DiaVita Partner

Performance Based Technology

DiaVita Independent Associateship Agreement including the Terms and Conditions

A. INDEPENDENT ASSOCIATESHIP

1. Becoming an Independent Associate:

I hereby apply to be an Independent Associate of DiaVita on the terms and conditions set forth below and in the “Materials” (as defined below). I will become an Independent Associate only when this Application is accepted by DiaVita in its sole and absolute discretion by entering my Independent Associateship into its records at DiaVita’s Central Office. Until then, I am granted a limited, revocable license to buy and, if I choose, to resell DiaVita products.

2. Prior Independent Associateship or Participation:

I acknowledge that 2 month period of inactivity required following: resignation of any prior Independent Associateship or Distributorship, and I represent and warrant to DiaVita that such time has passed.

3. DiaVita Independent Associate Kit:

I agree to receive electronic version of DiaVita Independent Associate Kit. The Independent Associate Kit includes the Terms and Conditions of Doing the DiaVita Business and some other materials and documents, set of which may vary from time to time. (These are referred to collectively as the “Materials” and by this reference are incorporated in this Agreement). This Agreement constitutes the entire agreement between DiaVita and me. The Materials, which may be modified from time to time by DiaVita in its sole and absolute discretion are effective upon publication, and may be obtained in their current form on diavita.com.

4. Term:

The term of this Agreement shall be indefinite, subject to requirement of initial 2 (two) month period. If during first 2 (two) months Independent Associate did not buy Diavita products for personal consumption as described in Marketing Plan, agreement shall be automatically terminated.

I may cancel or terminate my Independent Associateship by notifying DiaVita in writing that I wish to do so. DiaVita may cancel or terminate my Independent Associateship if it determines that I or persons participating in my DiaVita Independent Associateship have violated this Agreement.

5. Refunds:

a. Consumer Satisfaction Refund:

If I am not completely satisfied with any DiaVita product purchased at any time for my own consumption (whether directly from DiaVita or from an DiaVita Independent Associate) I may return it to the Company within 30 days of purchase in exchange for other products.

b. Refund for Inventory:

Following the cancellation (by me or by DiaVita) of my Independent Associateship, I shall have the right to resell to DiaVita and a refund of the price I paid for unused and resalable products returned and which I purchased from DiaVita directly or indirectly through another Independent Associate within the last 12 months.

c. How to Obtain a Refund:

To obtain a refund or exchange as provided in a, b or c above, I may follow the directions provided in the “Sample Forms” at diavita.com, or by contacting DiaVita (toll free) at +44203 2907714.

6. Transfers:

My Independent Associateship or any interest in my Independent Associateship may only be assigned or transferred as provided in the Rules and only with the prior written consent of DiaVita, given or withheld by DiaVita in its sole and absolute discretion. DiaVita may assign this Agreement without my consent.

B. THE DIAVITA BUSINESS OPPORTUNITY

1. Diligent Inquiry:

If I wish to consider engaging in an DiaVita business, by selling DiaVita products, I agree as an essential part of that consideration, to carefully review the Materials contained in the Independent Associate Kit and those then available on diavita.com. DiaVita encourages careful prior review so I will be informed about the potential risks, benefits and rules applicable to Independent Associates engaged in business activities

2. Compensation I Might Receive or Income that I Might Earn:

I hereby represent, warrant and agree that I am not relying upon and that I will not rely upon any written or oral information or representations about the financial results I might achieve.

3. Promote the Sale of Products:

If I choose to engage in the DiaVita Business, I will promote the sale of DiaVita products to consumers in a manner that enhances the reputation of DiaVita. My success will only come from product sales to my customers for their consumption.

4. Product and Other Purchases:

I am not required to purchase products or maintain an inventory to succeed or advance as an DiaVita Independent Associate. I may not purchase product primarily to qualify to earn compensation, as opposed to purchases which I freely choose to make for my own consumption and amounts I consider reasonable to service my customers. I am also not required to purchase sales aids or attend meetings or events.

5. Building a Sales Organization:

I am aware that I will earn no compensation or other economic benefit for recruiting other Independent Associates. If I choose to sponsor others as DiaVita Independent Associates in order to build and maintain a downline sales organization, my earnings will be based on product sales to my customers for their consumption and to my downline for their consumption and resale to others. This multilevel compensation opportunity is detailed in DiaVita’s Marketing Plan.

C. MISCELLANEOUS LEGAL PROVISIONS

1. Damages:

Neither DiaVita nor I shall be liable for any incidental or consequential damages caused by breach, termination or suspension of this Agreement, whether or not the possibility of such damages is known by either party, and no punitive or exemplary damages shall be awarded against either of us in any dispute against the other except as explicitly required by law.

