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This Independent Representative Agreement ("Agreement") is made and entered into by and between Professional Beauty Corporation, (hereinafter referred to either as "PBC", "PBC or PBNAlternative Healthcare Plan" or "Company") and you as an independent representative of PBC or PBN Alternative Healthcare Plan (AHP) and participant in its related network marketing plan (hereinafter referred an "Independent Representative"). This Agreement also includes other important agreements or documents that set forth terms, conditions and other representations including but not limited to the Compensation Plan, which is published on the PBC and Alternative Healthcare Plan Internet web site and is incorporated herein by reference. As part of becoming an Independent Representative of PBC and Alternative Healthcare Plan, you agree that you willingly accept all the terms and conditions of this Agreement. Please read the following information carefully. Professional Beauty Corporation may revise this Agreement from time to time without prior notice. You should visit this page periodically to review this Agreement, because the Agreement is binding on you. This Agreement also incorporates by reference other important agreements or documents that set forth terms, conditions and other representations relating to your becoming and remaining an Independent Representative of Professional Beauty Network including but not limited to the Compensation Plan, which is published on the Alternative Healthcare Plan Internet web site. AS AN INDEPENDENT REPRESENTATIVE, YOU HAVE A RIGHT TO CANCEL THIS AGREEMENT AT ANY TIME, REGARDLESS OF REASON. IF YOU WISH TO CANCEL THIS AGREEMENT, YOU MUST SEND AN E-MAIL TO support@pbebs.com. As an Independent Representative of the Company, you make the following representations: 1) Your sponsor has informed you that pursuant to Alternative Healthcare Plan's 100% retail sales policy, no fee or consumer purchase is required or is a means by which to become a commissionable PBC or Alternative Healthcare Plan Independent Representative. 2) You are of legal age in the state of your residency. You agree that you are an independent contractor, responsible for determining your own business activities and not an agent, employee or legal representative of the Company. You will not represent in any manner that you are an agent, employee or legal representative of the Company. You are responsible for the payment of all federal and state self-employment taxes and any other tax required under any federal, state, or regulatory taxing agency. 3) This position does not constitute the sale of a franchise or the sale of an Independent Representative position, and no fee or consumer purchase has been required of you for your becoming an Independent Representative. 4) In presenting PBN/Alternative Healthcare Plan consumer products and informing others about the opportunity to become an PBN/Alternative Healthcare Plan Independent Representative, you agree that such presentations and related information shall be strictly conveyed in accordance with the following guidelines, and that you will be terminated as an Independent Representative if you fail to abide by the following: a) In each presentation regarding the Independent Representative position, you will directly inform the prospect that no fee or consumer purchase is required or is a means to become a commissionable PBN/Alternative Healthcare Plan Independent Representative. b) Except as provided in Section 12 herein, Independent Representatives will only use sales materials provided by PBN and Alternative Healthcare Plan. 5) In order to maintain a viable marketing program and to comply with changes in federal, state, or local laws in economic conditions, Professional Beauty Corporation may provide additional or modified policies and procedures for Independent Representatives from time to time, as well as modifications to its Independent Representative Compensation Plan ("Compensation Plan"). Such policies and procedures and Compensation Plan modifications, and all changes thereto, shall become a binding part of this Agreement upon publication on the official PBN/Alternative Healthcare Plan Internet website located at www.pbahp.com. 6) You understand that no attorney general or other regulatory authority has reviewed, endorsed, or approved any product, compensation program or this Company, and you will make no such claim to others. 7) You understand that your Independent Representative position can be inherited or bequeathed, but cannot be transferred or assigned during your lifetime without prior written consent of the Company which consent will not be unreasonably withheld. Failure to remain an eligible Independent Representative shall result in automatic suspension of your Independent Representative status and in such event, Company may elect to terminate this Agreement immediately upon written notice to you (see continuing eligibility requirements described in section 8. below). 8) Unless sooner terminated as set forth herein, this Agreement shall commence on the date on which you accept the terms of this Agreement and shall remain in effect for a period of one (1) year (the "Term"). Professional Beauty Corporation may require annual or other periodic renewal of this Agreement and may charge renewal fees after the initial Term of this Agreement. 9) Professional Beauty Corporation expressly reserves the right to terminate this Agreement upon thirty (30) days written notice in the event that it elects to: (1) cease business operations; (2) dissolve as a corporate entity; or (3) terminate network marketing/multi-level marketing/direct selling methods. Further, Company has the right to terminate this Agreement at its sole election, for any reason, upon thirty (30) days written notice to you. You understand that you have the right to cancel at any time, regardless of reason. In order to cancel, you must send an email indicating such cancellation to support@pbebs.com. Ongoing eligibility requirements are outlined in the Compensation Plan, which is published on the PBN/Alternative Healthcare Plan Internet web site and is incorporated herein by reference. You understand that the Company will pay all compensation earned by you up to and including any termination, cancellation or suspension date of this Agreement. You understand that Company will not pay compensation in arrears for periods during your ineligibility. 