Independent Marketer Agreement
The consideration for this agreement includes the opportunity for the Munami Marketer to earn a marketing income from MUNAMI for successfully marketing MUNAMI’s products and/or services and for MUNAMI to earn sales of its products and/or services from the marketing efforts of the Munami Marketer, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. The parties acknowledge that this agreement is entered into by each of them under seal.
This Agreement shall not render the Munami Marketer an employee, partner, distributor or agent of MUNAMI for any purpose. The Munami Marketer is and will remain an independent contractor in his/her relationship to MUNAMI. The Munami Marketer shall not act, or attempt to act, or represent himself/herself, directly or by implication, as an agent, employee or representative of MUNAMI or in any manner assume or create, or attempt to assume or create, any obligation on behalf of MUNAMI. MUNAMI shall not be responsible for withholding taxes, employment insurance premiums or Canada Pension Plan premiums with respect to the Munami Marketer’s compensation hereunder. The Munami Marketer shall have no claim against MUNAMI hereunder or otherwise for overtime, vacation pay, statutory holiday pay, termination pay, severance pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, employment insurance benefits, or employee benefits of any kind.
Scope of Relationship
(a) Obligations of the Munami Marketer
- A Munami Marketer is an individual, business or entity, which enters into this agreement with Munami to market Munami’s products, services, brand, and/or lifestyle.
- As a Munami Marketer, you are entitled, but not obligated, to market Munami’s products and/or services to the public.
- As a Munami Marketer, you are personally accountable to fully comprehend the Munami Achievers Program; you will regularly check the official company website for policy and procedural changes & upgrades; and you agree to comply with the most current policies and procedures as posted on the Munami website.
(b) Obligations of Munami
- Munami will maintain and administer the Munami Achievers Program.
- Munami will provide its products and services for marketing by the Munami Marketer.
- Munami will provide the Munami Marketer with essential marketing materials to help the Munami Marketer market Munami’s products and services. (Example. documentation, personal replicator website (blog), back office access to communicate and track your progress)
- Munami will pay Munami Marketers a Marketing Income for successfully marketing Munami products and/or services, as set out in the M.A.P material. Munami may pay the Munami Marketer for any bona fide entitlement to a Marketing Income within 30 business days of reaching 360A°.
Law. As a Munami Marketer, you shall comply with all laws (whether statutory or common), rules, regulations and codes of conduct for the territory in which you carry on business. Any breach of this provision may disentitle the Munami Marketer to the Marketing Income and/or may lead to termination of this agreement, at the discretion of Munami.
Amendments. MUNAMI reserves the right to amend the Munami Agreements & Appendices at any time without notice. Any amendment becomes binding and effective once such amendment is posted on the MUNAMI website.
Privacy. MUNAMI reserves the right to share Marketers personal information with third parties required for necessary operations of the M.A.P. These third parties include, but are not limited to, banks, financial institutions and payment processors. All activities on MUNAMI sites are monitored and recorded and can be used by MUNAMI for any reason related to the business of MUNAMI. The Marketer acknowledges and hereby states that entering into this agreement shall constitute his/her express consent to MUNAMI to collect, maintain, use and disclose his/her personal information.
Participation. The M.A.P is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our program is not available to children (persons under the age of 18) or temporarily or indefinitely suspended MUNAMI members.
Administration. Munami may set off any amount owed to Munami by the Munami Marketer from any amount owed by Munami to the Munami Marketer.
- MUNAMI reserves the right to terminate this agreement at any time for any reason without cause or prior notice.
- Upon termination of this agreement, all terminated accounts of the Munami Marketer will be cancelled and the Munami Marketer shall immediately cease marketing MUNAMI’s products or services.
- Upon termination the Munami Marketer shall immediately return all materials related to the M.A.P in its possession, including but not limited to all M.A.P materials and documentation, without making or retaining any copies thereof.
- MUNAMI will not be liable to the Munami Marketer for any rewards or benefits which would have been earned after the termination date. Rewards and benefits will not be paid out after the termination date unless earned prior to the termination date.
- Any funds owed to MUNAMI by the Munami Marketer, including purchase balances and fines, shall become immediately payable in full by the Munami Marketer.
Limitation of Liability and Disclaimer of Warranty
The Munami Marketer agrees that, by definition, access to the Internet is associated with risks, including but not limited to, authentication, data security, privacy, the availability of services and the reliability of transmission. The Munami Marketer agrees to bear full and exclusive responsibility arising from such risks and consequences of the usage of the Internet. MUNAMI does not guarantee that any transaction will be free of such risks. MUNAMI shall not be liable for damages resulting from delayed delivery or non-delivery of ANY INFORMATION OVER THE INTERNET.
