As a prospective MARS 1982 LTD Independent Promoter (“Promoter”), I understand and agree that my relationship with MARS 1982 LTD LTD (“Company”) shall be governed by the following terms and conditions (the “Terms and Conditions”):
1. Agreement.
I understand that this Independent Promoter Agreement is subject to acceptance by MARS 1982 LTD. Upon acceptance by MARS 1982 LTD, these Terms and Conditions, together with the MARS 1982 LTD Statement of Policies & Procedures and the MARS 1982 LTD Performance Rewards, which are incorporated by reference, shall constitute the entire agreement (the “Agreement”) between MARS 1982 LTD and me.
2. Independent Contractor Status.
It is expressly understood that I am entering into this Agreement as an independent contractor who is responsible for my own business activities with sole control over the manner and means of my performance under this Agreement. I am solely responsible for setting my work hours and for any expenses incurred by me in the operation of my business. I UNDERSTAND THAT I AM NOT AN EMPLOYEE OR AGENT OF MARS 1982 LTD AND I WILL NOT BE TREATED AS AN EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge that MARS 1982 LTD is not responsible for income withholding and that it will not withhold or deduct any tax from my commissions or bonuses, if any. ( SEE art.18 fees-bonus)
3. Yearly Promoter Membership.
In exchange for valuable consideration, such as back office access and maintenance, I agree to pay MARS 1982 LTD’s yearly promoter membership fee and I understand that the promoter membership fee is the only purchase required to conduct business as a MARS 1982 LTD Independent Promoter.
4. Ownership and Use of Confidential Information.
I acknowledge that MARS 1982 LTD owns all product, Promoter and customer information and data that may be provided to me or that I may create or compile, including but not limited to product purchase information, customer and Promoter contact and profile data, Promoter lists, and any and all marketing materials (collectively, “Confidential Information”). I will not use or disclose Confidential Information to any person except as expressly permitted by this Agreement and will take all reasonable precautions to prevent any unauthorized dissemination of Confidential Information, both during and after the term of this Agreement. Upon v’s reasonable written request, I agree to return to MARS 1982 LTD all Confidential Information, including but not limited to all Promoter lists, customer lists, marketing plans and all copies of such materials.
5. Authorized Business and Product Claims.
Any claims made about MARS 1982 LTD products shall be the same as those published in Company literature. Income claims are not permitted. In addition, I shall not make any statement or disseminate information that would lead a person to believe that I am an employee or agent of MARS 1982 LTD, Inc. and I shall at all times represent that I am an MARS 1982 LTD Independent Promoter.
6. No Exclusivity.
I understand that the rights granted to me under this Agreement are non-exclusive and that no territory or geographical areas have been granted to me on an exclusive basis.
7. Use of Trademarks, logos and trade names.
Promoters are prohibited from copying or using the MARS 1982 LTD name, or MARS 1982 LTD trade names, logos, sales materials, company literature, trademarks, or any web-site content, except in materials provided or created by MARS 1982 LTD or approved in writing by MARS 1982 LTD prior to use by Promoter. By agreeing to these Terms and Conditions, I understand that any unauthorized use or duplication of MARS 1982 LTD trade names, trademarks or copyrighted materials is a violation of this Agreement and applicable federal and state laws.
8. Non-Solicitation.
During the term of this Agreement and for a period of one (1) year after the termination of this Agreement, I shall not directly or indirectly, on my own behalf or on the behalf of any other person or entity, call upon or solicit or attempt to call upon or solicit any MARS 1982 LTD employee or Promoter to terminate or alter his or her business relationship with MARS 1982 LTD. “Solicit” includes recruiting or sharing information about another direct sales opportunity or other career with any MARS 1982 LTD employee or Promoter.
9. Non-Disparagement.
I agree to refrain from making negative, disparaging, untrue or misleading comments about MARS 1982 LTD, other MARS 1982 LTD Promoters, MARS 1982 LTD products, the MARS 1982 LTD Career Rewards, or MARS 1982 LTD’s owners, managers, officers or employees. I also agree not to engage in any activities that may cause harm or disruption to the business of MARS 1982 LTD or any MARS 1982 LTD Promoter.
