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Terms of Service*	INDEPENDENT MARKETING REPRESENTATIVE AGREEMENT (AGENT) This Independent Marketing Representative (Agent) Agreement (the "Agreement") is made and entered by and between Idealw84u, a Georgia limited liability company, maintaining its principal place of business in the State of Georgia, United States ("Seller"), and the applicant, now called for the purposes of this document, ("Representative"). (Online known as Agent) WITNESSETH:WHEREAS, Seller markets and sells certain dietary supplement products ("Products") intended for use in connection with weight loss programs;WHEREAS, Representative will market these various manufactured products, including dietary supplement products;WHEREAS, Representative is willing to act as a independent marketing representative on behalf of Seller with respect to the Products, subject to the terms and conditions set forth below: NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, Seller and Representative agree as follows: 1. Appointment and Representative's Business. 1. Seller appoints Representative as an independent marketing representative for the awareness of Products (as shown on the Idealw84u websites) in connection with the normal operation of its activities and/or business ("Representative's Business"). In exchange for the compensation specified in this Agreement, Representative agrees to serve in that capacity and to perform the duties and responsibilities set forth in this Agreement. 2. Representative acknowledges and agrees that Seller reserves the right to market, sell and distribute its Products in any geographic area, including Representative's Business (1) directly to customers or (2) indirectly to customers by or through one or more distributors or other marketing agents or sales agents or representatives. As such, Representative is not the exclusive Representative or agent of Seller. Representative shall retain the right to perform work for others during the term of this Agreement 3. Representative further acknowledges and agrees that Seller reserves the right to market, sell and distribute its Products to House Accounts (as defined below). As used herein, "House Accounts" shall mean any current or prospective customer that Seller, in its sole discretion, elects to sell Products directly or by or through its authorized distributors. 4. Seller shall have the right, in its sole discretion, to add or remove customers as House Accounts by providing written notice to Representative, which notice shall be effective as of the date of delivery to Representative. 2. Products. 1. As used herein, the term "Products" shall mean those products marketed and sold by Seller in the ordinary course of business during the Term of this Agreement, as determined by Seller and set forth and subject to change daily as noted on its website. 2. Seller reserves the right to add or remove products from its website product list, or to remove Representative's authority to market the product list in its sole discretion. 3. Notwithstanding anything to the contrary in the foregoing, Seller reserves the right, in its sole discretion, without prior notice and without liability, to modify, alter, improve, change the design and/or specifications, add to as well as discontinue the sale of any or all of the Products. Further, Seller reserves the right to substitute for the Products any products manufactured wholly or partially by others of substantially the same quality. 3. Independent Contractor Relationship. 1. The relationship of Representative to Seller is that of an independent contractor, and under no circumstances shall Representative be or be deemed to be a partner, joint venturer or employee of Seller. Representative shall determine the manner and method by which it performs its services under this Agreement. 2. All employees, representatives, and/or agents used by Representative shall be deemed to be exclusively Representative's employees, representatives or agents, as the case may be, and the entire management, direction and control of all such employees, representatives and agents shall be entirely vested in Representative. 3. Neither Representative nor its employees, agents or representatives will be entitled or have any right to (1) make a claim for unemployment, worker's compensation, or disability pursuant to this Agreement or as a result of Representative's relationship with Seller, or (2) receive any vacation, health, retirement or other benefits pursuant to this Agreement or Representative's relationship with Seller. 4. Responsibilities of Representative. Representative agrees, at its own cost and expense, as follows: 1. To market and promote the sale of the Products listed on the Idealw84u website(s). 2. To promptly provide Seller with copies of all notices, brochures or other written communications issued by it to its contacts of these products. 3. Representative shall be responsible for and comply in all respects with all laws, rules and regulations relating to the payment and withholding of taxes and assessments with respect to compensation paid to Representative or wages paid to its employees who perform services under this Agreement. Without limiting the generality of the foregoing, Seller shall have no obligation to (1) withhold pension, welfare, benefit, health or similar taxes or assessments from its payments to Representative, (2) make U.S. federal, state or local unemployment insurance contributions on behalf of Representative or its employees, or (3) withhold U.S. federal, state or local income taxes from its payments to Representative. 4. To not publish or permit to be published by testimonials, photographs or statements of any person concerning Seller or the Products without first obtaining the written consent of Seller. 5. To comply, at its sole cost and expense, with all laws, statutes, ordinances and regulations now or hereafter in effect in connection with the conduct of Representative's business and promotion of the online Products. 6. To take no action which could have an adverse effect on the name or public image of Seller. 7. To comply with all applicable laws, rules, regulations and standards in the marketing of Products, and refrain from engaging in any deceptive or unethical trade practices, or in any act which might harm the reputation of Seller or its Products. 