Terms and Conditions

Brand Affiliate Agreement Terms & Conditions (CANADA)

1. I understand that as a Brand Affiliate (“Brand Affiliate”) for GelMoment Inc. (hereafter “GelMoment”): I have the right to solicit orders for GelMoment products and services in accordance with these Terms and Conditions on behalf of GelMoment. I understand that it is within the exclusive right of GelMoment to accept or reject such orders.
   b.    If qualified, I have the right to earn commissions pursuant to the GelMoment Brand Affiliate Earning Plan.
2. I agree to present GelMoment products and services as set forth in official GelMoment literature.
3. I agree that as a gelmoment brand affiliate I am an independent contractor, and not an employee, partner, legal representative, or franchisee of gelmoment. I agree that I will be solely responsible for paying all expenses that I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF Gelmoment FOR FEDERAL, PROVINCIAL, OR TERRITORIAL TAX PURPOSES. As such, gelmoment shall not be responsible for withholding any applicable taxes on my behalf and will not withhold or deduct any such amounts from my bonuses and commissions. I understand that I am solely responsible for reporting such income and paying all applicable taxes and other remittances. I understand that I am not entitled to workers compensation or unemployment security benefits of any kind from gelmoment.
4. I have carefully read and agree to comply with the GelMoment Policies and Procedures, the GelMoment Brand Affiliate Earning Plan, and the GelMoment Business Entity Addendum (the Business Entity Addendum applies only to business entities that apply to become a Brand Affiliate) each of which are incorporated into and made a part of these Terms and Conditions (these four documents shall be collectively referred to as the “Agreement”).  If I have not yet reviewed the Policies and Procedures at the time I execute this Agreement, I understand that they are posted in my Back Office.  I will review the Policies and Procedures within five days from the date on which I execute this Agreement.   If I do not agree to the Policies and Procedures, my sole recourse is to notify the company and cancel my GelMoment Agreement.  Failure to cancel constitutes my acceptance of the Policies and Procedures. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from GelMoment.  I understand that the Agreement may be amended at the sole discretion of GelMoment, and I agree to abide by all such amendments.  Notification of amendments shall be posted in my Back-Office.  Amendments shall become effective 30 days after publication, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment.  The continuation of my GelMoment business or my acceptance of bonuses or commissions after the effective date of any amendment shall constitute my acceptance of any and all amendments.
5. The term of this agreement is three months (subject to prior cancellation pursuant to the Policies and Procedures).  If I do not renew my GelMoment business by paying the quarterly renewal fee, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Brand Affiliate.  I shall not be eligible to sell GelMoment products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from my activities.  In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former customers or network and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former customers or network. GelMoment reserves the right to terminate all Brand Affiliate Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. 
6. I may not assign any rights under the Agreement without the prior written consent of GelMoment.  Any attempt to transfer or assign the Agreement without the express written consent of GelMoment renders the Agreement voidable at the option of GelMoment and may result in termination of my business.
7. I understand that if I fail to comply with the terms of the Agreement, GelMoment may impose upon me disciplinary sanctions as set forth in the Policies and Procedures.
8. GelMoment, its parent and/or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release GelMoment 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 GelMoment and its affiliates from all liability arising from or relating to my promotion or operation of my GelMoment business and any activities related to it (e.g., the presentation of GelMoment products, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify GelMoment for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.
9. The Agreement, in its current form and as amended by GelMoment at its discretion, constitutes the entire contract between GelMoment and myself.  Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
10. Any waiver by either party of any breach of the Agreement must be in writing and signed by the party, or an authorized agent of the party, against whom the waiver is asserted.  Any waiver of a breach by a party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.
11. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable.  The balance of the Agreement will remain in full force and effect.
12. This Agreement will be governed by and construed in accordance with the laws of the Province of Quebec, without regard to principles of conflicts of laws.  In the event of a dispute between a Brand Affiliate and GelMoment arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures.  GelMoment shall not be obligated to engage in mediation as a prerequisite to disciplinary action against a Brand Affiliate.  If the parties are unsuccessful in resolving the dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures.
13. Notwithstanding the foregoing, either party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or Distributor or Brand Affiliate lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award.  In all actions before the courts, the parties’ consent to exclusive jurisdiction and venue before the court residing in Quebec, Canada.
14. If a Brand Affiliate wishes to bring an action against GelMoment 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, or the shortest time permissible under state law.  Failure to bring such action within such time shall bar all claims against GelMoment for such act or omission.  Brand Affiliates waives all claims that any other statute of limitations applies.
15. I grant GelMoment an irrevocable license to use my name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums, and I waive all claims for remuneration for such use. I further waive my right to inspect or approve all draft, beta, preliminary, and finished material.
16. I certify that I am 18 years of age.