V1.0 Membership Terms and Conditions
Upon submission of registration/activation by the LoadXtreme member (hereinafter referred to as “MEMBER”), LX Corporation (hereinafter referred to as “LX CORP”), and during the preceding period, while the MEMBER is promoting, marketing and selling LX CORP products and services, MEMBER agrees to the following:
1. This Agreement shall be effective upon acceptance by LX CORP through MEMBER’s electronic registration via Short Messaging Service (SMS) or via Internet website registration. LX CORP reserves the right, in its sole discretion, to decline to accept any Membership Registration.
2. This Agreement shall have a term beginning on the date of MEMBER registration and shall end upon termination by either party in accordance with this Agreement.
3. MEMBER will operate his own business, will buy LX CORP products for cash or other form of payment acceptable to LX CORP, register and secure the license required from the Securities and Exchange Commission (“SEC”) and/or Department of Trade and Industry (DTI), accredit with required government agencies, develop, market and promote their sale, and comply with all the rules, regulations, recommendations and procedures set by LX CORP, including those set forth in the LoadXtreme Membership Policies and Procedure Manual, and all the amendments that may hereinafter be introduced. MEMBER also agrees to strictly adhere and abide to the marketing scheme and procedures of LX CORP in promoting, marketing and selling the products and not to modify and make any misrepresentation about the products.
4. LX CORP’s Referral Compensation Plan, Policies and Procedure Manual, and other LX CORP publications are incorporated herein by reference and form an integral part hereof. MEMBER has read and understood the foregoing and has accepted the terms and provisions contained therein. MEMBER also acknowledges that any violation of the terms and provisions mentioned in the aforementioned may result in penalties such as forfeiture of rebates or the termination of Membership.
5. Independent Contractor Status. MEMBER is an independent contractor, and is not an employee, legal representative, agent or franchisee, joint venture, partner, or owner of LX CORP or of any other LX CORP MEMBERs. MEMBER is solely responsible for compliance with any and all laws, rules or regulations related to one's business in any jurisdiction exercising authority over said business, including but not limited to the duty to license one's business, collect and pay sales tax on the retail sales and to comply with all other rules and regulations. MEMBER will obey any and all national, municipal or local laws, statutes and regulations applicable to the said business.
6. Compensation. MEMBER understands that any compensation he receives from LX CORP is related primarily to the selling of LX CORP products, services, and referral and/or solicitation of offers to become MEMBERs to non-participants and/or prospective participants, and that there is no compensation for sponsoring. Compensation shall be determined in accordance with the Referral Compensation Plan. MEMBER further understands that he is not guaranteed any income, profits or success and certifies that no such representations have been made to him either by the LX CORP or by any MEMBER.
7. Payment and Return of Membership Kit. After acceptance of the MEMBER's electronic registration/activation, LX CORP shall notify the MEMBER of the mode of payment for the Membership Kit ("Kit"). Upon receipt of payment, LX CORP shall release to the MEMBER the number of Kits paid for and the date of such release shall be deemed the date of purchase. MEMBER may return any unused or unregistered Kit within seven (7) days from date of purchase and get a refund of its/their price, net of processing fee equivalent to 30% thereof.
8. Non-Solicitation and Non-Competition. MEMBER shall not, directly or indirectly, on his behalf or on behalf of any other person or entity, solicit, induce, or hire or attempt to solicit, induce or hire any MEMBER, employee, member, customer, supplier or vendor of LX CORP (i) to enter into any business relationship with any individual or company which sells products or services which compete with the products and/or services of LX CORP, or (ii) to terminate or alter his or her business or employment relationship with LX CORP.
9. Literature and Advertisement. MEMBER agrees to solely use literature, marketing materials and sales aids duly approved and provided by LX CORP. In the event that MEMBER uses any materials and literature not produced by LX CORP or otherwise approved for use by LX CORP, MEMBER accepts full responsibility for the information contained therein. MEMBER further agrees that use of sales and recruiting aids not conforming to the above requirements, to the LX CORP Membership Policies and Procedure Manual, and to all applicable national, municipal and local laws may result in the immediate termination of this Agreement and/or other appropriate disciplinary action. Product or referral activity related advertisements are allowed only when approved by LX CORP upon request by any MEMBER. No advertisements may imply that a job or position is being offered or available, promise any specific earning representations or income guarantees, expressly or by implication, mislead or distort the Referral Compensation Plan in any way, or make any product claims.
10. Training. In the event the MEMBER refers prospective member, the former agrees to perform a bona fide supervisory function over the latter in connection with the sale of LX CORP's goods and services to the ultimate consumer.
11. Proprietary Rights/Use of Company Materials. MEMBER agrees not to use proprietary trade names, trademarks or other property of LX CORP without the prior written consent of LX CORP. LX CORP and its affiliated entities have proprietary rights to its network and lists of MEMBERs. MEMBER will not use any LX CORP networks, member lists, or other LX CORP contacts to promote the sale or use of any products or services, other than those offered by LX CORP.