10.Photo and Video Release.
I grant to MARS 1982 LTD and its authorized agents an unrestricted license to use, publish, edit, and distribute to the public by any means of transmission, distribution or communication, including but not limited to, the Internet, and in audio visual works, photographs, sound recordings, advertising, promotional and marketing materials (collectively, “Use”), my name, including nicknames and social media handles, likeness, image, photograph, biographical information, voice, , opinions, comments or statements. I represent that any comments, statements or opinions that I make or express concerning MARS 1982 LTD and/or its products or services will reflect my true and honest opinion. This authorization may be cancelled upon receipt by MARS 1982 LTD of a written notice of cancellation from me.
11.Independent Contractor Status.
a.Term and Renewal.
Unless terminated earlier pursuant to Section 11(b) or (c) below, the term of this Agreement shall be one (1) year from the date of acceptance by MARS 1982 LTD (the “Effective Date”). If I have agreed to the automatic renewal provision in my initial promoter membership purchase, then this Agreement will automatically renew every twelve (12) months on the anniversary of the Effective Date. MARS 1982 LTD will notify me of this automatic renewal before the anniversary of the Effective Date. MARS 1982 LTD reserves the right to accept or reject any renewal in its sole discretion.
b.Term and Renewal.
MARS 1982 LTD may terminate this Agreement at any time and for any reason in its sole discretion upon thirty (30) days’ written notice. MARS 1982 LTD may immediately terminate this Agreement in the event of my death or my breach of any provision of this Agreement. Termination shall be effective on the date on which notice is effective in accordance with Section 20 or when I receive actual notice of
termination, whichever occurs first. MARS 1982 LTD shall not be required to have any reason or to prove any cause in order to terminate this Agreement. If and when this Agreement is terminated, I shall have no right or interest in any commissions or compensation generated after the date of termination, nor any right to claim or collect lost profits, lost opportunities or any other damages. Termination will result in the loss of all rights and benefits as an Independent Promoter. I hereby authorize MARS 1982 LTD to withhold any amounts due and owing to MARS 1982 LTD at the time of any termination to the fullest extent allowed by applicable law.
c.Voluntary Cancellation.
I have the right to terminate this Agreement at any time, for any reason. Notice of termination must be submitted in writing to MARS 1982 LTD at the address shown in Section 20 below or to Info@MARS 1982 LTD.com.
d. Product Returns Upon Termination.
If a terminating Promoter has purchased products, MARS 1982 LTD will issue a refund or credit for any products purchased by and in the possession of the terminating Promoter provided that: (i) the products are unopened and returned to MARS 1982 LTD within thirty (30) days from the date of termination; (ii) the terminating Promoter provides proof of purchase of the products; (iii) the products were purchased within 12 months preceding the date of termination, and (iv) the products are undamaged and are current and resalable. Refunds are also subject to a ten percent (10%) handling and restocking fee. Shipping costs are not refundable. “Current and resalable” means any product being offered for sale by MARS 1982 LTD on the date it sends or receives notice of the Promoter’s termination that is in current packaging and is returned at least 8 months before the product expiration date.
12. Transferability.
Neither this Agreement nor my MARS 1982 LTD business may be transferred or assigned by me or operated in partnership with any other person without MARS 1982 LTD’s prior written consent.
13. Other Terms and partners
a. I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business.
b. I acknowledge and agree that I have no right, interest or contractual relationship with any Independent Promoter whom I sponsor or who is in my downline organization (“Downline”).
Entering to this agreement with MARS 1982 LTD involve an automatic agreement with MARS 1982 LTD partners generating a signing up also to MARS 1982 LTD’s partners services. In particular who accept agreement with MARS 1982 LTD services and MLM, will accept MARS 1982 LTD’s partners Term and conditions including partners services and MLM
14. Indemnification/Offset.
I will indemnify and hold harmless MARS 1982 LTD, its subsidiaries, and its managers, officers, employees, agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to my: (a) activities as a Promoter including, without limitation, any unauthorized representations made by me; (b) any negligent, reckless or intentionally wrongful act of myself or anyone acting on my behalf including with respect to claims by third parties related to infringement of third party intellectual property rights; (c) a determination by a court or agency that the I am not an independent contractor, (d) breach by me or anyone acting on my behalf of any of the terms of this Agreement; or (e) failure to comply with applicable laws, rules or regulations. MARS 1982 LTD shall have the right to offset any amounts owed by me to MARS 1982 LTD against the amount of any commissions or bonuses owed to me to the fullest extent permitted by applicable law.
