This document consists of five sections: (A) Definitions, (B) Distributor and International Sponsor Agreement, (C) Resident Country Product Purchase Agreement, (D) Mandatory and Binding Arbitration Agreement, and (E) Miscellaneous Provisions. The Resident Country Product Purchase Agreement is between Nu Skin Brunei and me. The Distributor and International Sponsor Agreement is between NSI and me. The Mandatory and Binding Arbitration Agreement and Miscellaneous Provisions are between Nu Skin Brunei, NSI and me.
A. Definitions
Defined terms are set forth below or may be separately defined in any of the following agreements. The meaning of capitalized terms not found in this document is set forth in the Policies and Procedures.
“Bonuses” means the compensation paid to Distributors based on the volume of Nu Skin Products sold by a Distributor, Downline Organization, and breakaway Executives upon meeting all requirements as set forth in the Sales Compensation Plan. Nu Skin Brunei has been assigned the right to pay Bonuses to Distributors in the Resident Country.
“Business Portfolio” means the non-commissionable, not-for-profit kit and is the only purchase required to become a Distributor. The Business Portfolio contains the Policies and Procedures, the Sales Compensation Plan, a Distributor Agreement, and other sales and demonstration materials to assist a Distributor in starting and conducting their independent business.
“Contract” means the agreements between Nu Skin and me composed of the Distributor Agreement and the PPA (as each is defined below). Wherever the context will so require, all words are deemed to include the plural as well as the singular, and to include all genders.
“Distributor” means an independent contractor authorized by NSI to market Nu Skin Products, recruit other Distributors, and receive Bonuses in accordance with the requirements of the Sales Compensation Plan.
“Distributor Agreement” means the Distributor and International Sponsor Agreement (Section B) which also incorporates the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), the Policies and Procedures, the Sales Compensation Plan, and materials pertaining to optional programs, as each may be amended from time to time by NSI upon notification. The Distributor Agreement will be stored in the United States.
“Non-Resident Country” means an Authorized Country other than my Resident Country.
“Nu Skin” means Nu Skin International, Inc., Nu Skin Brunei and their affiliated companies.
“NSI” means Nu Skin International, Inc., a Utah corporation, at 75 West Center Street, Provo, Utah 84601, U.S.A..
“Nu Skin Brunei” means NuSkin Pharmanex (B) Sdn Bhd, an affiliated company of NSI, registered in Brunei with business address at D2, Block D, Lot 11620 , Jalan Gadong, Bandar Seri Begawan , BE1718, Brunei Darussalam.
“Nu Skin Products” means the products and services of NSI’s affiliated company that are sold through local affiliates in the individual Authorized Countries.
“PPA” means the Resident Country Product Purchase Agreement (Section C) which also incorporates the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), and the Policies and Procedures, as each may be amended by Nu Skin Brunei from time to time upon notification.
“Policies and Procedures” means the policies, as part of the Contract, that governs how I, as a Distributor, am to conduct my business and defines the rights and relationships of the parties. It is available in the Business Portfolio and may be amended from time to time by Nu Skin upon notification.
“Resident Country” means Brunei in which I, if an individual, am a citizen or a lawful resident and whose Distributor Agreement I have executed; or, if a Business Entity, such as a corporation, partnership, limited liability company, or any other form of business organization, then Brunei is where it has been legally formed under its laws, and each member of the Business Entity or Distributorship with joint participation has proper legal authorization to conduct business in Brunei, and a Distributor Agreement has been executed.
“Sales Compensation Plan” means the specific plan that outlines the details and requirements of the compensation structure for Distributors. It is available in the Business Portfolio and may be amended from time to time by NSI upon notification.
B. Distributor and International Sponsor Agreement
This Distributor and International Sponsor Agreement is between Nu Skin International, Inc., a Utah corporation, 75 West Center Street, Provo, Utah 84601, USA (“NSI”) and me. NSI and I agree and understand that the Distributor Agreement constitutes a distinct and separate agreement from my agreements with Nu Skin Brunei.
1. Right to Market Nu Skin Products and Sponsor in my Resident Country
Subject to the terms and conditions of the Distributor Agreement, NSI grants to me (a) the right to be a Distributor and market Nu Skin Products in my Resident Country through person-to-person sales, and (b) sponsor new distributors in my Resident Country. I agree that the Distributor Agreement will be accepted in Utah, USA.
