THIS AGREEMENT is made BETWEEN
WORLD BUSINESS BUILDERS A.B.N. 60277486886 a company duly incorporated in Australia and having its registered office at Lara in the State of VICTORIA (hereinafter
called "World Business Builders”) of the first part AND the person, company, corporation or trust identified on the Online Application Form to
which this Agreement is attached (hereinafter called "the Premium Member") of the second part
W H E R E A S: -
A. World Business Builders in Australia (hereinafter called “World Business Builders”), in its own right and together with its related entities, associates and affiliates, owns the right, title and interest including intellectual property, licences, agreements, software, hardware, packages and the like in relation to a “marketing platform” business offering various marketing tools, products, training, blogs, business tools designed to assist the Premium Member to increase his/her/its customer base and to generally provide ideas and assistance to the Premium Member to increase his/her/its profitability (hereinafter collectively called “the products”).
B. The Premium Member, by entering into this Agreement with World Business Builders, and complying/completing the requirements as set out in the Bonus Plan, is able to earn bonuses as outlined in the Bonus Plan and in the other documents provided by World Business Builders from time to time, all of which documents form part of this Agreement and which, the Premium Member is bound by to enable the Premium Member to acquire the Bonuses and incentives offered by World Business Builders.
IN CONSIDERATION of the mutual covenants and agreements hereinafter provided the parties hereto covenant and agree with each other as follows: -
1.1.1. The provisions of this Agreement shall bind each of the parties hereto and their respective heirs, executors, administrators, successors and assigns.
1.2 Unless otherwise required by or repugnant to the context, in this Agreement a reference in the singular shall include the plural and vice versa and a reference to any gender shall include all genders.
1.3 The Application Form, this Agreement, the Bonus Plan, the Policies and Procedures (if any) and all other documents and Agreements including amended documents and amended Agreements, all form part of this Agreement. The Premium Member hereby acknowledges and agrees that any other documents previously provided to the Premium Member and signed and accepted by the Premium Member, are null and void and shall not have any effect whatsoever.
1.4 All reference to Premium Members, include Premium Account Members and means a person (who is at least 18 years of age or some other legal age as required in their country of residence), or entity approved and accepted by World Business Builders who has registered, paid their membership fees and all other fees and charges required to be paid.
1.5 A Customer includes a person or entity or company who purchases goods and/or services from the Premium Member or from an entity operated by the Premium Member.
1.6 A reference to the “Business” means the business operated by the Premium Member along with other Premium Members and others to promote and/or sell the Products offered by World Business Builders to third parties with a view of third parties becoming Premium Members so as to enable them to earn bonuses as outlined in this Agreement and/or in the Bonus Plan and/or as outlined in all other documents produced from time to time by World Business Builders.
1.7 A reference to World Business Builders and all its subsidiaries, associated companies, related entities, licensees and duly authorised agencies wherever the context permits.
RETURNS/BENEFITS TO THE PREMIUM MEMBER
The Premium Member HEREBY ACKNOWLEDGES AND AGREES that all reference to income, earnings, remuneration and returns referred to in this Agreement and/or in the Bonus Plan and/or in any other document, material, pamphlet, brochure and the like produced by World Business Builders utilising the name “World Business Builders”, are merely illustrations and examples of the potential income a Premium Member can make and that World Business Builders does not provide any guarantees whatsoever as to what bonuses, if any, a Premium Member will be able to make through the business. The Premium Member FURTHER ACKNOWLEDGES AND AGREES that the remuneration/bonus the Premium Member receives or may receive from World Business Builders under the Bonus Plan, will be based on the Premium Member’s personal efforts, commitment and time spent in promoting the products to third parties and generally complying with the terms and conditions outlined in the Bonus Plan. World Business Builders further makes no representations whatsoever to the Premium Member that the Premium Member will increase productivity and/or profitability of their/his/her business as a result of using and promoting the products of World Business Builders
OBLIGATIONS OF THE PREMIUM MEMBER
The Premium Member hereby agrees to: -
Attend all aspects of developing/building, expanding and promoting his/her/its business using official material only (including marketing material), guidelines, policies and procedures and directions provided and approved by World Business Builders from time to time.
3.1.2 Be fully responsible for his/her/its business including paying all fees, charges, taxes, levies, expenses of whatever kind required to be paid to the relevant Government Authorities and to others for any bonuses earned under the Bonus Plan, registering the business with the relevant authorities if so required and fully complying with all the legal and other requirements in operating the business in the jurisdiction that the Premium Member resides in and conducts his/her/its business in.
