Plant Stem Cells Cream boonaye.

Article 1- Definitions

Outlined within this Terms and Conditions (hereinafter referred to as "Terms and Conditions," "Terms," "Conditions," or "Agreement"),, Boonaye STC, Inc. will be indentified as "BOON" or " the Company" and the Independent Distributor will be indentified as "IND". Where references to financial figures are made, those references will pertain to denominations made in United States Dollars (USD). The term "product" or "products" refer to goods provided by Boon to the INDnd. pPursuant to this agreement.

Article 2- Parties

This is agreement is between BOON and IND, whereas BOON agrees toshall supply IND with products, and the IND will agrees to distribute and sell said products to the consumer.

Article 3- Enrollment Fee Required

The IND agrees to pay a one-time, non-refundable enrollment fee of fifty dollars ($50.00 USD) to qualify as an Independent Distributor.

Article 4 - Minimum Purchase Required

The IND agrees to purchase aa minimum of 15 (fifteen) products per order to qualify as an Independent Distributor and receive the IND price breakdiscount.

Article 5 - Pricing Agreement

The IND agrees to distribute and sell products to the consumer at a the price established by BOON.

Article 6 - Written Permission Required

The IND shall not distribute or sell products at a price lower than the price established by BOON, unless expressly permitted to do so in writing by BOON.

Article 7- Right of Termination

The IND understands and agrees that BOON has the right to terminate the IND's Independent Distributor qualification in all cases where BOON deems the actions of the IND to constitute a violation of this agreement, including but not limited to Articles 5 and 6 (titled "pricing agreement" and "Written Permission Required", respectively.).of price violation as mentioned in Article 5 and 6.

Article 8 - Compensation & Incentive Bonus

IND will receive compensation based on the sales resultsunits of product sold and BOON shall pay the prescribed incentive bonus according to the most current benefits and bonuses summary provided to IND sales promotion in effect at the time that proof of sale is submitted to BOON by IND.

Article 9- Personal Information Required

The IND agrees to truthfully provide their complete personal information on the Independent Distributor application .

Article 10- Qualification as an Independent Contractor

BOON shall only use the personal information provided by the IND pursuant to Article 9 of this Agreement for the purposes of qualification of the IND as an Independent Distributor qualification process. .

Article 11- Duty to Replace

BOON is responsible for replacing deteriorated/, unsellable or unintentionally broken items or unintentionally broken products through our BOON's distributor. The determination of whether an item is deteriorated, unsellable or unintentionally broken is left to the sole discretion of BOON.

Article 12- Arbitration Required

All disputes and/or disagreements between BOON and the IND will be handled through arbitration by the controlling laws of The Commonwealth of Virginia and reviewed by the Arbitration Resolution Committee.

Article 13- Permission to Market Required

The IND is not permitted to advertise or market products without pre-approval from BOON and shall not provide false information to anyone, including BOON and/or third parties, regarding the product or BOON (the Company.).

Article 14- Advertisements, Approval Required

The IND will submit all original advertisement contentsmaterial and content via for approval to BOON via BOON's website for review and approval and and agrees understands that the submitted advertisement may not be used by the IND for the marketing of products pursuant to this agreement until approved by BOON.

Article 15- Compensation for Damage

The IND will properly compensate BOON for any if the Company suffers any loss, monetary or otherwise, ormonetary loss or damage to reputation of BOON due as a direct or indirect result of any to any actions or information provided by the IND which is fradulent or otherwise contrary to the agreement between the parties. fraudulent information and/or actions by the IND, and the The IND further understands that the this Independent Distributor agreement between the IND and the Company may be terminated by BOON immediately and without notice, at the sole discretion of BOONwill be immediately terminated.

Article 16- Time of Payment

Payments for all product orders are to be paid at the time in which the order is placed.

Article 17- Full Retail Price Required

The IND will pay full retail price for any orders that which are for a number of unitsare less than the minimum required order amount, as stated in Article 4 of these Terms and Conditions, to receive the IND price break offer.