To the fullest extent permitted by law, MUNAMI disclaims all representations and warranties (express, implied and statutory, including but not limited to the warranties of merchantability and fitness for purpose, and non-infringement of proprietary rights) as to its PRODUCTS and services.
Notwithstanding any other provision of this Agreement or rule of law or statutory provision or otherwise, MUNAMI shall not be liable for any damages whatsoever, including but not limited to any direct, indirect, special, consequential, punitive or incidental damages, or damages for loss of use, profits, data or other intangibles, or the cost of procurement of substitute goods and services.
MUNAMI does not exclude any liability for (i) death or personal injury attributable to the negligence of MUNAMI, its employees or agents; or (ii) direct physical damage caused to the Munami Marketer’s products and/or services and attributable to the negligence of MUNAMI its servants or agents.
Events such as acts of god, strikes, government measures, breakdown of transmission equipment, blackouts, or any other disruption that is beyond MUNAMI's control, release MUNAMI from its contractual obligations and from any liability. MUNAMI will make every reasonable effort to remedy such disruptions as soon as possible.
Munami Marketer shall indemnify and hold harmless MUNAMI, its agents, affiliates, officers, directors, employees and shareholders, from any claim or demand whatsoever relating to or arising out of the Munami Marketers involvement in the M.A.P.
Conflicts of Interest and Indemnity.
The Munami Marketer represents that he or she is free to enter into this Agreement, and that this agreement does not violate the terms of any agreement between the Munami Marketer and any third party. Further, the Munami Marketer, in carrying out this agreement shall not utilize inventions, discoveries, developments, innovations, literary or artistic works or any other matters subject to protection at law in which he or she does not have the right to utilize this agreement. Munami Marketer hereby agrees to indemnify and hold harmless MUNAMI for any and all claims related in any way to the provision of his/her services, including but not limited to claims by third parties for infringement of any right provided at law.
Choice of Law. The laws of the Province of Ontario shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and services of the parties hereto. The parties hereby irrevocably attorn to the jurisdiction of the courts in Toronto, Ontario.
Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.
Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.
Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
Assignment. The Munami Marketer shall not assign or transfer any of his/her rights under this Agreement, or delegate the performance of any of his/her services hereunder, without the prior written consent of MUNAMI. MUNAMI may assign any of its rights under this Agreement without the consent of the Munami Marketer.
Entire Agreement. Subject to subsection 11(g) of this agreement, this agreement constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and cancelled in their entirety and are of no further force and effect.
Other Documents. This agreement includes all MUNAMI policies and procedures, including the M.A.P material, as outlined on the MUNAMI website at www.munami.com, and the parties agree to be bound by such policies and procedures as if they were stated herein.
Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, sent to the e-mail address provided or if deposited to Canada Post by regular mail. If such notice or demand is served personally or by e-mail, notice shall be deemed constructively made at the time of such service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit to Canada Post addressed to the party to whom such notice, demand or other communication is to be given as provided by the parties.
Munami reserves the right to refuse participation to any individual, business or entity to market our brand, our products, or services if we believe said individual, business or entity is causing, or is likely to cause, harm to the image or reputation of the company or to the image, reputation or marketability of our products.
When marketing Munami’s products or services, Marketers shall adhere to the policies and procedures of the Munami Achievers Program (“M.A.P”), as set out in the M.A.P material and other documentation concerning the M.A.P, as set out on the Munami website and as may be amended from time to time. Any amendment shall become effective when posted on the Munami website and the Munami Marketer agrees to be bound by any amendment, and all transactions shall be governed by any amendment, after such posting. The Munami Marketer agrees to monitor the current policies and procedures posted on the Munami website on a regular basis.
Marketers agree and understand that the enforcement of the Agreements, Appendices, and Policies will make a significant and positive impact on upholding the Munami brand & lifestyle, reputation and marketability of our products.
M.A.P Operation Agreement | Appendix 1.0
Activation Credits Policy
Each product in the store is allotted with a number of Activation Credits. When enough Activation Credits are accumulated, Marketers may use the required number of Activation Credits to get activated in the M.A.P.
If a Marketer accidentally activates their account incorrectly and requests a removal of said account:
- Munami does not guarantee a removal can transpire. Munami reserves the right to reverse or refuse an account removal.
- Removals may only occur if the account is at the 40A° or the 200A° positions.
- There will be a fee charged for each account removed and/or replaced.
If the Re-Activation box on the Registration page is set to checked, it will be deemed that the Marketer is giving MUNAMI INC. their irrevocable and unconditional authority to deduct the Total Charge of the purchase amount from their Marketing Income. If the Marketer chooses to change their Re-Activate preference, the Marketer must update their profile before reaching 360A°.