2. Independent Contractor
(a) I acknowledge and agree that as a Distributor, I am an independent contractor and not an employee of Nu Skin. As an independent contractor, I will:
(b) I am not an employee, agent, or legal representative of Nu Skin, and except as permitted by the Contract, I am not authorized to act on behalf of Nu Skin. Nothing in the Contract is intended or will be deemed to constitute a partnership, agency, employer-employee, or a joint venture relationship between Nu Skin and me.
3. Bonuses
(a) I will be paid Bonuses for the sale of Nu Skin Products. I understand and agree that, in order to be eligible to receive Bonuses, I must meet all requirements outlined in the Sales Compensation Plan, including retail sales, and not be in violation of the terms of the Contract.
(b) I will not purchase any Nu Skin Product solely for the purpose of qualifying for Bonuses. I agree that prior to placing a subsequent product order, I will have resold previously ordered Nu Skin Products and documented the sales to at least five retail customers each month, and sold or consumed at least 80% of any previous orders.
(c) I agree that part of the consideration for me to receive Bonuses and recognition is based on my agreement to spend considerable time to (i) train, encourage, supervise and assist my Downline Organization in its efforts to sell Nu Skin Products to retail customers, (ii) personally sell Nu Skin Products, and (iii) promote the business.
4. International Sponsor Agreement for Sponsoring in Non-Resident Countries (“ISA”)
(a) Right to Sponsor in Non-Resident Countries
NSI grants to me the right to sponsor new distributors in Non-Resident Countries. This ISA does not grant me the right to market Nu Skin Products in Non-Resident Countries.
(b) Laws of Non-Resident Countries
I acknowledge that every Non-Resident Country may have specific laws and requirements applicable to me as a sponsor of distributors in that Non-Resident Country, and I agree to comply with all laws, statutes and regulations of that Non-Resident Country, including but not limited to, all immigration, visa, and registration requirements.
5. Purchase of Nu Skin Products in Non-Resident Countries
I agree that I may purchase Nu Skin Products in a Non-Resident Country only from NSI’s affiliated company designated as the exclusive wholesale distributor in that Non-Resident Country. I further agree that (i) I may only purchase Nu Skin Products in a Non-Resident Country for personal use or to demonstrate to potential new distributors, and that I will not resell them, (ii) I have not, and will not, either directly or indirectly, sell or distribute any Nu Skin Products in a Non-Resident Country, and (iii) I will comply with all applicable laws regarding the purchase of Nu Skin Products in a Non-Resident Country.
6. Integrated Agreement
This Distributor and International Sponsor Agreement is an integrated agreement which consists of the terms in this Section B, the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), the Policies and Procedures, the Sales Compensation Plan, and materials pertaining to optional programs, as each may be amended from time to time by NSI upon notification, and are incorporated herein by reference.
7. Inactive Account
I agree that NSI may terminate my Distributorship without notice if I have not engaged in any Business Activity on my account for a period of 12 or more consecutive months. After termination, I may apply to become a Distributor again by submitting a new Distributor Agreement.
C. Resident Country Product Purchase Agreement (“PPA”)
This Resident Country Product Purchase Agreement is between Nu Skin Brunei at D2, Block D, Lot 11620, Jalan Gadong, Bandar Seri Begawan, BE1718, Brunei Darussalam and me. Nu Skin Brunei, which is an affiliated company of NSI, is the exclusive wholesale distributor of Nu Skin Products in Brunei. Nu Skin Brunei and I agree and understand that this PPA constitutes a distinct and separate agreement from my contract with NSI.
1. Services Provided in Resident Country
Under this PPA, Nu Skin Brunei will offer to me, as an independent contractor (as defined in Section B above), Nu Skin Products for wholesale purchase in Brunei. I agree that I may only market these Nu Skin Products in Brunei. Additionally, Nu Skin Brunei will provide me with the following services in my Resident Country: (i) accept orders for and distribute Nu Skin Products to customers and Distributors in the Resident Country, (ii) handle all returns of Nu Skin Products purchased in the Resident Country and make appropriate refunds, (iii) provide support services to Distributors, and take any necessary actions pursuant to the policies of NSI, and (iv) pay Bonuses to Distributors in the Resident Country as determined and directed by NSI, and as further described in this Section C paragraph 7 below. I understand that NSI has appointed and granted the authority to Nu Skin Brunei to pay my Bonuses, recharge Bonuses to NSI, pay Bonuses in my Resident Country in the name of Nu Skin Brunei, and act on behalf of NSI and its affiliated companies with respect to me as a Distributor.