5. Limitations on Authority of Representative. 1. Representative has no authority to commit Seller in any matter, cause or undertaking whatsoever, without the written consent of Seller, and similarly, Seller has no authority to commit Representative to any matter, cause or undertaking whatsoever without the prior written consent of Representative. 2. Representative has no authority to vary, alter, increase or limit orders or agreements of sale, to make representations, warranties or guarantees, to make allowances or adjustments in accounts or to authorize return of Products not specifically authorized in writing by Seller. 6. Limitations on Duties of Seller. 1. Seller's duties shall be limited to a reasonable level (as determined by Seller in its sole discretion) of support and assistance for Representative in the performance of its duties under this Agreement. 7. Prices, Terms & Conditions. 1. Representative agrees to the prices and upon the terms and conditions established by Seller. Seller's current price list is online. Seller reserves the right to increase or decrease such prices at any time during the Term of this Agreement8. Commissions. 1. Seller agrees to pay, and Representative agrees to accept, as Representative's entire compensation for its services under this Agreement, compensation (the "Commission") as set forth in Appendix A. 2. "Net Sales Price" shall mean the net cash revenues received by Seller from those Representative Referred to idealw84u website using Representatives unique website link, as the case may be, after the deduction of (1) all discounts, advertising or similar allowances, (2) shipping costs, (3) all federal, state or local taxes (including sales and use taxes, value-added or other applicable taxes), but excluding income taxes payable by Seller, (4) C.O.D. charges, rates and allowances, (5) insurance charges, and (6) other similar charges, costs or expenses paid or payable by Seller to any third party. 3. "Representative Sales" shall mean sales of Products of those referred to Sellers website directly from agents homepage link to idealw84u website and according to Sellers sole discretion. 4. Notwithstanding anything to the contrary in this Agreement, no Commission shall be due or payable to Representative unless and until Seller has received full payment from the customer who ordered. 5. Seller agrees to use commercially reasonable efforts to collect all amounts due from Representative referred Sales; provided, however, that this Agreement shall not obligate Seller to institute collection proceedings or litigation or, if instituted, to prosecute the same to a final resolution, and Representative agrees that any and all compromises or settlements entered into by Seller with respect to past due or unpaid accounts shall be final binding, conclusive and non-appealable as to Representative. 6. Notwithstanding anything to the contrary in this Agreement, no Commission shall be due or payable to Representative with respect to sales of Products to House Accounts. 7. Seller shall maintain on its books and records a commission account for Representative, which account will be (1) credited for all Commissions due and payable under this Section 8 to Representative, and (2) debited for all Commissions previously paid to Representative arising from sales of Products rejected or returned by any customer at any time, regardless of reason, and (3) debited for all commission payments made to Representative. 8. At all times, Seller shall be entitled to set off against Commissions due Representative. 9. On or before the 25th day of each calendar month during the Term of this Agreement, Seller shall provide Representative with an account of all activity in Representative's commission account, including reasonable detail as to Representative Referred Sales and the Net Sales Price and Commission calculations related thereto. 10. Seller shall pay any Commissions due and payable to Representative on or before the 25th day of the calendar month following the month in which the Commission accrues under the terms of this Agreement. 9. Duration of Agreement and Termination. 1. This Agreement shall commence on the date specified on Appendix A and shall continue in force for a fixed term of one (1) year, unless earlier terminated or extended as set forth below (the "Term"). Unless either party notifies the other in writing not less than thirty (30) days prior to the expiration of the then-current Term (whether initial or extended), the Term of this Agreement shall be, and hereby is, automatically extended for an unlimited number of successive one year periods. 2. Either party may terminate this Agreement, with or without cause, upon giving thirty days (30) days written notice. 3. This Agreement may be terminated by Seller following any breach by Representative of its obligations under this Agreement and, in such case, termination shall be effective immediately upon written notice of termination from Seller. 4. Following the effective date of any termination of this Agreement: 1. Representative shall, for a period of thirty days (30) days following the day of the notice of the termination of this Agreement, cooperate with and render all reasonable assistance to Seller and the person or persons designated by Seller as Representative in the Representative's Business. 2. Seller shall pay all Commissions which are otherwise due under this Agreement to Representative with respect to Products shipped at any time during the thirty (30) day period following the effective date of termination. 3. Any debit balance in Representative's commission account shall be immediately due and payable, and Representative shall immediately pay such amounts to Seller. 4. Representative shall immediately cease to describe itself as a representative of Seller and the Products. 5. Representative shall not have proprietary right to or interest in customers or names of customers developed by Representative in the Representative's Business and shall have no right to be paid therefor. 10. Non-Disclosure Agreement. 1. Representative shall not, at any time or in any manner, either directly or indirectly, (a) use any Confidential Information (as defined below) for his, her or its own purposes, except as expressly provided in subsection B. below, or (b) disclose, divulge or communicate any Confidential Information to any third party, firm or corporation, except as permitted in subsection B. below. 