10) You understand that your marketing and promotion of PBN/Alternative Healthcare Plan, its products and services, the PBN/Alternative Healthcare Plan opportunity, and the marketing and Compensation Plan shall be consistent with the public interest, avoiding all discourteous, deceptive, misleading, unethical or immoral conduct or practices. 11) You acknowledge that Professional Beauty Corporation reserves the right to offer and/or sell its consumer products directly to the public or to resellers using marketing and sales channels other than this network marketing program. 12) You understand that all sales materials produced by Professional Beauty Corporation have been developed to be fair and to comply with the legal requirements of state and federal laws. You further understand and agree that as an Independent Representative of Professional Beauty Corporation; a) You have the right to make copies of the sales materials for your personal use. b) You have the right to post copies of the sales materials on your personal website ("Third Party Website"). c) You have the right to create links into the Professional Beauty Network site from your Third Party Website, provided that clicking the link either replaces your Third Party Website in entirety with the Professional Beauty Network materials linked to or places the PBN/Alternative Healthcare Plan materials linked to in a window by themselves. You understand that this means specifically that you may not link any portion of the PBN/Alternative Healthcare Plan site into a framed or similarly contained portion of your Third Party Website. d) It is your responsibility to keep any copied material up to date. You understand that Professional Beauty Corporation is not responsible to notify you of any revisions to the sales materials (such revisions are indicated at the PBN/Alternative Healthcare Plan website). e) You have the right to reproduce testimonials taken from Professional Beauty Corporation materials in a written, email, website or other fashion. f) No Internet links to the PBN/Alternative Healthcare Plan website, other than those that comply with the provisions of this Agreement, shall be undertaken. g) You have the right to copy any portion of a page from the PBN/Alternative Healthcare Plan website and post it on your Third Party Website, ONLY if the following disclaimer is visible and readable alongside the copied portion of the web page; "THIS IS NOT THE PBN/ALTERNATIVE HEALTHCARE PLAN WEBSITE AND PBN/ALTERNATIVE HEALTHCARE PLAN IS NOT RESPONSIBLE FOR THE CONTENT, CREATION, REPRESENTATIONS OR MAINTENANCE OF THIS SITE." h) No representations, other than that as an Independent Representative of Professional Beauty Corporation, including but not limited to corporate association, partnership, Compensation Plan examples or income possibilities, may be used or made in any way, including but not limited to chat rooms, Third Party Websites, or testimonials. i) You have the right to register the term "Alternative Healthcare Plan Rep", "Alternative Healthcare Plan Representative", "Alternative Healthcare Plan Independent Rep", and "Alternative Healthcare Plan Independent Representative" with search engines on the Internet. You have the right to register the term "Alternative Healthcare Plan" provided that your Third Party Website properly communicates the trademarked status of the Alternative Healthcare Plan trade name. You have the further right to add your status as an Independent Representative (example: Director, Senior Director, etc.), as long as you do NOT misrepresent that status. Other search engine registrations may be made, as long as they comply with the terms of this Agreement. j) You have the right to make postings in chat rooms as long as the content of the postings complies with the terms and conditions of this Agreement. k) You acknowledge and certify that you have read, understand and comply with the Direct Selling Association Code of Ethics (available for review at http://www.dsa.org/ethics). 13) You will not use or transmit unsolicited emails or faxes, mass e-mail distribution or "spamming" in order to promote Professional Beauty Corporation, its products, compensation plan or any other aspect of the Company. These restrictions do not include an email or fax: (a) to any person with that person’s prior express invitation or permission; or (b) to any person with whom you have an established personal or business relationship. 14) You will not promote your Independent Representative business nor use the Company name, or the trade names, logos, sales materials, trademarks or service marks of Alternative Healthcare Plan, except in materials provided by the Company, or in a manner that properly communicates the trademark status of the PBN/Alternative Healthcare Plan trade name. I understand that unauthorized use or duplication of trademarks or copyrighted materials is a violation of federal and state law. 15) You understand that you may not use or register or attempt to register any of Professional Beauty Corporation's product names, service marks, service names, trademarks, trade names, the Company's name, or any derivative thereof, for any Internet domain name or into any electronic email address. You further understand that as an Independent Representative, you may not; (i) register a domain name or URL that contains the word "Alternative Healthcare Plan" (example: myalternativehealthcare plan.com or alternativehealthcareplan4U.com); and, (ii) register a domain name or URL that contains a misspelled version of the word "Alternative Healthcare Plan" (example: alternativehealthpln.com or alternativehealthplans.com). 