Article 18- Minimum Reorder Required

BOON has the right to terminate any IND's Independent Distributor qualification if products ordered by the IND do not meet a minimum of 15 [???] units are not reordered within six months of the date of the original order.

Article 19- IND Right of Termination

The IND has the right to terminate their Independent Distributor qualification at any time; however, the fifty dollar ($50.00 USD) original the one-time enrollment fee is non-refundable.

Article 20

BOON and IND agree to that should be compensated each other involved monetary issues at time of terminated of independent distributor qualification.

Article 21- Best Efforts Required

The Company and the IND have a mutual understanding that the Company will make every effort to assist the IND to be successful in the distribution and sales of BOON products and the IND will make every effort to assist in the prosperity and growth of the Company.

Article 22- Complete Agreement

This Agreement, along with any exhibits, appendices, addendums, schedules, and amendments hereto, encompasses the entire agreement of the parties, and supersedes all previous understandings and agreements between the parties, whether oral or written. The parties hereby acknowledge and represent, by affixing their hands and seals hereto, that said parties have not relied on any representation, assertion, guarantee, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other party or any other person or entity whatsoever, prior to the execution of this Agreement. The parties hereby waive all rights and remedies, at law or in equity, arising or which may arise as the result of a party's reliance on such representation, assertion, guarantee, warranty, collateral contract or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of said party's right to remedies associated with the gross negligence, willful misconduct or fraud of any person or party taking place prior to, or contemporaneously with, the execution of this Agreement.

Article 23- Severability

In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein , unless the deletion of such provision or provisions would result in agreement contrary to the intent of the parties when this agreement was drafted. Iin such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.

Article 24- Indemnity

IND agrees to indemnify, defend and hold BOON, its officers, directors, agents, employees and other related parties harmless from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments that include reasonable attorneys' fees, costs and expenses, incidental thereto, which may be suffered by, accrued against, charges to or recoverable from BOON, by reason of any claim arising out of or relating to any act or error or omission, or misconduct of IND, its officers, directors, agents, employees or subcontractors.

Article 25- Assignment

Neither party to this agreement may assign, sublicense or transfer, directly or indirectly, all or part of its rights or obligations under this AAgreement without the prior written consent of the other party ., which consent shall not be unreasonably withheld or delayed.

Article 26- Choice of Law

This agreement shall be interpreted under the laws of The Commonwealth of Virginia.the State of Maryland. Any litigation under this agreement shall be resolved in the trial courts of Virginia.Maryland.

Article 27- Attorney's Fees

In the event of litigation or arbitration relating to the subject matter of this Agreement, the non-prevailing party shall reimburse the prevailing party for all reasonable attorney fees and costs resulting therefrom.

Article 28- Non-Waiver

The failure by one party to require performance of any provision shall not affect that party's right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself. The rights and obligation of the parties pursuant to this agreement may be made only by a written letter signed by the waiving party.

Article 29- Statute of Limitations

The parties agree that any action in relation to an alleged breach of this Agreement shall be commenced within one year of the date of the breach, without regard to the date the breach is discovered. Any action not brought within that one year time period shall be barred, without regard to any other limitations period set forth by law or statute.

Article 30- Effect of Translation

The parties recognize that every effort was made by the drafters of this agreement to ensure that it was translated accurately and that the agreement has the identicial meaning in every language in which it was written. However, in the event that there is a discrepancy in meaning as a result of the translation of this agreement, the parties agree that the English translation of the terms of this agreement is controlling.

Article 30 - Offer and Acceptance

The submission of the application form referenced in Article 9 of these terms and conditions, along with the submission of the one time-non refundable enrollment fee referenced in Article 3 of these Terms and Conditions, shall constitute an offer by the IND to enter into an agreement with BOONoonaye subject to the terms and conditions listed herein. Acceptance of this offer shall be deemed made by BOONoonaye upon the first shipment by BOONoonaye to the INDnd at the reduced IND. rate, as referenced in Article 4, above.

Article 31- Miscellaneous

The parties agree and recognize that the titles accompanying each article of this agreement are present merely for organizational purposes, and have no legally binding effect on the agreement between BOON and IND.

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