Product Refund and Exchange Policy
Each product or items may have a unique refund and/or exchange policy. Please check the Munami Store for details and information. Product refund and/or exchange policies remain valid if Activation Credits remain Un-Used for the duration of the refund and/or exchange timeframe. If the Activation Credits or any other rewards or benefits gained from the purchase of the product are Used, the Refund policy becomes null and void making the product a Final Sale; no return. If the Activation Credits or any other rewards or benefits gained from the purchase of the product are Used, the Exchange Policy may become null and void, the decision will be at the discretion of Munami.
Fees, Fines and Other Charges Policy
Munami reserves the right to charge Fees, Fines and other Charges to Marketers:
- The Marketer agrees to pay all fees and costs related to Munami preparing and remitting payment to the Marketer. This includes, but is not limited to, all checks, debit or electron cards, wire transfers and any other payment methods and associated costs, as set forth by Munami.
- The Marketer agrees to pay all fees and costs related to Munami preparing and shipping product orders to the Marketer. This includes, but is not limited to, costs of shipping, clearance, taxes, vat, costs of a return shipment and any other associated costs, as set forth by Munami.
- The Marketer agrees to pay all fines and costs for failing to comply with any of Munami’s Agreements, Appendices and Policies.
- Munami may set off any amount owed to Munami by the Marketer from any amount owed by Munami to the Marketer. Fees, Fines and other Charges are set forth in the Remittance Schedule.
Achievers Rewards Policy
Through the Achievers Rewards referral rewards program, Marketers who are qualified may earn points that are redeemable for cash, products and services. Marketers must remain in good standing throughout the course of this Agreement to ensure there are no stops or holds on earning Achievers Reward Points. Points earned during account seizures, account holds or investigations may become null and void.
Account Swap Policy
As Marketers progress through Achievement Degrees their marketing teams will alter. Marketers may switch teams through the swap system. Swapping is a way for a Marketer to change places with another Marketer who is (i) active (ii) on the same Achievers Degree and (iiii) on another team. The swapping action only move accounts, it does NOT move sales bundles. Sales qualifications cannot be lost due to swapping accounts.
- Both account holders must authorize the swap. If there is a concern of the legitimacy of a swap, an investigation will proceed. During the investigation process, all accounts and marketing income will be on hold and Achievers Rewards earned during that time may become null and void.
- Munami reserves the right to reverse the occurrence of a swapped account to its original team and location.
- Munami reserves the right to refuse a swap request.
- Munami reserves the right to restrict an account or an individual, business or entity from swapping.
- Swapping accounts does not require a payment. This action is Free. If an individual, business or entity is being asked for payment, please report to Munami immediately.
Transfer of Account Policy
Marketers may transfer ownership of their account to another marketer, individual, business or entity. The account owner must authorize the transfer.
- The account owner must authorize the transfer. If there is a concern of the legitimacy of a transfer, an investigation will proceed. During the investigation process, all accounts and marketing income will be on hold and Achievers Rewards earned during that time may become null and void.
- Munami reserves the right to reverse the occurrence of a transferred account to its original owner.
- Munami reserves the right to refuse a transfer request.
- Munami reserves the right to restrict an account or an individual, business or entity from transferring.
- Transferring accounts does not require a payment. This action is Free. If an individual, business or entity is being asked for payment, please report to Munami immediately.
Marketing & Promotional Agreement | Appendix 2.0
Marketers shall not market Munami’s products and/or services to other Marketers (whether an individual, business or entity) in the M.A.P. MUNAMI will not owe a Marketing Income, Wisdom Points, Achievers Rewards or any other reward or benefit to a Marketer in respect of any transaction involving the marketing of MUNAMI products and/or services by one Marketer to another Marketer.
The Munami Marketer shall not use MUNAMI’s website, marketing materials or documentation to market any products or services other than MUNAMI’s products or services. A breach of this provision may cause the Munami Marketer to be subject to fines and liability, as set out in the M.A.P material.
MUNAMI does not authorize Marketers to engage in “direct sales” of MUNAMI products and/or services on behalf of MUNAMI. Accordingly, Marketers are not authorized to sell MUNAMI products and services directly to the public on behalf of MUNAMI. MUNAMI only sells its products and services directly from its store (retail and internet), Marketers shall not represent that MUNAMI sells its products or services in any other manner.
Marketers may use all forms of media advertising, marketing and promotions, including Radio, TV, Print, Internet, and Telephone, and other such conventional methods as deemed legal in the Marketers jurisdiction and it complies with all Munami Agreements, Appendices, and Policies.
Munami Marketers are not authorized to bind MUNAMI. Munami Marketers may only market, advertise and promote MUNAMI and its products and services.
All advertising, content, etc. of Munami products and services must be pre-approved in writing by Munami. We are not responsible for any content or information other than that which is produced by us and then only so long as the same has not been altered or used inappropriately as determined in our sole discretion. Marketers cannot make any statement, whether through a website or otherwise, that reasonably would contradict anything in this Agreement and on our official websites.
