I have not been a UCAN Global  Distributor, or a partner, shareholder, or principal of any entity having a UCAN Global  distributorship within the past six months. I understand that any intentional misrepresentation of any information I provide on this Distributor Application and Agreement may result in action by UCAN Global , up to and including termination of this Agreement.
Terms and Conditions
1. I understand that as a UCAN Global  Distributor:
a. I have the right to purchase products and services from UCAN Global  at the Distributor price.
b. I have the right to offer for sale UCAN Global  products and services in accordance with these Terms and Conditions.
c. I have the right to enroll Distributors and Customers in UCAN Global .
d. I will assist, train, and motivate the Distributors in my downline marketing organization.
e. I will comply with all federal, state, county and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal,state, county, or municipal law, ordinance, rule or regulation.
I will develop, service, and/or maintain at least five Non-Distributor Customers per month. I understand that I must keep accurate records of retail sales and UCAN Global  may periodically ask me to provide it with documentation of such sales.
g. In order to be eligible to receive bonuses and commissions, at least 70% of my Personal Volume must be sold to customers. I will not purchase any products or services solely for the purpose of qualifying for overrides, commissions or bonuses.
h. I will perform my obligations as a Distributor with honesty and integrity.
i. I will only use the sales contracts and order forms which are provided by UCAN Global  for the sales of its goods and services, and I will follow all policies and procedures established by UCAN Global  for the completion and processing of such contracts and orders.
2. I agree to present the UCAN Global  Marketing and Compensation Plan and UCAN Global  products and services as set forth in official UCAN Global  literature. I will make no claims regarding potential income, earnings, products or services beyond what is stated in official UCAN Global  literature. Except as set forth in the Policies and Procedures, or unless I have received express written permission from UCAN Global , I will not: (a) use, produce, create, publish, distribute, or obtain from any source other than UCAN Global , any literature, recordings (audio, video, or otherwise), sales or enrollment aids relating to UCAN Global  products, services or the UCAN Global  Marketing and Compensation Plan; (b) use or display any UCAN Global  trademarks, trade names, service marks, logos, designs or symbols; (c) advertise UCAN Global  products, services or the UCAN Global  opportunity.
3. I agree that as a UCAN Global  Distributor I am an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of UCAN Global . I am not authorized to and will not incur any debt, expense, obligation, or open any checking account on behalf of, for, or in the name of UCAN Global . I understand that I shall control the manner and means by which I operate my UCAN Global  distributorship, subject to my compliance with these Terms and Conditions, the UCAN Global  Policies and Procedures, the UCAN Global  Marketing and Compensation Plan, and, if applicable, the Dual Sponsorship Agreement (all of which are collectively referred to as the “Agreement”). I agree that I will 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 NuVerus LLC FOR FEDEARL OR STATE PURPOSES. UCAN Global  is not responsible for withholding, and shall not withhold or deduct from my bonuses and commisiions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection agreements between NuVerus LLC and all appropriate taxing jurisdictions, and all related rules and procedures.
4. I have carefully read and agree to comply with the UCAN Global  Policies and Procedures, the UCAN Global  marketing and Compensation Plan, and the Dual Sponsorship Agreement (where applicable) all of which are incorporated into and made a part of these Terms and Conditions. I understand that I must be in good standing, and not in violation of any of the terms of this Agreement, in order to be eligible to receive any bonuses or commissions from UCAN Global . I understand that these Terms and Conditions, the UCAN Global  Policies and Procedures, the UCAN Global  Marketing and Compensation Plan, or the Dual Sponsorship Agreement may be amended from time to time, and I agree that any such amendment will apply to me. Notification of amendments shall be published in official UCAN Global  materials and sent to all Distributors. The continuation of my UCAN Global  distributorship or my acceptance of bonuses or commisions shall constitute my acceptance of any and all amendments.
5. The initial term of this Agreement is from the date of its acceptance by UCAN Global  through December 31st of that year. This Agreement is thereafter renewable for additional one year terms on about January 1st of each year. If I fail to annually renew my UCAN Global  business, or if it is cancelled or terminated for any reason, I understand that I will permanently lose all rights as a Distributor, and shall not be eligible to sell UCAN Global  products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. UCAN Global  expressly reserves the right to terminate all Distributor Agreements upon thirty (30) days written notice in the event that it elects to:
(1) cease business operations;
(2) dissolve as a corporate entity; or
(3) terminate distribution of its products and services via direct selling. In the event of cancellation, termination or nonrenewal, I agree to waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization.
6. I may not assign any rights or delegate my duties under this Agreement without the prior written consent of UCAN Global . Any attempt to transfer or assign this Agreement without the express written consent of UCAN Global  renders this Agreement voidable at the option of UCAN Global  and may result in termination of my distributorship.