3.1.3 Ensure that proper records are kept of all transactions, correspondence and action in relation to the running and the general operation of the Premium Member’s business.
3.1.4 Generally to do all such acts and things as may be necessary and required in operating the Premium Member’s business in the jurisdiction the Premium Member resides in including complying with all legal requirements to operate his/her/its business.
Please notify World Business Builders of any changes to the personal information provided to World Business Builders after the completion of the online Application form including but not limited to changes in the home or business address provided to World Business Builders, changes in bank account details, email address/es telephone number/s and any other relevant information required to be provided to World Business Builders from time to time including information required by World Business Builders and/or by the relevant Authorities by virtue of the country/place of residence of the Premium Member.
3.1.7 Ensure that he/she/it does not attempt to represent World Business Builders in any way or make any representations about the Bonus Plan or business/businesses model or the amount of income/benefit a potential new Premium Member can derive from becoming a Premium Member.
3.1.8 Not engage in any conduct or activity whatsoever that would adversely affect or damage World Business Builders and the business in general including not collecting or receiving funds from other potential Premium Members or third parties on behalf of World Business Builders
3.1.9 Not use (without the prior written consent of World Business Builders, any logos, domains, trademarks, symbols, writings, documents, letterheads, style and colours, designs, slogans and any other material belonging to World Business Builders and/or the products owned by World Business Builders.
3.1.10 Not organise events, seminars, training sessions, information sessions, workshops and the like without the prior written consent of World Business Builders.
3.1.11 Not create and use and distribute any brochures, pamphlets, media content, documents, videos, audios, flyers, advertising material, bulk emails, web content and any material whatsoever without the prior written consent of World Business Builders.
3.1.12 Immediately notify World Business Builders of any breach of any terms and conditions of this Agreement by other Premium Members, Customers and others including immediately notify World Business Builders of any act or thing that the Premium Memberaware of which adversely affects or could adversely affect or damage World Business Builders and World Business Builders business generally.
3.1.13 Not directly or indirectly, personally or otherwise work with or engage in directly or indirectly through a third party, in a business that offers similar products offered by World Business Builders and operates a similar business model or the same business model as World Business Builders, without the prior written consent of World Business Builders, excluding any business that the Premium Member was already involved with prior to entering into this Agreement with World Business Builders.
3.1.14 Not entice or recruit or attempt to recruit any persons and/or Premium Members into any other network marketing/multilevel marketing business or a similar business structure, business or Bonus Plan offered by World Business Builders.
3.1.15 Comply with and abide by all Federal Laws, State Laws, Rules and Regulations, applicable to the Premium Member’s business in the jurisdiction the Premium Member resides in, including but not limited to complying with all tax laws and regulations, advertising and promotions, consumer protection laws, etc.
3.1.16 Ensure that all official material used are the latest and the most up to date and correct version.
The Premium Member hereby ACKNOWLEDGES AND AGREES that, to the fullest extent permitted by law, World Business Builders, its directors, officers, contractors, suppliers, licensees and licensors, employees, agents, affiliates, officers, parents, subsidiaries, legal representatives and subcontractors shall not be liable for and responsible for any legal liability, loss (including economic, indirect and consequential loss eg but not limited to power failure, loss of internet, interruptions caused to the various sites owned and operated by World Business Builders or by third parties, failure of merchants to fulfil product and service orders, etc), loss of anticipated profits or anticipated savings, loss of returns/profits or less return made by the Premium Member than anticipated or projected in the Bonus Plan, any document, pamphlet, material, promotion, or marketing material produced by World Business Builders), damages, claim or proceeding or any other matter or thing whatsoever in respect of any loss or damage whatsoever or howsoever caused including to any property real or personal arising out of or in the course of the performance by World Business Builders of its obligations under this Agreement together with all liability loss claims or proceedings whatsoever arising under any statute or at common law in respect of any loss or damage to the Premium Member howsoever arising out of or incidental to and associated with this Agreement including due to and in the course of World Business Builders performance of the terms of this Agreement in the absence of any gross negligence or fraud on the part of World Business Builders
NOTICES AND CORRESPONDENCE
5.1 Any notice or correspondence required to be given by the Premium Member to World Business Builders, will be done so by the Premium Member by email to the correct Department as advised by World Business Builders from time to time.