2. Representative may disclose Confidential Information to a third party only if (a) necessary or expedient for Representative's performance of its duties under this Agreement, provided that each such third party first executes Seller's written Non-Disclosure Agreement, (b) to its officers, directors, employees, agents and professional consultants who need to know such Confidential Information for purposes of Representative's performance of its duties hereunder, provided that each such person is bound by Seller's written Non-Disclosure Agreement, or (c) required by law (provided that Representative shall first advise Seller as soon as practicable, and in all cases prior to disclosure, and cooperate and assist Seller, at Seller's cost and expense, if Seller seeks a protective order or other relief from such disclosure requirements). 3. "Confidential Information" shall mean confidential, proprietary or trade secret information, data, or materials provided by Seller to Representative, regardless of whether provided in writing or verbally and regardless of whether marked as confidential or proprietary, related to the business conducted or reasonably proposed to be conducted by Seller ("Business") including: (a) financial or business information, business plans, contract proposals, marketing information, customer or distributor lists (including names and addresses and related information with respect to both established and prospective customers); and (b) ideas, inventions, innovations, discoveries, designs, photographs, models, illustrations, drawings, prints, replacements, improvements, enhancements, modifications, or derivatives, regardless of whether or not registerable or protectable under patent, copyright, trade secret or other intellectual property laws, with respect to any program, product, process, formula or apparatus, produced or used in or arising out of or in any way relating to Seller's Business, including but not limited to, technical data, formulas, software programs, and applications. 4. Notwithstanding anything to the contrary in the foregoing, "Confidential Information" shall not include information that Representative can establish by clear and convincing written evidence: (1) was rightfully in Representative's possession before receipt from Seller; (2) is or became available to the public through no fault of Representative; (3) is received rightfully and in good faith by Representative from a third party, without any wrongful activity by such third party, and without any obligation of confidentiality owed to the third party; or (4) is independently developed by Representative without reference of Confidential Information received hereunder. 5. Representative agrees that at all times during the Term, and at all times thereafter, the Confidential Information shall remain the property of the Seller and Representative agrees to: (a) safeguard the Confidential Information with at least the highest degree of care taken to protect its own confidential or proprietary information; (b) use at least reasonable means to preserve the proprietary trade secret nature of the Confidential Information; (c) not use the Confidential Information for its own purposes (except as permitted under subsection B. above) and not use or disclose the Confidential Information for the use or benefit of any third party (except as expressly permitted hereunder); and (d) not take any action inconsistent with or detrimental to the Seller's proprietary rights in and to the Confidential Information. 11. Intellectual Property Rights. 1. Representative unconditionally and absolutely stipulates and agrees that Seller is the sole owner of all rights, titles and interests in and to its Intellectual Property Rights. Nothing contained herein shall be deemed, construed or interpreted as a grant, transfer or conveyance to Representative or any third party, expressly or by inference, of any right, title or interest in, or license or right to use, any, all or any portions of Intellectual Property. 2. As used herein, the term "Intellectual Property Rights" shall mean all of Seller's right, title and interest in and to: (a) patents, patent applications, patent or invention disclosures, provisional patent applications and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, registrations and applications for registrations, (b) trademarks, service marks, common law trademarks and service marks, trade dress, logos, trade names and corporate names and registrations and applications for registration thereof, (c) copyrightable works, copyrights and registrations and applications for registration thereof, (d) mask works and registrations and applications for registration thereof, (e) computer software, databases and documentation, (f) Confidential Information; and (g) other proprietary rights relating to any of the foregoing (including protection of interest therein under the laws of all jurisdictions). 3. With respect to any and all trademarks, trade names, tradedress or similar rights made, authored, conceived, or reduced to writing or other medium (including electronic media and electronic storage devices) or otherwise used in connection with or related to Seller's Products, whether now existing or whether created in the future, regardless of whether registerable or protectable under federal or state trademark or similar laws, Representative shall at all times (including on all advertisements, promotional materials, labels, invoices, etc.) identify the Products by the trademarks designated by Seller, in each case without any additional marks which might tend to confuse consumers as to the source and origin of the Products. 12. Remedies for Breach. Representative agrees and acknowledges that Seller's Confidential Information and Intellectual Property Rights are each important, material and confidential to Seller and that substantial and irreparable injury will result from, and money damages would not be a sufficient remedy for, any breach of this Agreement by Representative or its agents and that in the event of any such breach of this Agreement, Seller shall be entitled to injunctive relief, as well as any other remedies available at law or in equity (all of which shall be cumulative and not exclusive), without (and Representative hereby waives) any requirement that the Seller prove actual damages, intentional, reckless or malicious conduct, or that the Seller post a bond or other security in connection therewith. 