7. I understand that if I fail to comply with the terms of this Agreement, UCAN Global  may, at its discretion, terminate my distributorship or impose upon me disciplinary action, including but not limited to, forfeiture of bonuses and commissions, loss of all or part of my downline marketing organization. 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. If this Agreement is terminated for any reason, I will forever lose my rights as a Distributor, including rights to my downline marketing organization, and rights to compensation pursuant to the UCAN Global  Marketing and Compensation Plan. If I fail to pay for products and services when payment is due, I authorize UCAN Global  to withhold the appropriate amounts from my bonuses or commissions, to charge my credit cards, or debit my accounts, if any, which I have authorized UCAN Global  to charge. I understand that the failure to promptly pay for products constitutes a breach of this Agreement.
8. To the extent permitted by law, NuVerus LLC, its directors, officers, shareholders, employees, assigns, successors, and agents (collectively referred as “affiliates”), shall not be liable for, and I release UCAN Global  and its affiliates from, and waive all claims for any loss or profits, indirect, direct, special or consequential damages or any other loss incurred or suffered by me as a result of: (a) my breach of this Agreement or the UCAN Global  Policies and Procedures; (b) the improper promotion or operation of my distibutorship and any activities related to it (e.g., the presentation of UCAN Global  products or Marketing and Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.); (c) any incorrect or wrong data or information provided by me; or (d) the failure to provide any information or data necessary for UCAN Global  to operate its business, including without limitation, my enrollment and acceptance into the Marketing and Compensation Plan or the payment of Commissions or Bonuses. I agree that the entire liability of UCAN Global  and its affiliates for any claim whatsoever related to the relationship of UCAN Global  and myself, including, but not limited to, any cause of action sounding in contract, tort or equity shall not exceed, and shall be limited to, the amount of products I have purchased from UCAN Global  under this Agreement or any other agreement that are in resalable condition. I further agree to indemnify, hold harmless, and defend at my expense UCAN Global  and its affiliates against any and all claims, demands, costs, losses, damages, liabilities, judgments, attorney fees and all other expenses arising or alleged to arise in connection with my distributorship.
9. This Agreement constitutes the entire contract between UCAN Global  and myself. Any promises, representations, offer, or other communications not expressly set forth in this Agreement is of no force or effect. To the extent of any conflict or inconsistency between this Agreement and any other agreement (other than the Policies and Procedures), this Distributor Application and Agreement shall supersede and prevail over any term of any other agreement as to the matters addressed herein. To the extent of any conflict or inconsistency between this Agreement and the Policies and Procedures (in their current form or as subsequently modified), the Policies and Procedures shall in all instances supersede and prevail over any term of this Agreement as to the matters addressed herein.
10. Any waiver by UCAN Global  of any breach of this Agreement must be in writing and signed by an authorized officer of UCAN Global . Waiver by UCAN Global  of any breach of this Agreement by me shall not operate or be contrued as a waiver of any subsequent breach.
11. In the event that a 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.
12. This Agreement will be governed by and construed in accordance with the laws of the State of Florida unless the laws of the state in which I reside expressly require the application of its laws. Except as set forth in the UCAN Global  Policies and Procedures, or unless the laws of the state in which I reside expressly prohibit the consensual jurisdiction and venue provisions of this Agreement, in which case its laws shall govern, all disputes and claims relating to UCAN Global , the Distributor Agreement, the UCAN Global  Marketing and Compensation Plan or its products and services, the rights and obligations of an independent Distributor and UCAN Global , or any other claims or causes of action relating to the performance of either an independent Distributor or UCAN Global  under the Agreement or the UCAN Global  Policies and Procedures shall be settled totally and finally by arbitration in the state of Texas, or such other location as UCAN Global  prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The parties shall be allowed all discovery rights pursuant to the Federal Rules of Civil Procedure. If a Distributor files a claim or counterclaim against UCAN Global , a Distributor shall do so on an individual basis and not with any other Distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the losing party costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement.
13. The parties consent to jurisdiction and venue before any federal or state court in Tenant  County, State of Texas for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state's law shall govern issues relating to jurisdiction and venue. prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association. The parties shall be allowed all discovery rights pursuant to the Federal Rules of Civil Procedure. If a Distributor files a claim or counterclaim against UCAN Global , a Distributor shall do so on an individual basis and not with any other Distributor or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if need be, be reduced to a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to receive from the losing party costs and expenses of arbitration, including legal and filing fees. This agreement to arbitrate shall survive any termination or expiration of the Agreement.