5.2 Any notice or correspondence required to be given by World Business Builders to the Premium Member, will be done so by World Business Builders by email to the Premium Member as per the email address provided by the Premium Member to World Business Builders at the time of the online application made by the Premium Member, which email can be amended by written notification to World Business Builders from time to time. The onus is on the Premium Member to notify World Business Builders of any changes to the Premium Member’s physical address, email address and other details of the Premium Member.
A notice or correspondence can also be sent by World Business Builders: by delivering it to the physical address noted in the Premium Member’s online application as amended and notified to World Business Builders by the Premium Member from time to time;
5.3.2 by facsimile transmission as advised by the Premium Member to World Business Builders from time to time.
If any provisions of this Agreement or its application to any party or circumstance is unlawful, invalid or unenforceable for any reason the remainder of this Agreement shall not as a result be affected or invalidated. Where the provisions of any law rendering this or any part of this Agreement invalid or unenforceable are able to be waived they are hereby waived by the parties to the full extent allowed by that law and as far as may be necessary (but not to any greater extent) to enable this Agreement to be valid and binding on the parties according to its terms.
GOVERNING LAW AND JURISDICTION
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation including non-contractual disputes or claims, is governed by and shall be construed in accordance with the laws of Victoria, Australia
7.2 Each party irrevocably submits to the non-exclusive jurisdiction of the Courts of Victoria, Australia. Where any legal proceedings are brought in Victoria, Australia, each party irrevocably waives any objection to the venue on the basis that the proceedings have been brought in an inconvenient forum.
RATIFICATION AND RE-EXECUTION
A party to this Agreement who may have defectively executed this Agreement may re-execute or ratify its purported execution of this Agreement and that re-execution or ratification will relate back to the date of the original purported execution of this Agreement by that party.
Each of the parties to this Agreement undertakes upon request by any other party to this Agreement to execute all documents and instruments and do all acts and things necessary or appropriate to give full and complete effect to the transactions contemplated by this Agreement and to the terms of this Agreement.
Unless application is mandatory any statute, ordinance, proclamation, regulation or moratorium present or future will not apply to this Agreement so as to limit, extinguish, impair, diminish, fetter, delay or otherwise prejudicially affect any rights, powers, remedies or discretions given or accruing to any party under this Agreement.
No waiver by any party or any provision of or right of that party under this Agreement or of any breach of or default under this Agreement will be effective unless it is in writing and signed by the party giving the waiver. Any waiver is effective only to the extent to which it is expressly made or given. No failure to exercise and no delay in exercising any right, power or remedy under this Agreement by any party shall operate as a waiver by that party of any of its rights nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy. Any rights, powers or remedies provided to a party under this Agreement are cumulative and are not exclusive of any rights, powers or remedies otherwise provided by law. No custom or practice of the parties at variance with the terms of this Agreement shall constitute a waiver of a party's right to demand strict and exact compliance with the terms of this Agreement.
NO ASSUMPTION OF PARTNERSHIP, AGENCY ETC
All acts and things done by the Premium Member in relation to the Premium Member’s business with a view to generally expanding the business and income for the Premium Member, are to be strictly in accordance with the official documents, materials, videos, guidelines, directions of World Business Builders
The Premium Member hereby Acknowledges and Agrees that nothing in this Agreement shall constitute a partnership between the parties, nor constitute one the agent of the other, nor constitute an employer/employee relationship between the parties and that at all the times the Premium Member shall operate as an independent business owner/operator and be fully responsible for all aspects of his/her/its business including paying all expenses, taxes, fees and charges levied by all relevant Government and other bodies in relation to the Premium Member’s business.
The Premium Member hereby Acknowledges and Agrees not to hold himself/herself/itself out as an agent, employee, shareholder, worker, servant, partner, associate and the like of World Business Builders and is prohibited from signing any agreements, contracts or documents on behalf of World Business Builders or and shall at all times remain an independent business owner/operator.
