11. No Assignment. I may not assign any rights or delegate my duties under the Agreement without the prior written consent of GroceryTrain. Any attempt to transfer or assign the Agreement without the express written consent of GroceryTrain renders the Agreement voidable at the option of GroceryTrain and may result in termination of my business.
12. Release and Indemnification. To the maximum extent permitted by law, GroceryTrain, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release GroceryTrain and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release GroceryTrain and its affiliates from all liability arising from or relating to: (a) my, or any other Associate’s, breach of the Agreement; (b) the promotion or operation of a GroceryTrain business by me or any other Associate and any activities related to it, including, but not limited to, the presentation of Products or services or the Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc., and agree to indemnify GroceryTrain and its affiliates for any liability, damages, fines, penalties, or other; (c) any incorrect data or information provided by me or any other Associate to GroceryTrain; (d) my, or any other Associate’s, failure to provide any information or data necessary for GroceryTrain to operate its business; or (e) awards arising from any unauthorized conduct that I undertake in operating my business. I further agree to indemnify GroceryTrain for any liability, damages, fines, penalties or other awards arising from any unauthorized conduct that I undertake in operating my GroceryTrain business.
13. License to Use Certain Intellectual Property. GroceryTrain grants to me a non-exclusive, royalty free, revocable license to use the intellectual property in GroceryTrain’s name, trade marks (whether registered or unregistered), and other intellectual property rights in any materials or documents pertaining to the subject matter of this Agreement for the purpose of promoting the Products and sourcing potential customers. I agree that GroceryTrain may impose restrictions on my use of GroceryTrain name, trade names and trademarks, logos and other intellectual property and advertising in order to protect the rights, reputation and image of GroceryTrain, provided that such restrictions are applied to all associates generally. I also agree to not apply singly or in association with any other party for registration of any intellectual property owned by GroceryTrain capable of registration but not registered and to give all reasonable assistance, at GroceryTrain’s reasonable cost, to assist GroceryTrain to register any such intellectual property.
14. Entire Agreement. The Agreement, in its current form and as amended by GroceryTrain, constitutes the entire contract between GroceryTrain and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
15. Waiver. Any variation or waiver by GroceryTrain of any breach of the Agreement must be in writing and signed by an authorized officer of GroceryTrain. Waiver by GroceryTrain of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
16. Severability. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Agreement will remain in full force and effect.
17. Delays. GroceryTrain is not responsible for delays in the performance of its obligations under this Agreement when performance is made commercially impracticable due to circumstances beyond its reasonable control.
18. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Indiana without regard to principles of conflicts of laws.
19. Dispute Resolution. All disputes and claims relating to GroceryTrain, the Agreement, or any other claims or causes of action relating to the performance of me or another Associate shall be settled totally and finally by arbitration as set forth in the Policies and Procedures. Nothing in the Agreement shall prevent GroceryTrain from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
20. Jurisdiction and Venue. The parties consent to jurisdiction and venue before any federal or state court in Hamilton County, State of Indiana, for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. Louisiana residents: notwithstanding the foregoing, residents of Louisiana may bring an action against GroceryTrain with jurisdiction and venue as provided by Louisiana law.
21. Limitation of Action. If an Associate wishes to bring an action against GroceryTrain for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against GroceryTrain for such act or omission. Associate waives all claims that any other statutes of limitations apply.
22. Montana Residents. A Montana resident may cancel his or her Associate Agreement within 15 days from the date of enrollment.
1. Parties. I understand that I am contracting with GroceryTrain (“GroceryTrain”) for the promotion of certain sales as described below.
2. Agreement. Unless otherwise defined herein, all capitalized terms shall have the same meaning assigned to such terms in the Policies and Procedures. The term “Agreement” shall mean the Associate Application, the Compensation Plan, and the Policies and Procedures and any situation-specific addendum(s) thereto, and any other written agreement between me and GroceryTrain. I hereby agree to be bound by the Agreement.