2. Marketing and Pricing of Nu Skin Products
I agree that: (a) there are no minimum purchases or inventory requirements; (b) I have the right to purchase Nu Skin Products at wholesale price from Nu Skin Brunei; (c) I will promote the retail sale of Nu Skin Products in my Resident Country in accordance with the terms and conditions of the Contract; and (d) I will not make any claims about the Nu Skin Products and Sales Compensation Plan unless they are contained in official company literature or on company labels of Nu Skin Products in my Resident Country. I have the right to purchase Nu Skin Products at the price stated by Nu Skin Brunei and agree that Nu Skin Brunei may change product prices without prior notice.
3. Refunds
Subject to any restrictions in the Policies and Procedures or special terms disclosed at the time of purchase, Nu Skin Brunei will:
(ii) refund to me one hundred percent (100%) of the price, less applicable Bonuses (plus applicable tax if prepaid) on any unopened and resalable Nu Skin Products (except Business Support Materials) sold by Nu Skin Brunei to me that are returned within ninety (90) days from the date of purchase .
4. Use of Credit Card
I agree that I should not use another individual’s credit card for any order without the individual’s prior written approval. I must provide a copy of such written approval to Nu Skin Brunei upon request.
5. Automatic Re-Ordering Program Enrollment Agreement
(a) If I have elected to participate in an Automatic Re-Ordering Program (“ARO Program”) for specified type and quantity of Nu Skin Products that I desire to receive each month automatically, then these Nu Skin Products will be charged on a recurring monthly basis to the credit card/ credit account I have provided, and they will be collected by me or delivered monthly to my listed delivery address unless I notify Nu Skin Brunei one month in advance in writing of any desired changes.
(b) Nu Skin Brunei may change the price of or discontinue the specific Nu Skin Products that I have chosen to receive under an ARO Program. In such situations, Nu Skin Brunei will notify me of the change and (i) in the case of a discontinued Nu Skin Product, will continue to send me the remaining items, and may substitute another product of equal or greater value, and (ii) in the case of a price change or updated product, will send me the same items I have selected under the ARO Program, but at the new price, unless I direct Nu Skin Brunei to revise my monthly order.
(c) To pay for each monthly ARO order, I authorize Nu Skin Brunei to establish an automatic credit card debit arrangement according to the credit card information I provided. Nu Skin Brunei will make no other charge to my designated payment account except those that I have authorized (sales tax charges, if any, may fluctuate in accordance with changes in applicable sales tax rates).
(d ) I agree that Nu Skin Brunei may terminate (i) the ARO Program at any time and for any reason; and (ii) my right to participate in the ARO Program under this agreement if (A) the credit card or bank authorization provided by me expires, is cancelled or otherwise terminated, (B) I violate the terms and conditions of the Contract, or (C) NSI terminates my distributorship. I may cancel my monthly ARO Program order upon one month prior written notice to Nu Skin Brunei.
(e ) I understand that if I do not wish this agreement to be automatically renewed under the same terms and conditions at its expiry date, I must notify Nu Skin Brunei in writing one month prior to the expiry date of this agreement, otherwise, Nu Skin Brunei has the right to automatically renew my order made under the ARO Program with the same terms and condition of this agreement, including but not limited to debiting my credit card every month in accordance with the above paragraph (a) of this agreement.
(f ) I understand and agree that early termination of this agreement during the period of my selected plan(s) (including the extended period due to automatic renewal) will result in an administration charge of B$20 to be charged to my credit card.