ACKNOWLEDGEMENTS BY THE PREMIUM MEMBER
Notwithstanding anything to the contrary contained herein and in any other document forming part of this Agreement, the Premium Member ACKNOWLEDGES AND AGREES as follows:
13.1.1 That the Premium Member is bound by the terms and conditions of trade and business as outlined by each merchant, supplier, provider or third party providing services to World Business Builders which World Business Builders in turn is providing to the Premium Member and by the terms and conditions stipulated by each and every Affiliate or third party that has entered into an Agreement with World Business Builders (hereinafter collectively called “third parties”), which third parties offer or may offer some of the products and services to World Business Builders under a licence agreement with World Business Builders in turn offering those products and services to the Premium Member, and World Business Builders bears no responsibility or liability whatsoever to the Premium Member or to the Customer of the Premium Member in the event of any loss or damage of any kind whatsoever accruing to the Premium Member and/or to its/their/him/her Customer as a result of any act, action, failure to act, breach of the terms and conditions etc, by any of the aforesaid third parties that World Business Builders has an Affiliation, Licence or Agreement with (which third parties in turn provide goods and services through World Business Builders with World Business Builders in turn providing the goods and services to the Premium Member), including but not limited to any loss or damage whatsoever to the Premium Member and/or to its/his/hers/their Customer due to removal or replacement of products offered by World Business Builders through its marketing platform and/or the removal and replacement of third parties and products and services provided by third parties to World Business Builders in its entire discretion.
13.1.2 That the Premium Member and/or its/their/his/her Customer (where applicable), shall be liable for and shall indemnify World Business Builders against all legal liability, loss (including loss of profit or less profit made than anticipated or projected), claim or proceeding or any other matter or thing whatsoever in respect of any loss or damage whatsoever or howsoever caused including to any property real or personal arising out of or in the course of the performance by the third parties (including breach by the providers, suppliers, merchants in the marketing platform included in the Agreement between such last aforementioned parties and World Business Builders), of their respective obligations to the Premium Member pursuant to the terms and conditions of trade entered into between the merchants and other third party providers to the Premium Member of World Business Builders together with all liability loss claims (including failure by the third parties to provide goods and services, if applicable), or proceedings whatsoever and howsoever arising under any statute or at common law or in tort, in respect of any loss or damage to any person whomsoever arising out of or in the course of the performance by third parties under their respective terms and conditions/terms of trade with the Premium Member/Customer who in turn has entered into this Agreement with World Business Builders
13.1.3 If a Premium Member introduces another Premium Member to the business whereby the New Premium Member (hereinafter called “NPM”), buys products from torld Business Builders, the NPM acknowledges that he/she/they/it cannot change his/her/their/its position due to the software system utilized by World Business Builders to give bonuses to all its Premium Members providing they are eligible for the bonuses under the Bonus Plan.
13.1.4 That as part of the online Application process and on an ongoing basis World Business Builders will collect personal data pertaining to the Premium Member, NPM and Customer including but not limited to physical addresses, email addresses, telephone numbers, buying patterns and habits etc (hereinafter collectively called “data”), which data World Business Builders can utilise for general marketing purposes only including offering the Premium Member/Customer other products and services, subject to the rights in the jurisdiction the Premium Member/Customer resides in, to unsubscribe or to otherwise withdraw from receiving such offers of goods and services including notifying World Business Builders in writing to cease making such offers.
13.1.5 That from time to time World Business Builders will amend these terms and conditions for various reasons including changes required to comply with the requirements of any laws or amendment to the laws of a specific country or jurisdiction or changes made to improve the business for the mutual benefit of all parties, or changes that are considered necessary in light of additional operational costs incurred by World Business Builders, and the Premium Member hereby agrees to accept all such changes and not make any objections to any such changes notified in writing by World Business Builders, providing that no such changes or amendments shall operate retrospectively unless the same is required to be done by law in any given jurisdiction.
13.1.6 That World Business Builders shall not be responsible for acts beyond its control, including but, not limited to fire, flood, earthquake, storms, power outages affecting the Premium Member’s access to the internet and power generally, technical and electronic errors or disruptions, labour difficulty, equipment failure, issues, failures and errors with any applications or platforms provided by the Company and/or the Company’s Affiliates, supplier problems, tracking failures and consequent loss of data, malfunctions, non-availability or breakdown of the mobile phone network or terminals or other difficulties or issues or errors that might prevent, adversely affect or hinder performance under this Agreement by World Business Builders .
13.1.7 That in the case of receiving bonuses under the Bonus Plan, the Premium Member will be eligible for the bonuses only if the Premium Member complies with the conditions under which the bonus will be payable as outlined in the Bonus Plan.
13.1.8 That any information or advice provided by World Business Builders or by any of its representatives, agents, employees, or agents, or by any Member, whether oral or written, will not create any representation, warranty, or condition, or vary or amend this Agreement, and the Premium Member may not rely on any such advice or information, unless such information is in writing and is expressly listed as an amendment of this Agreement.
