Business Owner Agreement (Terms & Conditions)
I understand that as an eCosway independent Business Owner
(hereinafter referred to as "Business Owner") of eCosway.com
Sdn Bhd (509213-A), a company incorporated under the laws of Malaysia
(hereinafter referred to as "eCosway" or "the Company"),
I have carefully read and agree to comply with the eCosway Policies and
Procedures, the eCosway Profit Plan and related Terms and Condition through
eCosway website, and agree with the following Terms and Conditions:
1. |
I understand that as a registrant for eCosway Business
Ownership, I have the legal right to sign this agreement and by
signing it, I will be legally bound by it. |
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2. |
I understand that once the registration and agreement
are accepted by eCosway, I will instantly become an eCosway independent
Business Owner and will immediately have the following rights
and responsibilities.
a. |
I have the right to purchase and retail merchandise
in accordance with these Terms and Conditions and the Policies
and Procedures set out by the Company; |
b. |
I have the right to participate the eCosway Profit Plan
(As a Business Owner, I am entitled to earn profit and rewards
if I reach all requirements); |
c. |
I have the right to introduce and enroll other people or
groups of people to become VIP Shoppers or eCosway Business
Owners, to build a business network and get corresponding
benefits from the eCosway Profit Plan; |
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3. |
I agree that as an eCosway Business Owner I am
an independent contractor, and not an employee, agent, partner,
legal representative, or franchisee of eCosway. I am not authorized
to and will not incur any debt, expense, obligation, or open any
checking account on behalf of, for, or in the name of eCosway.
I understand that I shall control the manner and means by which
I operate my eCosway business, subject to my compliance with these
Terms and Conditions, the eCosway Policies and Procedures and
the eCosway Profit Plan (all of which are collectively referred
to as the "Agreement"). I agree that I shall be solely
responsible for paying all expenses incurred by myself, including
but not limited to travel, food, lodging, secretarial, office,
long distance telephone and other expenses. I UNDERSTAND THAT
I SHALL NOT BE TREATED AS AN EMPLOYEE OF eCOSWAY FOR NATIONAL,
FEDERAL, PROVINCIAL, STATE, TERRITORIAL, COUNTY, LOCAL, OR MUNICIPAL
TAX PURPOSES. eCosway is not responsible for withholding, and
shall not withhold or deduct from my earnings, if any, withholdings
or taxes of any kind, unless such withholding becomes legally
required. I agree to be bound by all tax collection agreements
between eCosway and all appropriate taxing jurisdictions, and
all related rules and procedures. |
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4. |
I have carefully read and agreed to comply with
the eCosway Policies and Procedures and the eCosway Profit Plan,
both of which are incorporated into and made a part of these Terms
and Conditions. I understand that I must be in good standing,
and not in violation of any of the terms of this Agreement, in
order to be eligible to receive any earnings from eCosway. I understand
that these Terms and Conditions, the eCosway Policies and Procedures,
or the eCosway Profit Plan may be amended from time to time, and
I agree that any such amendment will apply to me. Notification
of amendments shall be published in official eCosway material
and sent to all Business Owners via email. The continuation of
my eCosway business or my acceptance of earnings shall constitute
my acceptance of any and all amendments. |
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5. |
The term of this Agreement is one year. If I fail
to pay my administration fee, or if it is cancelled or terminated
for any reason, I understand that I will permanently lose all rights
as a Business Owner. I shall not be eligible to sell eCosway merchandise
nor shall I be eligible to receive earnings or other income resulting
from the activities of my former business network. eCosway expressly
reserves the right to terminate all Business Owner Agreements upon
thirty (30) days notice via email in the event that it elects to:
a. cease business operations;
b. dissolve as a corporate entity; or
c. terminate distribution of its merchandise via direct selling.
I shall lose all rights but otherwise in any event I shall waive
all rights I have, including but not limited to any proprietary
rights attached to my former business network and to any earnings
or other remuneration derived through the sales and other activities
of my former business network.
