1. Authorization and Contract. By executing this Application and Agreement ("Agreement"), you apply for legal authorization to become a Banner Season business owner and enter into contract with Banner Season Marketing, LLC (hereinafter "Banner Season" or simply "Company"). You acknowledge that prior to signing you have read and understood the Company Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on https://www.bannerseason.com/main/reppolicies, and that you have read and agree to all terms set forth in this Agreement. The Company reserves the right to reject any application for any reason within thirty (30) days of receipt.
2. Expiration, Renewal, and Termination. The term of this Agreement is one year (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If your business is canceled or terminated for any reason, you understand that you will permanently lose all rights as a Referral Partner. You shall not be eligible to sell Company products and services nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. The Company reserves the right to terminate all Referral Partner Agreements upon thirty (30) days' notice if the Company elects to: (i) cease business operations; (ii) dissolve as a business entity; or (iii) terminate distribution of its products and/or services via direct selling channels. Referral Partner may cancel this Agreement at any time, and for any reason, upon written notice to the Company at its principal business address or via the appropriate electronic address. The Company may cancel this Agreement for any reason at any time pursuant to the terms and conditions of the Policies and Procedures. Moreover, the Company may also take actions short of termination of the Agreement should you breach any of the provisions found in this Agreement, the Policies and Procedures, or the A Company Compensation Plan.
3. Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of the Company or your Sponsoring Referral Partner. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products available through the Company on and for your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. By agreeing to these terms, you agree to receive the 1099-MISC form via electronically. It will be your sole responsibility to account for such income on your individual income tax returns.
4. Refunds and Product Returns . Please note that Banner Season does not offer refunds for personalized product. Due to the unique nature of the personalization process, sales are final at the time of purchase. A Customer or Referral Partner may only return personalized product in the event of defect(s). The return of defective products shall result in replacement product(s) of equal value. For more information, please see Section 6.0 of the Banner Season Policies and Procedures.
5. Presenting the Plan. You agree when presenting the Company Compensation Plan to present it in its entirety as outlined in official Company materials, emphasizing that sales to end consumers are required to receive compensation in the form of bonuses on downline volume. In presenting the plan to prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by the Company. You agree to instruct all prospective Referral Partners to review the Company Income Disclosure Statement.
6. Selling Product. You agree to make no representations or claims about any products beyond those shown on product labels and/or in official Company literature and supporting materials.
7. Company Proprietary Information and Trade Secrets. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained through the Company, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the business including, without limitation, Referral Partner lists, sponsorship trees, and all Referral Partner personal and business information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of the Company, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with the Company, you have a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information ("Proprietary Information"), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and Referral Partner sales, earnings and other financial reports to facilitate your independent business.
8. Non-Solicitation Agreement. In accordance with the Policies and Procedures, you agree that during the period while you are a Referral Partner, and for one (1) calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Banner Season Referral Partner to compete with the business.
9. Images / Recordings / Consents. You agree to permit the Company to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by the Company for any lawful purpose, and without compensation.
10. Modification of Terms. With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in Rule 1 in the Policies and Procedures.
11. Jurisdiction and Governing Law. The formation, construction, interpretation, and enforceability of your contract with the Company as set forth in this Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Utah without regard to conflict of law provisions. Louisiana residents: notwithstanding the foregoing, Louisiana residents may bring an action against Banner Season Marketing, LLC with jurisdiction and venue as provided by Louisiana law.
12. Dispute Resolution . All disputes and claims relating to the Company, its products and services, the rights and obligations of a Referral Partner, or any other claims or causes of action relating to the performance of either a Referral Partner or the Company under the Agreement or the Company Policies and Procedures shall be settled totally and finally by arbitration (as enumerated in the Policies and Procedures). Arbitration shall take place in Lindon, Utah, or such other location as the Company prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against Banner Season, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent the Company 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.
13. Time Limitation. If a Referral Partner wishes to bring an action against the Company for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. You waive all claims by which any other statutes of limitations may apply.
14. Miscellaneous. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to ensure enforceability, and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and the Company and supersedes any prior agreements, understandings and obligations between you and the Company concerning the subject matter of your contract.
15. Notice of Right to Cancel. You may cancel this Agreement at any time upon written notice via mail or electronic mail (e-mail). To cancel, please email the notice to Banner Season at: email@example.com.
16. Submission of Electronic W-9. Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person, or a Canadian Citizen or other Canadian person residing in British Columbia or Ontario.