COVENANTS BY THE COMPANY
World Business Builders ACKNOWLEDGES AND AGREES as follows:
14.1.1 To provide an online “back office” to each Premium Member at no charge to the Premium Member for basic services only on condition that the Premium Member shall forthwith notify World Business Builders of any unauthorised access or improper use or access to the services provided by World Business Builders to the Premium Member.
14.1.2 To provide to the Premium Member all material required from time to time to assist the Premium Member to build his/her/its business including but not limited to videos, audio links, training modules and other material, documents, power points, slides and other tools of trade from time to time.
TERMINATION BY THE PREMIUM MEMBER
15.1 The Premium Member may terminate this Agreement at any time through the membership period by giving at least fourteen (14) days written notice to World Business Builders. Refunds can only be given to members within a 21 day period of their initial activation of membership. At the expiration of the notice period, the Premium Member shall no longer have any rights or claims whatsoever against World Business Builders in the absence of any fraudulent acts by World Business Builders
DEFAULT BY THE PREMIUM MEMBER
If the Premium Member commits a breach of an essential term of this Agreement and World Business Builders considers that damages may be an inadequate remedy then World Business Builders may give to the Premium Member a written notice (hereinafter referred to as the "default notice") requiring the Premium Member to remedy the breach. In the event that the Premium Member fails to remedy the breach within a reasonable period from the date of receipt of such notice then World Business Builders shall be at liberty to give to the Premium Member a written show cause notice (hereinafter referred to as the "show cause notice"). The onus shall thereupon be upon the Premium Member to show cause to World Business Builders a reasonable cause within a period of three (3) days (or earlier depending on the seriousness of the breach) from the date of receipt of such notice as to why World Business Builders should not exercise a right of termination of the Agreement.
TERMINATION BY THE COMPANY
In the event that World Business Builders in its reasonable discretion forms the view that that the Premium Member has failed to show a reasonable cause as to why this Agreement should not be terminated, this Agreement shall immediately be terminated by World Business Builders giving written notice of the same to the Premium Member. In the event there is loss and damage caused to World Business Builders as a result of the breach under the terms and conditions of this Agreement by the Premium Member, the loss and damage shall be off set against any moneys owing by World Business Builders to the Premium Member under this Agreement including under the Bonus Plan, Provided Always that any payment made by World Business Builders to the Premium Member upon termination shall not be construed as any waiver of any antecedent breach or the rights of the parties arising out of this Agreement.
17.2 Notwithstanding anything to the contrary contained in this Agreement, in the event World Business Builders forms the view, acting reasonably, that the breach by the Premium Member has caused or is likely to cause considerable loss and damage to World Business Builders and to the business in general, World Business Builders may terminate this Agreement with immediate effect.
17.3 In the event of breach by the Premium Member under this Agreement, the Premium Member will be liable to World Business Builders for all loss and damage suffered by World Business Builders including but not limited to all legal costs and disbursements and expenses associated with and incidental to the same.
17.4 Upon termination of this Agreement, the Premium Member shall forthwith return all marketing and other material, documents and the like belonging to World Business Builders and shall forthwith cease utilising any documents, marketing material websites, names registered by World Business Builders, links and all other material belonging to World Business Builders.
TRANSFER/SALE OF BUSINESS ETC
18.1 The Premium Member shall not assign, sell or transfer this Agreement or the rights and obligations arising from this Agreement to third parties or otherwise transfer their business without the prior written consent of World Business Builders. In the event of the death of the Premium Member, upon receipt of a certified copy of the death certificate of the Premium Member by World Business Builders and upon compliance with all applicable local laws in the jurisdiction where the Premium Member resided, World Business Builders hereby agrees to transfer all the rights, titles and interest of the deceased Premium Member’s business to the named beneficiaries.
19.1 The Premium Member hereby agrees to take all steps necessary to ensure that all business and trade documents, material, business secrets, acquired or entrusted to the Premium Member during the term of this Agreement is kept strictly confidential and that the Premium Member will continue to maintain strict confidentiality even after the termination of this Agreement.
19.2. The Premium Member is not precluded from disclosing any confidential information referred to in this Clause 19.1 to any third parties, but only to the extent that such disclosure is necessary for the purposes of the Premium Member’s business under this Agreement.
20.1 World Business Builders reserves the right to transfer/assign/sell all its rights, interest and benefits under this Agreement.
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