draft Acceptance and Authorization
In order to place initial and future orders, you must supply AZENEX with a valid form of payment, which may include your credit card, debit card and/or your confidential bank account information (via your voided check) for AZENEX’s files exclusively for the purpose of paying for products, materials, sales aids, and/or services for your business. You hereby authorize AZENEX to charge your credit card or debit card for the amount of your orders or, where applicable, to deduct the amount of your orders by electronically transferring the funds (ACH transfer) from your bank account. You understand and agree that should you make a personal business decision to order products, literature, or other items from AZENEX on behalf of any other person by authorizing use of your Account or payment information, you accept all risks Consultant therewith and will be bound by the terms of this ACAA regardless of any decision or actions taken by the person you so authorize. You further agree to hold AZENEX harmless from any dispute either you or AZENEX may have with such person resulting from your business decisions and actions or those of the person.
If you fail to pay for products or other items ordered through AZENEX, you authorize AZENEX to withhold the appropriate amounts from your commission and bonus payments, and to debit or charge any debit or credit card or electronic checking accounts which you have provided to AZENEX. If payment isn’t made, AZENEX may, at its discretion, terminate or suspend your ACAA and future commissions and bonuses, and may place your Position on inactive status for an indeterminate period, in addition to any other remedies available to AZENEX.
12. Term and Termination
The term of this ACAA is one (1) year and will automatically renew on each anniversary date, unless earlier terminated by you or AZENEX. You may terminate your ACAA at any time and for any reason by providing written notice to AZENEX. Written requests for cancellation are considered effective when a valid request is received by AZENEX. Cancellation notices may be (a) emailed to: info@azenex.com. The written notice must bear your signature (unless sent via email from your email address on file), printed name, address, and AZENEX Account or ID number. AZENEX may also terminate your ACAA or Position at any time for any reason.
You must renew your ACAA annually by paying the applicable renewal fee of $50 USD, plus taxes, by the anniversary date of your enrollment (renewal date). If you fail to renew by the renewal date, whether intentionally or not, you may forfeit your Position, compensation and other benefits with your membership. Automatic Renewal Charge: As a convenience, if you are an Active Consultant and place an order with your personal credit card within ninety (90) days before your renewal date, AZENEX will automatically renew your ACAA by charging the applicable renewal fee (plus tax) to the same credit card, provided it is your current method of payment on file at the time the fee is charged. Renewal fees will be charged approximately 5-7 days prior to your renewal date. If you do not wish to participate in this automatic renewal, you may opt out by contacting Customer Care at info@azenex.com. (Fees are subject to change upon prior notice to you. You will have the opportunity to terminate your ACAA before any such fee change takes effect.)
If either you or AZENEX elect to not renew the ACAA, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as a Consultant. You shall not be eligible to sell AZENEX products and services nor shall you be eligible to receive commissions, bonuses, or other income resulting from the activities of your former Marketing Organization. In the event of a cancellation, termination, or non-renewal, you waive all rights you have, including but not limited to property rights, to your former Marketing Organization and to any bonuses, commissions, or other remuneration derived through the sales and other activities of your former Marketing Organization.
14 Product Satisfaction Guarantee
AZENEX provides a 15-day limited satisfaction guarantee whereby customers may request a credit or refund. Please note that when you, as a CONSULTANT, sell, deliver or transfer products in person, you are responsible for your customer’s satisfaction. If these personal customers are dissatisfied with a product, they must go through you for a replacement product or refund. Please refer to the AZENEX Return and Refund Policy (which may be found here or at AZENEX.com), which is incorporated herein by reference, for details and instructions. You may contact Customer Care at info@azenex.com during normal business hours with any questions.
15. Buy-Back (repurchase) Policy
AZENEX will buy-back (repurchase) from a CONSULTANT, at his/her written request, currently marketable products (previously purchased by the Consultant) in accordance with AZENEX’s Buy Back Policy or as may be required by applicable law. Terms and conditions apply. Please refer to the AZENEX Return and Refund/Buy-Back Policy for additional details.
16. Miscellaneous
You understand that federal or state agencies do not approve or endorse network marketing programs and you may not make any representations to the contrary.
