ASSOCIATE AGREEMENT

By virtue of this agreement, Vitaality Life Ventures (hereinafter referred to as “Firm”) agrees to appoint the applicant as its ‘Vitaality Life Associate’ and the applicant agrees to his/her appointment as ‘Vitaality Life Associate’ (hereinafter referred to as “Associate”) of the firm on the following terms and conditions:

1. Definitions:

• a) “Vitaality Life Associate” means a person appointed by the Firm on a principal-to-principal basis through this Contract to undertake sale, distribution, and marketing of Firm’s products and services. Any Associate of Vitaality Life may introduce or sponsor another Associate and support them to build their direct selling business of Firm’s products and services.
• b) “Vitaality Life Associate Contract” shall mean and include the following and all of which are collectively referred to as the "Agreement":
  
  • The Associate Application Form.
  • Terms and Conditions forming part of the Vitaality Life Associate Application Form.
  • The Firm’s Policies and Procedures.
  • The Firm’s Compensation and Marketing Plan/Business Plans amended from time to time which shall be notified on the website (www.vitaaitylife.in).
• c) “Effective Date” shall mean the date of submission of the Vitaality Life Associate Application form, subject to approval by the Firm.
• d) “Territory” shall mean the Republic of India.

2. Eligibility Criteria & Requirements:

• a) The applicant confirms and undertakes that he/she is above the age of 18 years and is not disqualified from contracting by any law.
• b) Applicant must submit the following documents:
  • Duly filled application form
  • Government issued Identity Card
  • Residential Proof
  • Permanent Account Number (PAN)
  • Passport size photographs
  • Cancelled Blank Cheque
• c) Each Associate will be assigned a unique ID, and associates cannot operate through multiple IDs.

3. Rejection of Application:

The Firm may reject any application for any reason, at its discretion, if the application contains incomplete, inaccurate, false, or misleading information. Any alteration or modification will be subject to verification.

4. Term:

This agreement shall remain valid and continue to remain in full force unless terminated earlier by either party with or without cause by giving a notice.

5. Rights:

The applicant is hereby appointed as an Independent Associate of the Firm with the following rights:

• a) He has the right to purchase products and services from the Firm at the Distributor price fixed by the Firm from time to time.
• b) He has the right to offer for sale the Firm’s products and services in accordance with this agreement and Policies and Procedures issued by the Firm from time to time.
• c) He has the right to sponsor other persons as Associates in the Firm, which shall form part of his Downline /Line of Sponsorship. However, the firm does not charge any fees for enrolment and shall pay no incentive for such enrolment.
• d) He is authorized to receive incentives as per the marketing and compensation plan/business plan of the Firm as applicable from time to time.

6. Duties:

The Associates shall be loyal and faithful to the Firm and shall perform the following duties:

• a) The Associate will comply with the terms and conditions of this agreement and also with Policies and Procedures issued by the Firm applicable from time to time.
• b) The Associate shall at all times carry their Identification Card issued to him by the Firm and will seek prior appointment with customers for initiation of sale.
• c) The Associate shall provide complete and accurate information to the Associates about the products, prices, terms of payment, return, exchange, and any other policies as and when applicable.
• d) The Associates will assist, train, and motivate other Associates.
• e) The Associate will comply with all national, state, and local laws, ordinances, rules, and regulations.
• f) The Associate must keep accurate records of sales made by him, and the firm may periodically ask to provide documentation of such sales.
• g) The Associate will perform his obligations as an independent representative with honesty and integrity. He shall act at all times in the best interest of the Firm and other Associates.
• h) The Associate will only use the sales contracts and other forms, including the order form, provided by the Firm for the sales of its goods and services and will follow all policies and procedures established by the Firm for the completion and processing of such contracts and orders.
• i) The Associate agrees to present the Firm’s marketing and compensation plan and Firm’s products as set forth in official Firm literature. The Associate will make no claims regarding potential income, earnings, products, or services beyond what is stated in Firm’s literature.
• j) The Associate shall not use, produce, create, publish, distribute, or obtain from any source other than the Firm- any literature, recordings (audio, video, or otherwise), sales, or enrolment aids relating to Firm’s products, services, or Firm’s compensation or marketing plan.
• k) The Associate understands that he shall not use or display any Firm’s trademark, trade name, and service marks, other than through authorized means, without written consent from the Firm.
• l) The Associate will keep all trade secrets confidential and agrees not to enter or participate in competing business activity in any direct selling Firm.
• m) An Associate in one line of sponsorship must buy all the products, whether directly from the Firm or from his/her sponsor. No Associate shall engage in Cross/group selling.
• n) An Associate must not engage in any deceptive or unlawful trade practice as defined by any Central, State, or Local Law or regulation.
• o) The Associate shall pay GST as per applicable laws.