16) You shall not respond to media inquiries regarding PBN or Alternative Healthcare Plan, its products or services, or its independent Alternative Healthcare Plan business without the express written consent and permission of Professional Beauty Network. You understand that all inquiries by any type of media must be immediately referred to Professional Beauty Corporation's Representative Support Department at Postmaster@probeautycorp.com. You understand that this policy is designed to assure that accurate and consistent information is provided to the public. 17) You are solely responsible for supervising and supporting any and all Independent Representatives you sponsor into the program and in your commissionable down line. You agree to maintain monthly communication and support to those Independent Representatives in your commissionable down line by way of any of the following, or combination thereof: personal contact, telephone communication, written communication including frontline messaging, e- mail and attendance at Independent Representative meetings. 18) You understand that Professional Beauty Network provides the following support to its Independent Representatives: (i) Professional Beauty Corporation will maintain your downline organization and its sales for review and reporting purposes to Independent Representative on the Alternative Healthcare Plan website; (ii) Professional Beauty Network will provide sales aids; and (iii) Professional Beauty Network will provide payment of commissions and bonuses pursuant to the Compensation Plan as published on the PBN/Alternative Healthcare Plan Internet web site and incorporated herein by reference. You further understand that despite Professional Beauty Corporation's best efforts, at times the information posted on the PBN/Alternative Healthcare Plan website may not be up to date and may not reflect the accurate, up to the minute status of your organization and sales. 19) Commission and bonus payments: a) You understand that commissions and bonuses will be paid out only if the gross payout amount is greater than $25.00. You understand that if payouts do not exceed these levels, then payment will be deferred until such time as they meet or exceed these payment levels. b) You understand that commissions and bonuses will be paid to you no later than thirty (30) days after the end of each Performance Period (Performance Periods are set at one week intervals) via electronic funds transfer or checks by USPS. You understand that such payments are subject to your keeping a valid electronic funds transfer account and making such account available to Company or making sure that your mailing address is kept up-to-date in the Company files. You understand that payouts are planned for every week, but no assurances or guarantees are made by the Company regarding the timing of payouts inside of thirty (30) days. You understand that if the Company incurs any delay in payment processing or EFT transfer errors due to Independent Representative’s bank account, the Company is not responsible for late or missed payments. c) You understand that you will be charged a payment processing fee for each compensation payment made to you hereunder. You understand that this payment processing fee will be 8% of the payout amount up to $30.00 and $3.00 total for any payout amounts over $30.00. You understand that the Company reserves the right to change these processing fees in its sole discretion. 20) You will not make false or misleading statements about PBN/Alternative Healthcare Plan consumer products or the Independent Representative position. You understand that display of commission information and the making of income projections to prospective Independent Representatives are prohibited. 21) You understand that Independent Representatives in the same household or business (10 or fewer employees) shall have the same sponsor. An Independent Representative may not have an ownership interest in or receive commissions from more than one Independent Representative position. Change of your original sponsor is not permitted. Independent Representative and subscriber lists and names are owned by Company and may never be used for any commercial purpose without prior written consent of Company. During the active Term(s) of this Agreement and for one hundred eighty (180) days thereafter, you shall not, directly or indirectly, solicit Independent Representatives or subscribers of PBN/Alternative Healthcare Plan to other network marketing organizations, except as to those Independent Representatives and subscribers personally sponsored by you. 22) You understand that if this Agreement is cancelled or terminated for any reason, you cannot re-enter into an Independent Representative Agreement with the Company for a minimum period of six (6) months from the termination or cancellation date without the prior written consent of Company. 23) You understand that this Agreement is governed by the laws of California. The parties agree that any claim, dispute or other difference between them shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at Los Angeles, California. 24) You agree that as an Independent Representative, you are an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of Professional Beauty Network. You are not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, or in the name of PBN or Alternative Healthcare Plan. You understand that you will control the manner and means by which you operate your Independent Representative organization, subject to your compliance with this Agreement and the Compensation Plan (incorporated herein by reference). You agree that you will be solely responsible for paying all expenses incurred by you, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. 