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6. |
I shall not assign any rights or delegate my duties
under the Agreement or any part of the Agreement without the prior
written consent of eCosway. Any attempt to transfer or assign
the Agreement or any part thereof without the express written
consent of eCosway shall render the whole and all the Agreement
voidable at the option of eCosway and may result in termination
of my status as a Business Owner. |
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7. |
I understand that if I fail to comply with the
terms of any of the Agreement, eCosway may, at its sole discretion,
terminate my Business Owner Agreement or impose upon me other
disciplinary action, including but not limited to, forfeiture
of earnings, loss of all or part of my business network. If I
am in breach, default or violation of this Agreement, upon termination,
I shall not be entitled to receive any further earnings. If this
Agreement is terminated for any reason, I will forever lose my
rights as a Business Owner, including rights to my business network,
and rights to earnings pursuant to the eCosway Profit Plan. If
I fail to settle any outstanding payment due to eCosway, I authorize
eCosway to withhold the appropriate amounts from my earnings,
or debit my Business Owner's eAccount, if any, which I have authorized
eCosway to charge. |
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8. |
To the extent permitted by law, eCosway, its directors,
officers, shareholders, employees, assigns, successors, and agents
(collectively referred as "affiliates") shall not be
liable for, and I release eCosway and its affiliates from, and
waive all claims for any direct or indirect, special or consequential,
loss of profits, damages or any other loss incurred or suffered
by me as a result of:
a. |
my breach of any part of the Agreement |
b. |
the improper promotion or operation of my eCosway business
and any activities related to it (e.g., the presentation of
eCosway merchandise or Profit Plan, the operation of a motor
vehicle, the lease of meeting or training facilities, etc.); |
c. |
any incorrect or wrong data or information provided by me;
or |
d. |
the failure to provide any information or data necessary
for eCosway to operate its business, including without limitation,
my enrollment and acceptance into the Profit Plan or the payment
of profits and incentives. |
I agree that the entire liability of eCosway and its affiliates
for any claim whatsoever related to the relationship of eCosway
and myself, including, but not limited to, any cause of action
arising in contract, tort or equity shall not exceed, and shall
be limited to, the amount of merchandise I have purchased from
eCosway. I further agree to indemnify, hold harmless, and defend,
at my own expense, eCosway and its affiliates against any and
all claims, demands, costs, losses, damages, liabilities, judgments,
attorney fees and all other expenses arising or alleged to arise
in connection with my eCosway Business.
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9. |
The Agreement constitutes the entire contract
between eCosway and myself. Any promises, representations, offers,
or other communications not expressly set forth in the Agreement
are of no force or effect. To the extent of any conflict or inconsistency
between the Agreement and any other agreement, the Agreement shall
supersede and prevail over any term of any other agreement as
to the matters addressed herein. To the extent of any conflict
or inconsistency between these Business Owner Terms and Conditions
and the eCosway Policies and Procedures (in their current form
or as subsequently modified), the eCosway Policies and Procedures
shall in all instances supersede and prevail. |
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10. |
Any waiver by eCosway of any breach by the Business
Owner under the Agreement must be in writing and signed by an
authorized officer of eCosway. Any particular waiver by eCosway
of any breach of the Agreement shall not operate or be construed
as a waiver for other or any subsequent breach. |
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11. |
In the event that any provision of the Agreement
is held to be invalid or unenforceable, it shall not render the
whole Agreement invalid and unenforceable, and the remaining portion
of the Agreement shall remain in full force and effect. |
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12. |
This Agreement will be governed by and construed
in accordance with the laws of Malaysia. Except as set forth in
the eCosway Policies and Procedures, all disputes and claims relating
to eCosway, the Agreement, the eCosway Profit Plan or its merchandise,
the rights and obligations of a Business Owner or any other claims
or causes of action relating to the performance of either a Business
Owner or eCosway under the Agreement shall be settled totally
and finally by arbitration in Kuala Lumpur or such other location
as eCosway prescribes, in accordance with the Malaysian Arbitration
Act 1952 and Rules for Arbitration of the Kuala Lumpur Regional
Centre for Arbitration. If a Business Owner files a claim or counterclaim
against eCosway, a Business Owner shall do so on an individual
basis and not with any other Business Owner or as part of a class
action. The decision of the arbitrator shall be final and binding
on the parties and may, if need be, be reduced to a judgment in
any court of competent jurisdiction. Each party to the arbitration
shall be responsible for its own costs and expenses of arbitration,
including legal and filing fees. Each of the parties shall be
responsible for one-half of the total of:
a. |
the arbitrator's or arbitrators' fees; and |
b. |
the costs of arbitration. This agreement to arbitrate shall
survive any termination or expiration of the Agreement. |
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13. |
The parties consent to jurisdiction and venue before
any national, federal, state, provincial, or territorial court in
Malaysia for purposes of enforcing an award by an arbitrator or
any other matter not subject to arbitration. |
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