Baranta Health DISTRIBUTOR AGREEMENT
Authorization and Contract. By executing the Baranta Health Distributor Agreement (“Agreement”), you apply for legal authorization to become a Baranta Health business owner and enter into contract with Baranta Health, LLC, hereinafter “Baranta Health.” You acknowledge that prior to signing you have received, read and understood the Baranta Health Income Disclosure Statement, that you have read and understood the Baranta Health Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on www.BarantaHealth.com, and that you have read and agree to all terms set forth in this Agreement. Baranta Health reserves the right to reject any application for any reason within thirty (30) days of receipt.
- Cancellation and Termination. The term of this Agreement is until you cancel (subject to prior cancellation or disqualification as provided in the Policies and Procedures) your Baranta Health business. If you are canceled or terminated for any reason, you understand that you will permanently lose all rights as a Distributor. You shall not be eligible to sell Baranta Health products and services nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation or termination, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. Baranta Health reserves the right to terminate all Distributor Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Distributor may cancel this Agreement at any time, and for any reason, upon written notice to Baranta Health at its principal business address. Baranta Health may cancel this Agreement for any reason upon thirty (30) days advance written notice to Distributor. Baranta Health may also take actions short of termination of the Agreement, if the Baranta Health distributor breaches any of its provisions.
- Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of Baranta Health or your Sponsoring distributor. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products available through Baranta Health on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. By agreeing to these terms, you agree to receive the 1099-MISC form via electronically. It will be your sole responsibility to account for such income on your individual income tax returns.
- Refunds and Product Returns. You agree that if you resell Product directly to a customer, you will adhere to Baranta Health’s 100% satisfaction guarantee policy and shall provide the customer a full refund of all monies paid if the customer returns the product to you within ninety (90) days of the sales transaction. If you are not 100% satisfied with our products, you may return the items for a refund if neither you nor we have terminated the Agreement and the products were purchased within three (3) months and remain in resalable condition. The refund shall be 90% of the purchase price minus any commissions paid on personal purchases. Shipping and handling charges incurred will not be refunded. This refund does not apply to the UltraBars or the UltraShakes.
- Presenting the Plan. You agree when presenting the Baranta Health Compensation Plan to present it in its entirety as outlined in official Baranta Health materials, emphasizing that sales to end consumers are required to receive compensation in the form of bonuses on downline volume. In presenting the plan to prospects, you agree not to utilize any literature, materials or aids not produced or specifically authorized in writing by Baranta Health. You agree to instruct all prospective distributors to review the Baranta Health Income Disclosure Statement.
- Selling Product. You agree to make no representations or claims about any products beyond those shown on product labels and/or in official Baranta Health literature. You further agree to sell products available through Baranta Health only in authorized territories. Claims (which include personal testimonials) as to therapeutic, curative or beneficial properties of any products offered by Baranta Health may not be made except those contained in aforementioned Baranta Health literature. No distributor may make any claim that Baranta Health products are useful in the cure, treatment, diagnosis, mitigation, or prevention of any diseases.
- Baranta Health’s Proprietary Information and Trade Secrets. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by Baranta Health, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the Baranta Health business including, without limitation, distributor lists, sponsorship trees, and all Baranta Health distributor information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of Baranta Health, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with Baranta Health, Baranta Health grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and distributor sales, earnings and other financial reports to facilitate your Baranta Health business.
- Non-Competition Agreement. In accordance with the Policies and Procedures, you agree that during the period while you are a distributor, and for six (6) months following resignation or termination of your business, you will not compete with Baranta Health. This covenant shall survive the cancellation or termination of your authorization and contract with Baranta Health.
- Non-Solicitation Agreement. In accordance with the Policies and Procedures, you agree that during the period while you are a distributor, and for one (1) calendar year following resignation or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Baranta Health distributor to compete with the business of Baranta Health.
- Images / Recordings / Consents. You agree to permit Baranta Health to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by Baranta Health for any lawful purpose, and without compensation.
- Modification of Terms. With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in Rule 1 in the Policies and Procedures.
- Jurisdiction and Governing Law. The formation, construction, interpretation, and enforceability of your contract with Baranta Health as set forth in this Distributor Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of California without regard to conflict of law provisions. Louisiana residents: notwithstanding the foregoing, Louisiana residents may bring an action against Baranta Health, LLC with jurisdiction and venue as provided by Louisiana law.
- Dispute Resolution. All disputes and claims relating to Baranta Health, its products and services, the rights and obligations of a distributor and Baranta Health, or any other claims or causes of action relating to the performance of either a distributor or Baranta Health under the Agreement or the Baranta Health Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in San Rafael, California, or such other location as Baranta Health prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against Baranta Health, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or cancellation of the Agreement. Nothing in the Agreement shall prevent Baranta Health from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
- Time Limitation. If a Distributor wishes to bring an action against Baranta Health for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Distributor waives all claims that any other statutes of limitations apply.
- Miscellaneous. If any provision of the 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. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and Baranta Health and supersedes any prior agreements, understandings and obligations between you and Baranta Health concerning the subject matter of your contract with Baranta Health.
- Notice of Right to Cancel. You may request a refund on your enrollment fee if it’s done within seven (7) business days from the date of enrollment. If you cancel, any enrollment fees paid will be returned within TEN (10) BUSINESS DAYS following receipt by the seller of your cancellation notice. To cancel this transaction, mail or deliver written notice, to Baranta Health, LLC,369 3rd St., Suite 523B, San Rafael, CA, 94901, not later than midnight of the seventh business day following the date of this Agreement.
- Submission of Electronic W-9. Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person.