You acknowledge and understand that the acceptance of this ACAA does not constitute the sale of a franchise or a distributorship, that there are no exclusive territories granted to anyone, that no franchise fees have been paid or collected, and that you are not acquiring any security interest.
You may not transfer, delegate or otherwise assign the ACAA or any portion of it or any right, privilege, authority, responsibility, duty, or obligation of such, without the prior written consent of AZENEX. Any attempt to so transfer, delegate or assign without prior written consent of AZENEX will be void ab initio, will be of no effect, and will be a breach of the Consultant Contract. AZENEX may transfer or assign the Consultant Contract and any or all of its rights or duties under the Consultant Contract at its sole discretion and without notice, consent, or acknowledgment.
Violation of any of the terms of the Consultant Contract or of any law may result in forfeiture of commissions, bonuses and/or other payments from AZENEX based on all or part of your Marketing Organization, cancellation of your ACAA, or other corrective action as deemed appropriate by AZENEX in its sole discretion, and as provided for in the Policies. Without limiting any of its rights or other remedies, if your Consultant Contract is terminated or cancelled by AZENEX (or by you) at any time for any reason, you will permanently lose and forfeit all rights as an AZENEX CONSULTANT, and you waive and forfeit all rights and claims to your Marketing Organization and to all commissions, bonuses and other payments.
You agree to hold harmless, indemnify, and release AZENEX, its shareholders, officers, directors, employees and agents from and against (a) any claims or liabilities arising from or relating to the operation or promotion of your AZENEX business and Position, and (b) any claims for consequential, special, punitive, or exemplary damages against AZENEX for any reason whatsoever. In addition, you agree to waive, (a) any claims or liabilities arising from or relating to the operation or promotion of your AZENEX business and Position, and (b) any claims you may have for consequential, special, punitive, or exemplary damages against AZENEX for any reason whatsoever.
You agree that any unresolved dispute will be resolved and settled in accordance with and pursuant to Policy 9.10 (Arbitration and Governing Law). In the event that a dispute or claim arising out of, or relating to the ACAA, is not subject to arbitration as set forth in said Policy 9.10, the laws of the state of California will govern, and the parties agree that proper jurisdiction and venue shall be in the state and federal courts of California. This ACAA shall be binding on the successors and assigns of both parties. In the event of a dispute for jurisdictional purposes, a Louisiana Consultant shall be entitled to file an adjudicatory claim or lawsuit in the jurisdiction of Louisiana and the governing law shall be Louisiana law.
The provisions of the Consultant Contract are severable. In the event that an arbitrator or court of competent jurisdiction determines any portion of the Consultant Contract is unenforceable in any respect, then it will enforce the rest of the Consultant Contract to the fullest extent permitted by law without affecting the enforceability of the remaining provisions.
No waiver of any default or breach of your Consultant Contract, or failure to enforce rights contained therein, will be considered a waiver by AZENEX of any subsequent default or breach of the same or any other provision.
This ACAA may be executed and submitted electronically in accordance with applicable law. The provisions of your Consultant Contract, including all documents incorporated herein by reference, embody the whole agreement between you and AZENEX and supersede any prior agreements, understandings and obligations between you and AZENEX concerning the subject matter hereof. You acknowledge that you have had the opportunity to have this ACAA, the Compensation Plan, and the Policies and any other AZENEX related material reviewed by legal counsel of your choice.
You understand and agree that AZENEX, in order to maintain a viable marketing system and for various other reasons, may make modifications to the ACAA, Policies, Guidance Documents, Compensation Plan, company literature, websites and web pages, sales aids and other materials and their prices, and products and product prices. You understand that you will be bound by such modifications immediately upon publication (or on the date specified in a Consultant notice from AZENEX or in the minimum amount of time required by applicable law, if any) in official AZENEX literature or upon the posting of the modifications or notice thereof to your Consultant Back Office. If you do not agree with such changes, your only remedy is to terminate your ACAA.
Contact Us
If you have any questions or concerns, please contact us at: INFO@AZENEX.com
AZENEX
CALIFORNIA USA