3. Compliance with Laws. I agree to comply with all applicable laws relevant to conduct of my activities as an independent Associate under this Agreement. In particular (but without limitation), I must not make any actual or potentially misleading or deceptive claims in relation to commissions and other rewards that might be derived from conducting activities as an independent associate of GroceryTrain, or in relation to GroceryTrain products or services.
4. Associate Rights. I understand that as an independent Associate of GroceryTrain, I have the right (but not the obligation) to:
a. buy from GroceryTrain and offer for sale GroceryTrain products and services in accordance with the Agreement in such manner as GroceryTrain may from time to time allow in relation to its independent Associates generally and only on a direct selling basis and not through retail outlets except to the extent from time to time permitted by GroceryTrain.
b. recommends person(s) for acceptance as GroceryTrain independent Associates (subject to acceptance by GroceryTrain);
c. if qualified, earn bonuses and other rewards pursuant to the Compensation Plan that will be awarded on the same basis as it allows to its associates generally in respect of legitimate sales of GroceryTrain Products and services, and not in respect of the mere introduction of new associates to GroceryTrain .
5. Independent Contractor. GroceryTrain will not treat me as an employee for federal or state tax purposes.
6. Bonus Payments. I understand that I must not be in breach of the Agreement to be eligible to receive Bonuses pursuant to the Compensation Plan.
7. Amendments. GroceryTrain may be required to amend the Agreement from time to time. GroceryTrain agrees to notify me of the amendments, which I may accept or reject. If I reject the amendments, I agree that GroceryTrain may choose not to renew the Agreement when its term expires.
8. If I elect ACH for my myFAVORITES orders, GroceryTrain is hereby authorized and may debit my account for orders shipped on or after the date of payment, and I agree to maintain sufficient funds in my account to cover the automatic payments. If my ACH payment fails, I will contact Associate Support, as GroceryTrain will not be held responsible for personal volume shortfalls. I shall indemnify and hold GroceryTrain harmless from any and all liability which may arise out of GroceryTrain’s initiating an authorized debit to my account, except the liability to ship the product as ordered. ACH payment processing by the bank may take up to 5 business days. I therefore acknowledge that GroceryTrain will process the order in the week it receives the funds, and not when the ACH is initiated.
9. Term and Termination. The term of this Agreement is one year, subject to earlier termination in accordance with this Agreement or in accordance with law. GroceryTrain may refuse to renew this agreement for any reason. If this agreement is not renewed, or if it is terminated for any reason, I understand that my right to sell GroceryTrain products and services and receive bonuses in respect of my activities as an independent Associate will cease. GroceryTrain reserves the right to terminate this Agreement at any time upon 30 days notice if GroceryTrain elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its Products via direct selling channels, or at any time upon not less than 7 days notice and without further notice if the independent Associate breaches this Agreement and fails to remedy the breach before the end of the notice period. I may cancel this Agreement at any time, and for any reason, upon written notice to GroceryTrain.
10. myFAVORITES. I may choose to have Product sent to me monthly on an automatically processed order (myFAVORITES). To change any detail pertaining to my myFAVORITES order, my phoned request or my written request (from my email account of record or via regular mail and signed by me) must be received by GroceryTrain 72 hours in advance of the next shipment. All orders are subject to the sales tax of my region, which will be added to the order total. Shipping & handling charges will also be added. The credit card or bank draft listed on the Associateship will automatically be charged for this order. Orders in which payment method is declined may not be processed. Attempts may be made by GroceryTrain to reprocess the order should my payment method decline; however, GroceryTrain makes no assurances that these attempts will be made. If my credit card is due to expire, I acknowledge that my issuing bank may update my expiration date automatically, which will allow GroceryTrain to process my order payment; however, I agree to be responsible for providing current payment. If an order cannot be processed due to payment difficulties, GroceryTrain will not be held responsible for personal volume shortfalls. I agree that GroceryTrain reserves the right to change my myFAVORITES orders to subsequent payment methods added by me if my first payment method declines. The charge sequence will be in the order that I list my payment methods in the Virtual Office.
Terms and Conditions