6. Uncollected Nu Skin Products
I acknowledge that administrative time and costs will be incurred by Nu Skin Brunei to retain Nu Skin Products and/or Business Support Materials purchased but remain uncollected by and/or undelivered to me. Accordingly, I agree that IN THE EVENT THAT:-
(ii) where I have requested Nu Skin Brunei and Nu Skin Brunei has agreed to deliver any Nu Skin Products and/or Business Support Materials to me but Nu Skin Brunei is unable to deliver such Nu Skin Products and/or Business Support Materials to me due to an incorrect or incomplete delivery address or the unavailability of the named recipient at the address as provided by me, and I fail or neglect to collect the Nu Skin Products and/or Business Support Materials from Nu Skin Brunei within six (6) months from the date of purchase,
THEN all of such Nu Skin Products and/or Business Support Materials shall be deemed to have been delivered to and accepted by me upon the expiry of the aforesaid period of six (6) months, whereupon I shall be deemed to have irrevocably and unconditionally, (a) waived, relinquished and surrendered all rights, title and interest in and to such Nu Skin Products and/or Business Support Materials or to a refund of the purchase price or any part thereof under the Policies and Procedures; and (b) authorized Nu Skin Brunei and Nu Skin Brunei shall be entitled at its absolute discretion, without any liability or further reference, notice or account to me, to dispose of or deal with any such Nu Skin Products and/or Business Support Materials in any manner as Nu Skin Brunei deems fit or expedient, including without limitation the donation of such Nu Skin Products, Business Support Materials and/or goods exchanged therefor for charitable and/or humanitarian purposes.
7. Bonuses
(a) I authorize Nu Skin Brunei, as determined and directed by NSI, to make payment of any Bonuses to me by way of cheque.
(b) I agree that I must notify Nu Skin Brunei in writing immediately prior to changing any personal particulars or information that are required in order for Nu Skin Brunei to issue cheque(s) to me for payment of any Bonuses. Failure of such timely notification to Nu Skin Brunei may delay my receipt of Bonuses.
(c) Neither NSI nor Nu Skin Brunei will be liable to me for Nu Skin Brunei’s failure to issue cheque(s) to me for any Bonuses payment in a timely manner unless such failure or loss is a direct result of Nu Skin Brunei’s gross negligence or intentional misconduct. Nu Skin’s liability will not exceed the cheque amount that would have otherwise been issued .
8. Integrated Agreement
This PPA is an integrated agreement which consists of the terms in this Section C, the Mandatory and Binding Arbitration Agreement (Section D), the Miscellaneous Provisions (Section E), and the Policies and Procedures, as each may be amended by Nu Skin Brunei from time to time upon notification, and are incorporated herein by reference.
D. Mandatory and Binding Arbitration Agreement
This is a mandatory and binding arbitration agreement between NSI, Nu Skin Brunei and me.
1. THE CONTRACT IS SUBJECT TO ARBITRATION. UTAH WILL BE THE EXCLUSIVE VENUE FOR ARBITRATION OR ANY OTHER RESOLUTION OF ANY DISPUTES ARISING UNDER OR RELATED TO THE CONTRACT. The place of origin of the Contract is the State of Utah, USA, and it will be governed by, construed in accordance with, and interpreted pursuant to the laws of Utah, without giving effect to its rules regarding choice of laws. The exclusive venue for any and all Disputes and jurisdiction will be in Salt Lake County, Utah. I consent to the personal jurisdiction of any court within the State of Utah and waive any objection to improper venue.
2. I agree that any Dispute will be resolved and settled in accordance with and pursuant to the terms and conditions of this Contract, and by the rules and procedures set forth in Chapter 7 (Arbitration) of the Policies and Procedures or may be viewed online in the My Office section of a company web site. The arbitration proceedings will be conducted in Salt Lake City, Utah. The arbitration will be conducted in the English language, but at the request and expense of a party, documents and testimony will be translated into another language. One arbitrator will be appointed to hear and decide disputes, which arbitrator will be selected by consent of all parties. The parties will each bear their own costs and expenses and an equal share of the (i) cost of the arbitrator and (ii) administrative fees of arbitration. Neither the parties nor the arbitrator may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. Judgment on any award rendered by the arbitrator may be entered in any court having jurisdiction.
3. A “Dispute” is defined as “any and all past, present or future claims, disputes, causes of action or complaints, whether based in contract, tort, statute, law, product liability, equity, or any other cause of action, (i) arising under or related to the Contract, (ii) between other Distributors and me arising out of or related to a Distributorship, or our business relationships as independent contractors of NSI, (iii) between Nu Skin and me, (iv) related to Nu Skin or its past or present affiliated entities, their owners, directors, officers, employees, investors, or vendors, (v) related to the Nu Skin Products, (vi) regarding Nu Skin’s resolution of any other matter that impacts my Distributorship, or that arises out of or is related to Nu Skin’s business, including my disagreement with Nu Skin’s disciplinary actions or interpretation of the Contract.”