13. Survival of Certain Provisions. The provisions of Sections 7, 8.D., 9, 10 and 11 shall survive any termination or expiration of this Agreement and continue in full force and effect. 14. Force Majeure. Neither party shall be liable to the other for any failure to perform or delay in the performance of its obligations hereunder if such failure is due to fire, flood, strike, work stoppage, governmental regulations against sale of products, accident, war, act of God or any other cause beyond the control of the party failing to perform. 15. Waiver. No modification of this Agreement, and no waiver of either party's rights or remedies under this Agreement, shall be valid and enforceable unless set forth in a written agreement signed by both parties. The failure of either party to enforce at any time, or for any period of time, the provisions of this Agreement, shall not be construed as a waiver of such provisions or of the right of such party thereafter to enforce each and every such provision. 16. Waiver of Certain Legal Rights. The parties specifically intend and agree that this Agreement shall constitute the entire agreement between the parties, as provided in Section 21 below. Accordingly, to the extent permitted by applicable law, Representative shall, and hereby does, waive and relinquish any and all procedural, substantive or other rights or remedies existing or arising in favor of Representative with respect to the subject matter of this Agreement under any applicable statute, law, rule, regulation or any interpretation thereof by any court or tribunal of competent jurisdiction (such as, but not limited to, restrictions on termination, notices, waiting periods, repurchase or reimbursement obligations, etc.). 17. Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when emailed or mailed by registered or certified mail, postage prepaid: If to Seller, to: Idealw84u, LLC, 312 Crosstown Road, Suite 201, Peachtree City, GA 30269If to Representative, to the address set forth on your online application. 18. Assignment. This Agreement may be assigned by Seller in its sole and absolute discretion. This Agreement may not be assigned by Representative without the prior written consent of the Seller, which shall not be unreasonably withheld, conditioned or delayed. It is agreed that Representative shall not have the right to assign commissions, but all commissions properly due shall inure to the benefit of Representative's legal successors. Any assignment or attempted assignment of this Agreement without the prior written consent of Seller shall be null and void ab initio. 19. Controlling Law; Venue. 1. Representative and Seller agree that the validity, construction and performance of this Agreement shall be governed by the laws of the State of Georgia (excluding any of its conflict of laws principles jurisprudence which might refer to the substantive laws of any other jurisdiction). 2. If any of the provisions of this Agreement shall be found to contravene any binding law or governmental regulation, it is agreed that the invalidity, unenforceability or illegality of such provision should not invalidate the whole of this Agreement, but this Agreement shall be construed as if it did not contain the provision or provisions (or portions thereof) found to be invalid in the particular jurisdiction concerned, and the rights and obligations of the parties hereto shall be construed and enforced accordingly. 20. Interpretation. This Agreement shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against either party and ambiguities, if any shall arise during the performance of this Agreement, shall not be interpreted against the drafting party. In interpreting this Agreement, the word "or" shall not be construed as exclusive, and the word "including" shall not be construed as limiting. The headings herein are for reference only and shall not define or limit the provisions hereof. 21. Disputes. 1. All claims, controversies or disputes concerning questions of fact or law arising out of or relating to this Agreement, shall be decided by the authorized representative of Seller. The decision of Seller shall be final, binding and conclusive as to Representative unless, within thirty (30) days from the date of notification of Seller's decision, Representative notifies Seller that Representative requests arbitration. Arbitration shall be the sole and exclusive forum for resolution of any and all claims, controversies or disputes concerning questions of fact or law arising out of or relating to this Agreement. 2. Arbitration shall be conducted in accordance with the rules of the American Arbitration Association and shall be held in the State of Georgia. Cost and expenses of arbitration shall be borne equally by the parties unless otherwise provided by the arbitrator. The arbitrator shall apply the law of the State of Georgia. The decision of the arbitrator shall be final and conclusive upon the parties unless determined by a court of competent jurisdiction to be fraudulent, capricious, arbitrary or so grossly erroneous as necessarily to imply bad faith. 22. Prior Understandings and Agreements. All prior or contemporaneous understandings, agreements, negotiations and letters of intent made between the parties hereto with respect to the subject matter hereof are merged into Agreement, which alone fully and completely expresses the entire agreement of the parties. IN WITNESS WHEREOF, the parties have hereto caused this Independent Sales Representative Agreement to be executed by a duly authorized officer and by clicking to accept this agreement have electronically affixed their signature in agreement to this relationship as above. AttachmentsAppendix A Commission ScheduleSELLERINDEPENDENT SALES REPRESENTATIVE AGREEMENTAPPENDIX A Commission ScheduleRepresentative's Commission shall be as set forth below, subject to the terms and conditions of Section 8 of the Agreement.System sell through website - Representative's commission is 30 % of your personal agent link sales to our website.
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