Terms and Conditions
INDEPENDENT BUSINESS OWNER APPLICATION/AGREEMENT and TERMS & CONDITIONS
1. I understand that as an Xedia Technologies, Inc. (Xedia) Independent Business Owner (IBO):
- I have the right to sell Xedia products in accordance with these Terms.
- I have the right to enroll persons in Xedia.
- I will support and train IBOs whom I sponsor.
- I will comply with all federal, state, county and municipal laws, ordinances, rules and regulations, and shall make all reports and payments as may be required by
any federal, state, county or municipal law, ordinance, rule or regulation.
- I will perform my obligations as a IBO with honesty and integrity.
2. I agree that as an Independent Business Owner, I am an independent contractor,
and am not an employee, agent, partner, legal representative, or franchise of Xedia.
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 XEDIA FOR
FEDERAL OR STATE TAX PURPOSES.
3. I have carefully read and agree to comply with the Xedia Policies and Procedures,
Code of Ethics and Xedia’s Privacy Policy, all of which are incorporated into and
made a part of these Terms and Conditions (collectively referred to as the ‘Agreement’).
I understand that I must be in good standing, and not in violation of any of the terms of
the Agreement, to be eligible to receive remuneration from Xedia. Xedia may amend the Agreement
at its sole discretion. Amendments shall be effective 30 days after notice of the amendment is
published in commercially reasonable fashion, which includes, but is not limited to, posting online
at the Internet IBO section of www.MyXedia.com. If I do not agree to any amendment, I shall cancel
my Xedia Independent Business Owner Agreement in writing no later than the effective date of the amendment.
4. The initial term of this agreement is one year and shall
automatically renew, subject to Xedia’s right to reject a renewal,
upon receipt of payment of the annual renewal fee. If I fail to annually
renew my Xedia business, or if it is canceled or teminated for any reason.
I will perminately lose all rights as a IBO. I shall not be eligible to sell
Xedia products and services nor shall I be eligible to receive remuneration
resulting from the activities of myself or my former downline sales organization.
In the event of cancellation , termination or nonrenewal, I agree to waive all rights,
including but not limited to property rights., to my former downline organization and
to any bonuses, commission or other remuneration derived through the sales and other
activities of my former downline organization. Xedia reserves the right to terminate
all IBO Agreements upon 30 days notice if the Company elects to cease business operations
or dissolve as a business entity.
5. I may not assign any rights or delegate my duties under this Agreement without the
prior written consent of Xedia. Any attempt to transfer or assign this Agreement without
the written consent of Xedia renders this Agreement voidable at the option of Xedia and may
result in termination of my business.
6. I understand that if I fail to comply with the terms of the Agreement,
Xedia may, at its discretion, impose upon me disciplinary sanctions as set
forth in the Policies and Procedures. If I am in breach, default or violation
of this Agreement at termination, I shall not be entitled to receive any further
bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.
7. Xedia, its directors, officers, shareholders, employees, assigns and agents
(collectively referred to as ‘affiliates’) shall not be liable for, and
I waive all claims to, consequential and exemplary damages against Xedia
and its affiliates. I further agree to release Xedia and its affiliates from
all liability arising from or relating to the promotion or operation of my Xedia
business and any activities related to it (e.g., the presentation of Xedia products
and Marketing Plan, the operation of a motor vehicle, the lease of meeting or training
facilities, etc.), and I agree to imdemnify Xedia and its affiliates for any liability,
damages, fines, penalties, or other awards arising from any unauthorized conduct that I
undertake in operation my business.
8. The Agreement, in its current form and as amended by Xedia at its discretion,
constitutes the entire contract between Xedia and myself. Any promises, representations,
offers or other commissions not expressly set forth in this Agreement are of no force or effect.
9. Any waiver by Xedia of any breach of this Agreement must be in writing and signed
by an authorized officer of Xedia. Waiver by Xedia of any breach of this Agreement by
me shall not operate or be construed as a waiver of any subsequent breach.
10. If any provision of this Agreement is held to be invalid or unenforceable,
such provision shall be reformed only to the extent necessary to make it enforceable
and the balance of the Agreement will remain in full force and effect.