15. Limitation of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARS 1982 LTD AND ITS AFFILIATES, OFFICERS MANAGERS, OWNERS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND I HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF THIS AGREEMENT OR OTHER MATTERS BETWEEN MYSELF AND MARS 1982 LTD, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE), EVEN IF MARS 1982 LTD OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD MARS 1982 LTD PRODUCTS OWNED OR HELD BY ME AND ANY FULLY EARNED COMMISSIONS, BONUSES OR OVERRIDES.
16. Injunctive Relief.
Either MARS 1982 LTD or I may apply to a court of competent jurisdiction for temporary, preliminary or
permanent injunctive relief if relief available in arbitration is likely to be ineffectual.
17. Amendment.
I understand that MARS 1982 LTD may amend this Agreement, including but not limited to these Terms and Conditions and the Business Plan Overview, at any time as MARS 1982 LTD deems appropriate. Amendments shall be effective thirty (30) days after notice of an amendment is posted or communicated to Promoters through official Company publications, including websites or email, but amended policies shall not apply retroactively to conduct prior to the effective date of the amendment. All amendments are binding on all Promoters and my continuation as a Promoter following the effective date of any amendment constitutes my acceptance and agreement to be bound by the amendment.
18. MLM Fees-bonus.
One of Mars 1982 Ltd’s services is trade Crypto currency, Token, and video games each independent promoter has the possibility, according to a 3-level MLM scheme, to enroll new users on the Mars 1982 Ltd platform by earning a percentage on the volume of exchanges generated by them according to the following scheme: 1st level 6%, 2nd level 4 %, 3rd and last level 3%. Every fee-bonus will be automatically payed on personal e-wallet as soon transaction will be confirmed and, perfected from the system. Fee-Bonus are payed, from e-wallet directly to another e-wallet without any intermediary.
19. Entire Agreement.
This Agreement in its current form and as may be amended supersedes all prior communications, understandings and agreements between me and MARS 1982 LTD and constitutes the entire agreement between myself and MARS 1982 LTD. I have carefully read and agree to comply with these Terms and Conditions as well as the Business Plan Overview, which has been provided to me prior to my submission of this application. I understand that I must be in good standing to be eligible for commissions or any other compensation from MARS 1982 LTD. In the event of a conflict between these Terms and Conditions and the Business Plan Overview, these Terms and Conditions shall control.
19. Governing Law/Venue.
This Agreement is governed by the laws United Kingdom without regard to any state’s conflicts of laws rules that may result in the application of the laws of any other jurisdiction. The parties agree that exclusive venue for any controversy or claim arising from the Agreement or between MARS 1982 LTD and Promoter shall be in United Kingdom.
20. Notices.
Unless otherwise provided in this Agreement, any notice or other communication required to be given under this Agreement shall be in writing and shall be deemed effective (i) if delivered personally or by commercial messenger or courier, (ii) when sent by confirmed facsimile or electronic mail, or (iii) if mailed by U.S. registered, certified or express mail, to MARS 1982 LTD Ltd Lytchett House, 13 Freeland Park, Wareham Road, Lytchett Matravers, Poole, Dorset, BH16 6FA, UK or to me at the address I provided to MARS 1982 LTD at the time of my agreement to these Terms and Conditions, unless written notice of an address change has been received by MARS 1982 LTD. If sent by mail, delivery of a notice shall be deemed effective three (3) days after the date of mailing.
I acknowledge that I have read, understand, and agree to the above Terms and Conditions. I certify that all of the information provided by me in connection with my application to become a MARS 1982 LTD Independent Promoter is true and accurate.