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Business Owner Terms
and Conditions |
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1. |
I understand
that as a Business Owner of eCosway.com Sdn Bhd (509213-A),
a company incorporated under the law of Malaysia (hereinafter
referred to as "eCosway" or "Company"), I shall have the following
rights and responsibilities:
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a.
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I
have the right to purchase and retail merchandise in accordance
with these Terms and Conditions and the Policies and Procedures
set out by the Company;
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b.
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I have the
right to introduce and enroll Business Owners and/or Shoppers
into eCosway or eCosway website;
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c.
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I shall assist,
train, and motivate any and all the Business Owners under me in
my business network;
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d.
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I
will comply with all national, federal, provincial, state, territorial,
county, local, and municipal laws, ordinances, rules, and regulations,
and shall make all declarations and remit all withholdings or
other deductions as may be required by any national, federal,
provincial, state, territorial, county, local, and municipal laws,
ordinances, rules or regulations pertaining to me in conducting
the eCosway business; and
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e.
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I
shall perform my obligations as a Business Owner with honesty and
integrity. |
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2. |
I agree to
present without alteration the eCosway Profit Plan and eCosway
merchandise as set forth in official eCosway material provided
by the Company. I will make no claims regarding potential income
or earnings, beyond what is stated in official eCosway material.
Except as set forth in the Policies and Procedures, or unless
I have received express written permission from eCosway, I will
not: (a) use, produce, create, publish, distribute, or obtain
from any source other than eCosway, any literature, recordings
(audio, video, or otherwise), sales or enrollment aids relating
to eCosway merchandise, or the eCosway Profit Plan; (b) use or
display any eCosway trademarks, trade names, service marks, logos,
designs or symbols; (c) advertise eCosway merchandise or the eCosway
opportunity.
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3. |
Notwithstanding anything herein,
I agree and acknowledge that if I do not claim or utilise any earnings or bonus earned and
such earning or bonus is retained in Business Owner's eAccount for more than 12 months,
eCosway shall have the right to deal with the earnings or bonus as it deems fit.
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4. |
I agree that
as an eCosway Business Owner I am an independent contractor, and
not an employee, agent, partner, legal representative, or franchisee
of eCosway. I am not authorized to and will not incur any debt,
expense, obligation, or open any checking account on behalf of,
for, or in the name of eCosway. I understand that I shall control
the manner and means by which I operate my eCosway business, subject
to my compliance with these Terms and Conditions, the eCosway
Policies and Procedures and the eCosway Profit Plan (all of which
are collectively referred to as the "Agreement"). I agree that
I shall be solely responsible for paying all expenses incurred
by myself, including but not limited to travel, food, lodging,
secretarial, office, long distance telephone and other expenses.
I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF eCOSWAY
FOR NATIONAL, FEDERAL, PROVINCIAL, STATE, TERRITORIAL, COUNTY,
LOCAL, OR MUNICIPAL TAX PURPOSES. eCosway is not responsible for
withholding, and shall not withhold or deduct from my earnings,
if any, withholdings or taxes of any kind, unless such withholding
becomes legally required. I agree to be bound by all tax collection
agreements between eCosway and all appropriate taxing jurisdictions,
and all related rules and procedures.
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5. |
I have carefully
read and agreed to comply with the eCosway Policies and Procedures
and the eCosway Profit Plan, both of which are incorporated into
and made a part of these Terms and Conditions. I understand that
I must be in good standing, and not in violation of any of the
terms of this Agreement, in order to be eligible to receive any
earnings from eCosway. I understand that these Terms and Conditions,
the eCosway Policies and Procedures, or the eCosway Profit Plan
may be amended from time to time, and I agree that any such amendment
will apply to me. Notification of amendments shall be published
in official eCosway material and sent to all Business Owners via
email. The continuation of my eCosway business or my acceptance
of earnings shall constitute my acceptance of any and all amendments.
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6. |
The term
of this Agreement is one year. If I fail to pay my annual access
fee, or if it is canceled or terminated for any reason, I understand
that I will permanently lose all rights as a Business Owner. I
shall not be eligible to sell eCosway merchandise nor shall I
be eligible to receive earnings or other income resulting from
the activities of my former business network. eCosway expressly
reserves the right to terminate all Business Owner Agreements
upon thirty (30) days notice via email in the event that it elects
to: (1) cease business operations; (2) dissolve as a corporate
entity; or (3) terminate distribution of its merchandise via direct
selling. In the event of cancellation, termination or non-renewal,
I shall lose all rights but otherwise in any event I shall waive
all rights I have, including but not limited to any proprietary
rights attached to my former business network and to any earnings
or other remuneration derived through the sales and other activities
of my former business network.
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7. |
I shall not
assign any rights or delegate my duties under the Agreement or
any part of the Agreement without the prior written consent of
eCosway. Any attempt to transfer or assign the Agreement or any
part thereof without the express written consent of eCosway shall
render the whole and all the Agreement voidable at the option
of eCosway and may result in termination of my status as a Business
Owner.