7. General:

• a) The Associate agrees that as a Firm’s Associate, he is an independent associate and not an employee, agent, partner, legal representative, or the franchisee of the Firm. He is not authorized to and will not incur any debt, expenses, obligations, or open any account on behalf of, or in the name of the Firm. He understands that he shall control the manner and means by which he operates Firm’s business to ensure his compliance with these terms and conditions, the Firm’s Policies and Procedures, and the Firm’s marketing and compensation plan. The Associate agrees that he will be solely responsible for paying all expenses incurred by him relating to his business of Associateship, including but not limited to personnel, travelling, lodging, secretarial, office, communication, and other expenses. He understands that he shall not be treated as an employee of the Firm for any purposes.

8. Confirmation:

The Associate has carefully read and agrees to comply with the policies and procedures of the Firm and the Firm’s marketing and compensation plan, both of which are incorporated into and made a part of these terms and conditions. The associate agrees that the Firm can at its sole discretion change the Policies and Procedures and Marketing and Compensation Plan at any time.

9. Marketing and Compensation Plan/Business Plan:

• a) The incentive shall be calculated periodically as per the marketing and compensation plan of the Firm. The Firm may amend the marketing and compensation plan from time to time, and the Associate agrees that any such amendments will apply to him. The amendments may be notified through the website or any other means. Also, the acceptance of incentive by Associate shall constitute the acceptance of all the amendments.
• b) The Incentive shall be paid within 15 days of calculation of the incentive. The incentive shall be liable for the deduction of TDS and other deductions as per Policies and Procedures and Marketing and Compensation Plan as applicable from time to time.
• c) If the Associate fails to pay for products or services when payment is due, he authorizes the Firm to deduct the appropriate amount from the Incentives or any balance receivable from the Company.
• d) The Associate shall remain ‘Active’ as per the Marketing and Compensation Plan and Policies and Procedures as amended from time to time to be entitled to receive incentives.
• e) The Associate understands that he must be in good standing and not in violation of any terms of this agreement, to be eligible to receive any incentives.

10. Cooling Off Period:

This agreement can be canceled by the Associate within a period of 30 days from the date of application (hereinafter referred to as Cooling Period). If the Associate cancels the agreement, he shall receive a refund for the amount paid for goods and services purchased subject to the return of goods to the Firm in original sealed saleable condition.

11. Warranty:

The Firm gives a warranty that it shall replace any damaged or defective goods received by Associate or customer as per the Return and Refund Policy.

12. Miscellaneous:

• a) The Associate shall not assign any rights or delegate his duties under this agreement without prior written consent of the Firm. Any attempt to transfer or assign this agreement will be void and will result in termination of Associateship.
• b) The Associate agrees that if he fails to comply with the terms and conditions of the agreement or Policies and Procedures, the Firm may, at its discretion, terminate his associateship or impose any other disciplinary action, including but not limited to forfeiture of Incentives and/or loss of all or part of his downline.
• c) The Associate agrees that the failure to promptly pay for products and services constitutes a breach of terms and conditions for the appointment of Associateship.
• d) The Firm may reject this application for any reason, at its discretion, including if the application contains incomplete, inaccurate, false, or misleading information or the application is not supported by complete KYC documents. Any alteration or modification in particulars of Associate will be subject to verification.
• e) The Firm shall not be responsible for any dispute regarding ownership of Associateship.
• f) The Associate should make payment to any person appointed by Firm for the collection of payment only after verification of the ID Card of that person and should obtain documentary receipt of payment.
• g) The associate shall intimate the firm about any change in its business and residence address or any other particulars submitted to the firm.
• h) This agreement constitutes the entire contract between the Firm and the Associate. Any promise, representations, offers, or communications not expressly set forth in this agreement have no force or effect. To the extent of any conflict or inconsistency between this agreement and the policies and procedure (in their current form or as subsequently modified), the policies and procedures shall in all instances supersede and prevail over any term of this agreement as to the matters addressed herein.
• i) Any waiver by the Firm of any breach of this agreement by Associate must be in writing and signed by an authorized officer of the Firm. Further, any waiver of any breach of this agreement by Associate shall not operate or be construed as a waiver of any subsequent breach.
• j) In the event that a provision of this agreement is held to be invalid or unenforceable, the remaining provisions of this agreement will be considered in full force and effect.