11. This Agreement will be governed by and construed in accordance with the laws
of the State of Texas without regard to principles of conflict of laws. All disputes
and claims relating to or arising from the Agreement, the rights and obligations of
an IBO, or any other claims or causes of action relating to the performance of either
an IBO or Xedia under the Agreement shall be settled as specified in Xedia’s Mediation
and Arbitration Policy contained in Xedia’s Policy and Procedures. IBO WAIVES ALL RIGHTS
TO A COURT OR JURY TRIAL EXCEPT AS SPECIFIED BELOW AND IN XEDIA’S POLICIES AND PROCEDURES.
12. The parties consent to jurisdiction and venue before any federal or state court in
Williamson County, State of Texas, for purposes of enforcing an award by an arbitrator,
for equitable relief, or any other matter not subject to arbitration as specified in
the Policies and Procedures.
13. Louisiana Residents Only: Notwithstanding the foregoing, Louisiana residents may
bring an action against the Company with jurisdiction and venue as provided by Louisiana law.
14. Montana Residents Only: A Montana Resident may cancel this IBO Agreement within 15 days
of the date of enrollment and may return the ‘Welcome Starter Kit’ for a full refund within such time.
15. If a IBO wishes to bring an arbitration action against Xedia for any act or omission relating to or
arising from this Agreement, such action must be brought within one year from the date of
the alleged conduct giving rise to the cause of action. Failure to bring such action within
such time shall bar all claims against Xedia for such act or omission. IBO waives all claims
that any other statutes of limitations applies.
16. I authorize Xedia to use my name, photograph, personal story and/or likeness
in advertising or promotional materials and waive all claims for remuneration for such use.
17. A faxed copy of this Agreement shall be treated as an original in all respects.
NOTICE OF RIGHT TO CANCEL
You may CANCEL this transaction, without any penalty or obligation, within THREE BUSINESS DAYS from the date on which it was executed (FIVE DAYS for Alaska, Hawaii and U.S. Territories’ residents). If you cancel, any payments made by you under the contract or sale and any negotiable instrument executed by you will be returned within 10 BUSINESS DAYS following receipt by Xedia of your cancellation notice. If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale, or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk. If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract. To cancel this transaction, mail or deliver a signed and dated copy of this Cancellation Notice, or any other written notice, to Xedia Technologies, Inc. 106E Old Settlers Blvd., Suite 100E, Round Rock, Texas 78664, or send a fax to Xedia Technologies at 512.218.0983 NOT LATER THAN MIDNIGHT of the third business day (FIVE DAYS for Alaska, Hawaii and U.S. Territories’ residents) following the date on which you executed the Agreement.
Xedia Technologies, Inc. Policy and Procedures
The Application Agreement, Terms & Conditions and Compensation Plan along with these Policies & Procedures are specifically incorporated by reference into the Independent Contractor (hereinafter “Distributor”) Application & Agreement and have the same effect and force. Together, they form the Agreement between Xedia Technologies, Inc. (hereinafter “Company” or “Xedia”) and the Independent Contractor and are effective only upon acceptance of the Application by the Company, at its principal office at: Xedia Technologies, Inc. 106E Old Settlers Blvd., Suite 100E, Round Rock, Texas 78664 .
These Policies & Procedures are established to clarify and define the rights and responsibilities of the Company and it’s Independent Contractors (Distributors). They are provided as guidelines for both the Distributor and the Company to interact in the most effective manner. Since these materials can change from time to time, it is the responsibility of the Distributor to keep current regarding such changes and when sponsoring a new Distributor to make the latest updated materials (listed in first paragraph) available to the potential Distributor that s/he may review and agree to correct Agreement.
ADVANCEMENT
All advancement to a higher position is given upon reaching qualification.
ADVERTISEMENT
In order to maintain the integrity and accuracy of the Company image, stringent requirements and guidelines governing advertising and promotion by Distributor must be imposed. Distributors are prohibited from using any type of advertising using the name of Xedia Technologies, Inc. or its product line without the written approval of an executive of the Company. Misuse of the Company name or logo and its affiliated products and/or services diminishes the goodwill of the Company and affects all Distributors. No Distributor is permitted to advertise in any medium, other than personal contact or personal phone calls, until he/she has completed the Company Training Program.
Any prospective ads or scripts must be submitted for written approval. The Company must approve any advertising on the Internet using the Company logo, name, trademarks, products, etc., in writing except for replicable web sites.
AUTHORIZED PROMOTIONAL MATERIALS
Only those materials, which have been made available