2. Waiver and Delay:

DiaVita may address Rules violations or other breach of this Agreement with any Independent Associate in its sole and absolute discretion. No failure, refusal or neglect of DiaVita to exercise any right, power or option under any agreement with any Independent Associate, shall constitute a waiver of the provisions or a waiver by DiaVita of its rights at any time under this Agreement.

3. Severability:

If any one or more of the provisions contained herein shall for any reason be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalid, illegal or unenforceable provisions shall be ineffective, but shall not in any way invalidate or otherwise affect any other provision.

4. Private Statute of Limitations:

Despite any law or equitable doctrine or authority to the contrary, any claim, whether brought by DiaVita or by me, shall be brought within one (1) year from the date the person or entity asserting the claim first knew, or through the exercise of reasonable diligence should have known or suspected, the facts which underlie the claim.

5. Choice of Law:

This Agreement, and any dispute arising from the relationship between the parties to this Agreement, shall be governed by laws of England and Wales without the application of conflict of law principles.

6. Indemnification:

I will indemnify, defend and hold harmless DiaVita from any cost or liability relating to or arising from my breach of this Agreement or the conduct of my DiaVita business. DiaVita may set off any amounts against amounts which would otherwise be due to me to cover such indemnity.

7. Binding Terms:

This Agreement shall be binding upon and inure to the benefit of the parties, their heirs and permitted successors in interest.

D. Electronic Disclosures

1. CONSENT TO ELECTRONIC DISCLOSURES

I agree that all documents, including but not limited to, this Agreement, as well as all notices, disclosures and records (collectively, “Disclosures”) relating to my account with DiaVita may be sent to me electronically at the email address indicated by me in the account registration form or by viewing the Disclosures on DiaVita’s website. Alternatively, DiaVita may provide me with Disclosures via fax or in the mail.

2. WITHDRAWAL OF CONSENT TO ELECTRONIC DISCLOSURES

I may withdraw my consent to electronic Disclosures in the future at any time without charge. To withdraw my consent, I may sent a request to requests@diavita.com and indicate my wish to receive all future communications in writing. DiaVita will send me a confirming notice once it has processed my change request.

3. TECHNICAL REQUIREMENTS FOR ELECTRONIC DISCLOSURES

To access Disclosures electronically and print copies of these Disclosures for my records, I must have Internet access, as well as access to a printer. I agree that I have access to the Internet and a printer or the ability to make hard copies of my information and records (the "Hardware").

DiaVita uses a Secure Socket Layer (SSL) system that supports 128-bit encryption. In order to submit an Online Independent Associateship Application, you must have the hardware and/or software to support 128-bit encryption.

Please make a copy of this Agreement, including the Online Independent Associateship Application and Agreement for your records. I may also save an electronic copy of this document to my hard drive. I may also obtain a copy of the foregoing from partner.diavita.com/license-agreement.

4. CONTACT INFORMATION

I agree to promptly notify DiaVita of any changes in my address information by accessing one of DiaVita's websites and changing my personal information.

I agree to be bound by this Independent Associateship Agreement including the Terms and Conditions. I ACKNOWLEDGE THAT THESE AGREEMENT TERMS AND CONDITIONS MAY BE DIFFERENT FROM THE TERMS AND CONDITIONS ON THE APPLICATION I RECEIVED IN MY KIT.

TERMS AND CONDITIONS

I agree that if I chose to conduct the DiaVita business in any respect:

A. Independent Contractor

Self-employed:

I will be a self-employed independent contractor, (determining my own schedule and objectives, responsible for my own expenses and any applicable taxes – including self-employment taxes), not an employee, agent, franchisee, securities holder, joint venturer, fiduciary or beneficiary of DiaVita or any other Independent Associate. I will not be treated as an employee with respect to such services for tax purposes, nor will I be treated as an employee for any other purpose. As an independent contractor, I agree that I shall have no rights or benefits that an employee of DiaVita may have nor will I make any claim to the contrary.

B. Important Corporate Statements

Important policies are contained in the Materials and are also available online at partner.diavita.com and are hereby incorporated by this reference. I agree to carefully review those statements prior to any decision or action to engage in the DiaVita business. Diavita may from time to time publish new or update existing policies and rules.

C. Purchases

Product Purchases:

All product purchases are optional. I may not purchase product primarily to qualify to earn compensation, as opposed to purchases for my own consumption and amounts I consider reasonable to service my customers.

D. Further Agreements

1. Sales of DiaVita Products:

I will promote the sale of DiaVita products in a manner that enhances the reputation of DiaVita. My success will only come from sales of DiaVita products by me for consumption and resale.

2. Illegal Practices:

I will not engage in any deceptive, unfair or illegal practices, and I will comply with applicable law. I will comply with DiaVita’s Rules of Conduct published in the countries in which I conduct any aspect of the DiaVita business.