Marketing & Administration
Every Marketer must register their own accounts, read and Agree to the terms and conditions and read and Agree to Munami Agreements, Appendices and Policies. The successful submission of a Munami online registration form means the Marketer agrees that all information on the registration form is true and the Marketer acknowledges that it will be treated as if it were a true signature on a legal binding document, and means that the Marketer has read the Agreement(s), agrees to all the terms and conditions as set out therein, and has full authorization to open the account.
If another individual, business or entity has completed the registration on behalf of a Marketer, this individual, business or entity must have full authorization to register and agree to terms and conditions on behalf of the registrant. The Registrant is bound by Munami’s Agreements, Appendices and Policies. Munami will not be held liable for the registration, shared passwords, full access to personal accounts, financial losses or disputes arising between Marketers.
Publicity & Use of Name
Marketers are permitted to use and post the content that Munami has provided to the Marketer on your Munami Personal Website and on provided marketing materials; however, Marketers may not create, publish, distribute, or print any material that makes reference to the Munami name or variation or misspelling of our name, in any marketing or promotional materials, whether print, broadcast or electronic, without first submitting such material to Munami and receiving our written consent.
Marketers are also prohibited from displaying in fairs, trade shows, and exhibitions or any public forum without first submitting your event strategy, plans, and materials being used at the event to Munami and receiving our written consent.
UNDER NO CIRCUMSTANCES WILL A MARKETER PERMIT, ENABLE OR ALLOW THE NAME MUNAMI, ANY OF MUNAMI'S TRADEMARKS, TRADE NAMES, PRODUCT NAMES, OR ANY DERIVATIVES OF ANY OF THE ABOVE LEAD DIRECTLY TO ANY OTHER WEBSITE ON THE INTERNET.
Marketers are not to use the Munami Logo or M.A.P Logo in any manner that is disparaging, portrays Munami in a negative light or that may adversely affect the goodwill of Munami or its brand. Marketers may not alter, modify, or change the Munami Logo, Images or Messages in any way.
If this Agreement is terminated or we notify you of a breach by you, you shall be required to remove all Munami graphic and/or textual links and content within 24 hours of receipt of such notice.
Upon termination the Marketer shall immediately return all materials related to the M.A.P in its possession, including but not limited to all M.A.P materials and documentation, without making or retaining any copies thereof.
Web & Social Media Agreement | Appendix 3.0
1. USAGE OF LINKS and LOGOS
As a Munami Marketer, Munami may make available one or more Links and Logos for use on the Marketers website that, subject to the terms and conditions hereof, Marketers may display on relevant areas of Marketers website. These Links and Logos will be made available through our online systems. The Links and Logos will serve to identify Marketers website as a member of our Munami Achievers Program and will clearly disclose the Marketers Independent relationship to Munami.
- Marketers must disclose and give full access to their personal external websites on which Marketers promote Munami.
- Marketers must seek authorization and approval before using any of Munami’s proprietary and/or brand elements.
- In utilizing the Links and Logos, Marketers agree to cooperate fully with Munami in order to establish and maintain our proprietary brand.
- In order to permit accurate tracking and reporting, Marketers will be responsible for ensuring that the Links and Logos are properly formatted.
- Marketers agree to use the Links and Logos in a manner that will in no way affect or alter the look, feel, or functionality of Marketers external website. Without limiting the foregoing, Marketers are expressly prohibited from framing our website in any manner, including without limitation causing the Marketers external website's tool bar to appear on Marketers Personal Site.
- Marketers agree not to alter, modify, or expand the Links in any way without our express prior written consent. Using URL shortening services such as TinyURL or Bit.ly are prohibited.
2. RIGHT TO MONITOR
- Munami has the right to monitor a Marketer’s external website and Personal Site at any time to determine if they are in compliance with the terms of the Agreements.
- If a password is required to view a Marketers site, Marketers must impart such access to Munami as requested.
RESALE. Marketers agree not to buy or encourage others to buy Munami products or accessories through Marketers Links for subsequent resale.
3. PROHIBITED USES OF "MUNAMI" NAME AND INTELLECTUAL PROPERTY:
Marketers are prohibited from using the Munami logo on Marketers website. Upon approval, Munami may grant Marketers a non-exclusive, non-transferable, revocable right to use the M.A.P Marketer Logo on Marketers external website. Marketers may not alter, modify, or change the Logo in any way.
- Marketers are not to use the M.A.P Marketer logo in any manner that is disparaging, portrays Munami in a negative light or that may adversely affect the goodwill of Munami or its brand. Marketers may not alter, modify, or change the Munami Logo, Images or Messages in any way.
-Except as otherwise permitted by this Agreeme