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8. |
I understand
that if I fail to comply with the terms of any of the Agreement,
eCosway may, at its sole discretion, terminate my Business Owner
Agreement or impose upon me other disciplinary action, including
but not limited to, forfeiture of earnings, loss of all or part
of my business network. If I am in breach, default or violation
of this Agreement, upon termination, I shall not be entitled to
receive any further earnings, whether or not the sales for such
earnings have been completed. If this Agreement is terminated
for any reason, I will forever lose my rights as a Business Owner,
including rights to my business network, and rights to earnings
pursuant to the eCosway Profit Plan. If I fail to settle any outstanding
payment due to eCosway, I authorize eCosway to withhold the appropriate
amounts from my earnings, or debit my Business Owner's eAccount,
if any, which I have authorized eCosway to charge. I understand
that failure to promptly pay for merchandise purchased constitutes
a breach of this Agreement.
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9. |
To the extent
permitted by law, eCosway, its directors, officers, shareholders,
employees, assigns, successors, and agents (collectively referred
as "affiliates"), shall not be liable for, and I release eCosway
and its affiliates from, and waive all claims for any direct or
indirect, special or consequential, loss of profits, damages or
any other loss incurred or suffered by me as a result of: (a)
my breach of any part of the Agreement (b) the improper promotion
or operation of my eCosway business and any activities related
to it (e.g., the presentation of eCosway merchandise or Profit
Plan, the operation of a motor vehicle, the lease of meeting or
training facilities, etc.); (c) any incorrect or wrong data or
information provided by me; or (d) the failure to provide any
information or data necessary for eCosway to operate its business,
including without limitation, my enrollment and acceptance into
the Profit Plan or the payment of profits and incentives. I agree
that the entire liability of eCosway and its affiliates for any
claim whatsoever related to the relationship of eCosway and myself,
including, but not limited to, any cause of action arising in
contract, tort or equity shall not exceed, and shall be limited
to, the amount of merchandise I have purchased from eCosway. I
further agree to indemnify, hold harmless, and defend, at my own
expense, eCosway and its affiliates against any and all claims,
demands, costs, losses, damages, liabilities, judgments, attorney
fees and all other expenses arising or alleged to arise in connection
with my eCosway Business.
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10. |
The Agreement
constitutes the entire contract between eCosway and myself. Any
promises, representations, offers, or other communications not
expressly set forth in the Agreement are of no force or effect.
To the extent of any conflict or inconsistency between the Agreement
and any other agreement, the Agreement shall supersede and prevail
over any term of any other agreement as to the matters addressed
herein. To the extent of any conflict or inconsistency between
these Business Owner Terms and Conditions and the eCosway Policies
and Procedures (in their current form or as subsequently modified),
the eCosway Policies and Procedures shall in all instances supersede
and prevail.
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11. |
Any
waiver by eCosway of any breach by the Business Owner under the
Agreement must be in writing and signed by an authorized officer
of eCosway. Any particular waiver by eCosway of any breach of
the Agreement shall not operate or be construed as a waiver for
other or any subsequent breach.
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12. |
In
the event that any provision of the Agreement is held to be invalid
or unenforceable, it shall not render the whole Agreement invalid
and unenforceable, and the remaining portion of the Agreement
shall remain in full force and effect.
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13. |
This Agreement
will be governed by and construed in accordance with the laws
of Malaysia. Except as set forth in the eCosway Policies and Procedures,
all disputes and claims relating to eCosway, the Agreement, the
eCosway Profit Plan or its merchandise, the rights and obligations
of a Business Owner or any other claims or causes of action relating
to the performance of either a Business Owner or eCosway under
the Agreement shall be settled totally and finally by arbitration
in Kuala Lumpur or such other location as eCosway prescribes,
in accordance with the Malaysian Arbitration Act 1952 and Rules
for Arbitration of the Kuala Lumpur Regional Centre for Arbitration.
If a Business Owner files a claim or counterclaim against eCosway,
a Business Owner shall do so on an individual basis and not with
any other Business Owner or as part of a class action. The decision
of the arbitrator shall be final and binding on the parties and
may, if need be, be reduced to a judgment in any court of competent
jurisdiction. Each party to the arbitration shall be responsible
for its own costs and expenses of arbitration, including legal
and filing fees. Each of the parties shall be responsible for
one-half of the total of: (1) the arbitrator's or arbitrators'
fees; and (2) the costs of arbitration. This agreement to arbitrate
shall survive any termination or expiration of the Agreement.
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14. |
The
parties consent to jurisdiction and venue before any national,
federal, state, provincial, or territorial court in Malaysia for
purposes of enforcing an award by an arbitrator or any other matter
not subject to arbitration.
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