12. Pricing. LX CORP shall set the mandatory retail and wholesale selling price for LX CORP products. MEMBER shall sell the products and services of LX CORP, at prices specified by LX CORP, from time to time. Any violation of this provision shall be a ground for suspension or termination of this Agreement.
13. Termination. MEMBER agrees that LX CORP may terminate this Agreement at any time by giving prior notice to the MEMBER, written or otherwise, and may terminate this Agreement forthwith at any time if the MEMBER is in breach of any of the provisions of this Agreement. MEMBER may terminate this Agreement at any time for any reason by serving written notice of termination to LX CORP. Termination will become effective on the date of receipt of such notice. In the event of termination, MEMBER agrees to cease any and all activity in conjunction with LX CORP and acknowledges that all rights to the Membership, compensation, incentives and the rights to purchase products and/or services from the LX CORP shall likewise terminate. Upon termination of this Agreement, the MEMBER shall without need of demand immediately return to LX CORP, all unsold membership kits, if there’s any, LX CORP literatures, materials and documents, records, listing of all products sold and the like, and all other required reports.
14. Confidentiality. As an inducement for LX CORP to enter into this Agreement and in consideration of the mutual covenants contained herein, MEMBER agrees that during the term of this Agreement, MEMBER will hold in confidence all trade secrets, formulas, sales and distribution systems, business information and literature which MEMBER acquired during the term of this Agreement and will not use them directly or indirectly.
15. Operation. MEMBER will operate his business at all times in such a manner as to enhance the reputation of LX CORP and its trade name.
16. Assignability. MEMBER understands and agrees that this Agreement may not be transferred or assigned without the prior written approval of LX CORP, in its sole discretion, and only in accordance with the rules and regulations
set by LX CORP.
17. Marketing Services. MEMBER may render marketing services for LX CORP upon agreement between the parties.
18. Compliance. MEMBER shall abide by all applicable national, municipal and local laws or regulations, terms of this Agreement, subsequent amendments, the terms and provisions of the LX CORP Referral Compensation Plan, the LX CORP Membership Policies and Procedures Manual, which are incorporated herein by reference and which form an integral part hereof.
19. Amendment. MEMBER understands that LX CORP may amend the terms and conditions of this Agreement at any time upon thirty (30) days written notice to MEMBER sent via registered post to the address appearing herein, or through facsimile, e-mail, websites, or in the newsletter or other official publication, bulletin boards, and public announcements produced by LX CORP. Any such modifications become effective thirty (30) days after notification and are automatically incorporated into this Agreement as binding and enforceable provisions. MEMBER acknowledges and accepts the modified Agreement by continuing to perform functions related to and in accordance with the provisions of this Agreement, and by continuing to avail or purchase LX CORP's product or services after such changes or modifications has become effective.
20. Indemnification/Offset. MEMBER agrees to indemnify and hold harmless LX CORP from and against any claim, demand, liability, loss, cost or expense, including, but not limited to, court costs or attorney's fees, asserted against or suffered or incurred by any of them by reason of, directly or indirectly arising out of or in any way related to or connected with allegedly or otherwise, the MEMBER's: (i) activities as a MEMBER; (ii) breach of terms of the Agreement by the MEMBER (iii) violation and non-compliance by the MEMBER of municipal, local or national laws or regulation. LX CORP shall have the right to offset any amount owed by MEMBER to LX CORP against the amount of any commissions or compensation owed to the MEMBER.
21. Severance. If under any applicable and binding law or rule of any applicable jurisdiction, any provision of this Agreement or any specification which the LX CORP has prescribed is held to be invalid or unenforceable, LX CORP shall have the right to modify the invalid or unenforceable provision or specification or any portion thereof to the extent required to be valid and enforceable, and that the remainder of the terms and conditions will be unaffected and will remain fully enforceable by law. MEMBER agrees to be bound by any such modification and that the modification will be effective only in the jurisdiction in which it is required.
22. Cumulative Remedies/Waiver. All rights, powers and remedies given to LX CORP are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of LX CORP to exercise any power or right under this Agreement or to insist upon strict compliance by MEMBER with any obligation or provision, and no custom or practice of the parties at variance with this Agreement shall constitute a waiver of LX CORP's right to demand exact compliance therewith. Waiver by LX CORP can be effective only in writing by an authorized officer of LX CORP. The waiver by LX CORP of any particular default of MEMBER shall not affect or impair LX CORP's rights with respect to any subsequent default, nor shall it affect in any way the rights or obligations of any MEMBER.
23. Survival. The covenants and obligations of MEMBER to protect the trade secrets and confidential information of the Corporation, including, without limitation, those obligations and covenants contained in 8 and 9, shall survive the termination of this Agreement.
24. Limitation. All rights of the MEMBER shall be subject to the limitations and obligations imposed by applicable official regulatory bodies to LX CORP and shall be subject to all rules, regulations and issuances of LX CORP.
MEMBERSHIP TERMS AND CONDITIONS (v1)
Last updated November 1, 2015
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