25) You understand that you shall not be treated as an employee of Professional Beauty Network for federal or state tax purposes. PBN is not responsible for federal or state tax withholding, and shall not withhold or deduct from your commissions and/or bonuses, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. Under penalties of perjury, you certify that: a) You are submitting your correct Social Security Number or Employer Identification Number (both collectively referred to as "Taxpayer Identification Number" or "TIN"), and b) You are not subject to backup withholding because: (i) you are exempt from backup withholding, or (ii) you have not been notified by the Internal Revenue Service (IRS) that you are subject to backup withholding as a result of a failure to report all interest and dividends, or (iii) the IRS has notified you that you are no longer subject to backup withholding, and c) You are a U.S. resident (including a U.S. resident alien). If federal or State tax withholding becomes legally required for you, you will contact Professional Beauty Network immediately at support@pbebs.com. 26) You agree, and hereby subscribe, to receive marketing communications and related correspondence via email at the email address provided to the Professional Beauty Network; provided, however, that you shall have the ability to unsubscribe from such communications by sending an email to support@pbebs.com. 27) You understand that you do not have the ability to unsubscribe from legal or account specific communications sent by the Professional Beauty Corporation. 28) You agree to share your e-mail address and name with your entire upline unless you provide notice via e-mail to the contrary to Professional Beauty Corporation at support@probeautycorp.com. 29) You understand that you cannot buy PBC consumer products from your own PBC Independent Representative referral code, but must do so under the referral code of your sponsor. 30) You agree to protect, defend, indemnify and hold Professional Beauty Corporation, its agents, shareholders, employees, officers, directors, subsidiaries and affiliates, successors and assigns (individually, an "Indemnified Party", collectively, the "Indemnified Parties"), harmless from and against any and all third party claims, lawsuits, demands, actions, liabilities, losses, damages and expenses (including but not limited to the amount of any court costs and legal fees) (collectively, "Claims") arising out of or resulting from (i) your breach of this Agreement, (ii) the use by you of the Company’s products and/or materials in a manner not specifically permitted by this Agreement, (iii) Claims involving improper labeling or advertising of the Company’s products and services by you, or (iv) Claims that trademarks and/or materials that you use in association with your position as an Independent Representative, with the exception of any trademarks and materials supplied to you by the Company, infringe the rights of third parties. The Company shall notify you promptly in writing of a Claim for which it may seek indemnification from you under this Section 30. The Indemnified Party shall have the right to participate in the defense of the Claim through counsel of its selection at its own expense. Professional Beauty Corporation shall have the right at all times, in its sole discretion, to control the defense of the Claim, and no Claim shall be settled without Professional Beauty Corporation's prior consent. 31) Except only as otherwise required by law, you agree to keep confidential and not disclose to any third party, without the prior written consent of the Company, (i) the terms and provisions of this Agreement and (ii) the trade secrets or financial, marketing or other business information of or concerning the Company. Such confidential information may be disclosed if such disclosure is required by a court of law or government authority in connection with any suit, action or other dispute related to this Agreement, but only to the extent necessary to comply with such compelled disclosure, and after reasonable notice thereof to enable the Company to apply for an appropriate protective order. 32) All written notices to you referenced herein shall be sent by the Company via U.S. Registered or Certified Mail, postage prepaid, return- receipt requested, or delivered by courier company, prepaid, to the address provided by you at the time of your registration or as updated in your Personal Information Manager when you are logged into the Service. 33) If any provision of this Agreement should be determined by a court of competent jurisdiction to be void or in any measure unenforceable, the parties intend that such determination shall amend or modify this Agreement by eliminating or modifying only those provisions affected by the determination. BY PROCEEDING FORWARD FROM THIS POINT AND CLICKING THE "I AGREE" BUTTON DURING THE REGISTRATION PROCESS, YOU ACKNOWLEDGE YOU HAVE REVIEWED, AND YOU AGREE TO ABIDE BY, THE TERMS OF THIS AGREEMENT, THE COMPENSATION PLAN, WHICH IS PUBLISHED ON THE PBN/ALTERNATIVE HEALTHCARE PLAN INTERNET WEB SITE AND IS INCORPORATED HEREIN BY REFERENCE AND THE DIRECT SALES ASSOCIATIONS (DSA) CODE OF ETHICS WHICH CAN BE FOUND AT WWW.DSA.ORG/ETHICS, JUST AS THOUGH YOU HAD SIGNED IT PERSONALLY AND YOU WAIVE ANY RIGHT TO ASSERT A CLAIM THAT YOUR SIGNATURE AND ACCEPTANCE OF THESE TERMS ARE UNENFORCEABLE BECAUSE YOU ENTERED INTO THIS AGREEMENT ELECTRONICALLY. BY PROCEEDING FORWARD FROM THE POINT, THIS AGREEMENT SHALL BE CONSIDERED IN EFFECT AND SHALL BE CONSIDERED TO HAVE BEEN RECEIVED AND ACCEPTED BY PROFESSIONAL BEAUTY CORPORATION IN CYPRESS, CALIFORNIA. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, PLEASE DISCONTINUE YOUR USE OF THIS WEB PAGE AND THE COMPANY’S INDEPENDENT REPRESENTATIVE PROGRAM BY CLICKING THE "I DECLINE" BUTTON DURING THE REGISTRATION PROCESS. YOU WILL THEN BE RETURNED TO THE HOME PAGE OF THE SITE. This document last updated on April 30, 2004, Version 3.2 by: |
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