4. I agree to accept and be bound by thIS Arbitration Agreement if I access any NU SKIN web site, and use the information therein, or by the purchase of any Nu Skin Products made available through said web sites, or the purchase of any Nu Skin products from Nu Skin Brunei, or if I receive a Bonus.
E. Miscellaneous Provisions
1. Representations and Warranties
I represent and warrant that I am authorized to enter the Contract, that I have met all legal requirements to enter a valid contract in my Resident Country, and when executed and delivered by me and accepted by NSI and Nu Skin Brunei as described herein, the Contract constitutes a legal, valid and binding obligation. I also represent and warrant that: (a) the information that I provided in the Contract is accurate and complete and if I have provided any false or misleading information, NSI or Nu Skin Brunei shall have right, at its election, to declare their respective parts of the Contract void from its inception; (b) the identity card number and business registration number (if applicable) that I provided is my correct identity card number and business registration number (if applicable) in my Resident Country; (c) if an individual, I am a citizen or a lawful resident of my Resident Country and I have a legal right to conduct business in my Resident Country; (d) if a Business Entity, such as a corporation, partnership, limited liability company, or any other form of business organization, it is legally formed under the laws of my Resident Country, and that each member of the Business Entity has proper legal authorization to conduct business in the Resident Country; and (e) if an individual adding other individual(s) to participate jointly, but not through a Business Entity, all such Participants are citizens or lawful residents of my Resident Country. I represent and warrant that neither I nor my partner/spouse/Co-habitant (or if a corporation or other business organization any participant therein who is or should be listed on the Business Entity Form; or in case of joint participation, any participant therein who is or should be listed in the Joint Participation Form) have been engaged in Business Activity in another company distributorship in the six months (one year in the case of those having held an executive equivalent or higher pin-title under the Sales Compensation Plan) immediately preceding my sign up under my Sponsor as I identified in the Distributor Agreement.
2. Authorization to Transfer Personal Information
In order for NSI and/or Nu Skin Brunei to provide support for my Nu Skin distributorship and for all related purposes, I expressly authorize each of them to transfer and disclose personal and/or confidential information, which (a) I have provided to either NSI or Nu Skin Brunei (or both of them) in connection with my distributorship and Downline Organization, or (b) that has been developed as a result of my activity as a Distributor, to (i) its parent and affiliated companies wherever located, (ii) and to my Nu Skin independent upline Distributors when necessary to ensure proper upline support, and (iii) to applicable government agencies or regulatory bodies if required by law. I further expressly authorize NSI and/or Nu Skin Brunei to use my personal information to verify my identity, for Distributor recognition and marketing materials and for all other purposes as described in the Policies and Procedures.
3. Acceptance of Contract
(a) Acceptance by NSI
The effective date of the Distributor Agreement will be the date it is accepted by NSI, which will be (i ) the date that an original hard copy of this agreement is received and accepted by NSI and a computer record is made of my distributorship account by NSI, or (ii ) the date a temporary account is set up, and in NSI’s discretion, my subsequent actions indicate an ongoing intent to pursue the business. The temporary account may be terminated by NSI, at its discretion, if an original hard copy of the Distributor Agreement is not received and accepted by NSI within ninety ( 90) days from the date a temporary account is set up.
(b) Acceptance by Nu Skin Brunei
I agree that Nu Skin Brunei’s acceptance of the PPA will occur when it accepts my first order of Nu Skin Products.
4. Indemnity and Limitation of Liability
(a) Indemnity
I will indemnify and hold Nu Skin, and each of their shareholders, officers, directors and employees harmless from and against any claim, demand, liability, loss, action, causes of action, costs, or expenses, including, but not limited to, reasonable attorney’s fees, resulting or arising from, directly or indirectly, any acts or omissions by me in conducting my independent distributor business, including without limitation, breach of representations and warranties, material breach of the Contract and other agreements between the parties, or any other claims or causes of action.
(b) Limitation of Liability
I agree that Nu Skin will not be liable for any special, indirect, direct, incidental, punitive, or consequential damages, including loss of profits, arising from or related to the breach of the Contract or other agreements between the parties. I agree that the entire liability of Nu Skin for any claim whatsoever related to my relationship with Nu Skin, including but not limited to any cause of action arising in contract, tort, or equity, will be limited to the cost of Nu Skin Products that I have purchased from Nu Skin Brunei.
5. Inconsistency
In the event of any conflict between any terms in this document and the Policies and Procedures, the Policies and Procedures will prevail to the extent of the inconsistency.