13. Buy Back or Repurchase Policy:

The Firm shall buy back or repurchase currently marketable goods from the Associate or customer at his request at terms and conditions notified by the Firm from time to time in the Return and Refund Policy and refund the amount due.

14. Indemnification:

The associate agrees that he shall indemnify the Firm, its key management personnel, officers, associates, employees, and other persons associated with the Firm for damages, fines and penalties, loss of profit, or any other loss incurred or suffered by them as a result of breach of this agreement, Firm’s policies and procedures and Marketing and Compensation Plan, the improper promotion or operation of Firm’s business and any activities related to it (e.g., improper presentation of Firm’s products or marketing and compensation plan, failure to provide any information/ data necessary for the Firm to operate its business, etc.) any other acts carried out by me whether intentional or intentional.

15. Complaint Redressal:

The Firm has established a Grievance Redressal Committee to handle complaints of the Associates or customers. The complaints can be sent in writing, email, website, phone, walk-in, etc. The complaints shall be allotted a unique ID number and shall be resolved within 30 days.

16. Notices:

Notice or any change in information shall be served to its official address. Further, any notice to the associate shall be sent to the address mentioned in the application or changed thereafter.

17. Termination:

• a) The Firm may in its absolute discretion immediately suspend and/or terminate the Business Associateship by giving thirty (30) days’ notice in writing to the Associate in the event that the Firm has reasonable grounds to believe that the Vitaality Life Associate has breached any provision of this agreement, its rules, regulations, policies or procedures as amended from time to time. The associateship can also be canceled if the associate ceases to carry business and any other reasons after giving thirty (30) days written notice to the associate.
• b) In case no sales of goods or services are made by the associate for a period of up to one year since the contract was entered into, or since the date of the last sale made by the associate, the agreement shall be cancellable either at the option of Associate or Firm after giving thirty (30) days written notice to the other party.
• c) The Associate may also terminate the agreement after giving thirty (30) days written notice to the Firm.
• d) The Firm shall not be liable for any incidental or consequential damages caused by its breach, cancellation, or suspension of this agreement, whether or not the possibility for such damages is known to the Firm.
• e) The associate agrees that if associateship is canceled or terminated for any reason, he will permanently lose all rights as an Associate. His downline shall be removed and he shall not be entitled to further incentives resulting from the activities of his downline.

18. Dispute Resolution:

• a) All disputes or differences arising out of or in relation to this agreement shall be referred to a Sole Arbitrator appointed by the Firm in terms of the provisions of the Arbitration & Conciliation Act, 1996. The venue of Arbitration shall be Mumbai. The Arbitration shall be carried out in English Language.
• b) The jurisdiction in respect of any/all disputes arising out of or in relation to this Associate agreement shall vest exclusively in the Courts at Mumbai only.

Declaration:

The Associate declares as under:

• (i) That I have read (or has been read and explained to me) the terms and conditions overleaf and understood the same.
• (ii) That I have attended an orientation session organized by the Firm explaining details on all aspects of business i.e., products, marketing and compensation plan, expected remuneration, policies and procedures and understood the same.
• (iii) That no enrolment fees have been charged from me.
• (iv) That I agree to this contract with free consent i.e., without any coercion, under influence, etc.