3. Obligations of Sponsorship:

If I sponsor others to become Independent Associates, I will do so in an ethical and lawful manner, and in compliance with this Agreement and applicable law. Thereafter, I will use best efforts to train, assist and support those I sponsor to do the same, and I will communicate and lead by example.

4. Representations:

I will make no representations about DiaVita’s products or business opportunity except in compliance with DiaVita’s Rules and applicable law.

5. Conduct:

DiaVita is a family-oriented business that expects its Independent Associates to conduct themselves with the highest ethics and integrity. I agree to do so. I represent and warrant that I have not been convicted of a crime involving dishonesty, moral turpitude, or violence to others.

6. Non-Solicitation of Other Independent Associates While I am an DiaVita Independent Associate:

During the term of my Independent Associateship, neither I nor my spouse will, directly or indirectly (through or by means of any person, entity or artifice), solicit, promote, sponsor or recruit any DiaVita Independent Associate or any customer of DiaVita of whom my spouse or I became aware in the course of the DiaVita Independent Associateship, to join, promote, sell or purchase products of, or participate (as a salesperson or otherwise) in any multi-level marketing or direct sales company and neither of us will encourage anyone to do what I have agreed we will not do.

7. Intellectual Property and Confidential Information:

  • From time to time, I may receive personally identifiable information (“PII”), from DiaVita relating to my downline. I may not use this PII for any other purpose than to develop my DiaVita business relationship with my downline, unless I have received consent from the downline Independent Associate to use the PII for other purposes. I will abide by applicable data protection laws at all times, including international data transfer restrictions. I shall be responsible for the use that I make of the PII of my downline once DiaVita has transmitted it to me. I shall also hold the PII I receive from DiaVita on my downline Independent Associates at all times in strict confidence.
  • I am hereby granted during the term of my Independent Associateship, a limited, revocable license to use DiaVita’s trade name, logo, trademarks and certain intellectual property only if and to the extent expressly permitted under the terms of the Agreement or by DiaVita in writing.
  • During the term of an Independent Associateship and thereafter for so long as they have economic value, my spouse and I will hold in confidence and trust for the exclusive benefit of DiaVita any trade secrets, formulas, business plans, or confidential or proprietary business information (including, without limitation, genealogies and other compilations of identifying and other data relating to other Independent Associates or customers), and any other information of commercial value relating to other Independent Associates or customers, provided by DiaVita or that I or we developed or obtained while an Independent Associate, and neither I nor my spouse will use them, directly or indirectly, for any purpose other than the conduct of the DiaVita Independent Associateship.
  • I authorize DiaVita to videotape and photograph me and I grant DiaVita a license to use my name, photograph, video images, personal story and information I provide to DiaVita, and likeness in DiaVita related promotional materials. I hereby waive all claims for payment for such use.
I agree to be bound by this Independent Associateship Agreement including the Terms and Conditions. I ACKNOWLEDGE THAT THESE AGREEMENT TERMS AND CONDITIONS MAY BE DIFFERENT FROM THE TERMS AND CONDITIONS ON THE APPLICATION I RECEIVED IN MY KIT.

In the event that DiaVita and Independent Associate are not able to resolve any dispute in an amicable informal manner, DiaVita and Independent Associate each agree to resolve such disputes solely and exclusively in courts of general jurisdiction of England and Wales.

In case you want to cancel Agreement, use this form

Notice of Cancellation

The DiaVita Refund Policy provides you greater protection than the law requires.

Date of Transaction: ____/____/____

You may CANCEL this transaction, without any Penalty or Obligation, within SEVEN BUSINESS DAYS from the above date.

If you cancel, any property traded in, any payments made by you under the contract or sale, and any negotiable instrument executed by you will be returned within TEN BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled.

If you cancel, you must make available to the seller at your residence, in substantially as good condition as when received, any goods delivered to you under this contract or sale; or you may, if you wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk.

If you do make the goods available to the seller and the seller does not pick them up within 20 days of the date of your Notice of Cancellation, you may retain or dispose of the goods without any further obligation. If you fail to make the goods available to the seller, or if you agree to return the goods to the seller and fail to do so, then you remain liable for performance of all obligations under the contract.

To cancel this transaction, mail or deliver a signed copy of this Cancellation Notice or any other written notice, or send a telegram to:

Diavita Ltd.

[Spyrou Kyprianou, 61, 4003, Limassol]

NOT LATER THAN MIDNIGHT OF: ___/___/___

(Date: 7 days after date of order)

I HEREBY CANCEL THIS TRANSACTION:

____/____ /____ _______________________________________

Month Day Year Buyer’s Signature

I agree to be bound by this Independent Associateship Agreement including the Terms and Conditions. I ACKNOWLEDGE THAT THESE AGREEMENT TERMS AND CONDITIONS MAY BE DIFFERENT FROM THE TERMS AND CONDITIONS ON THE APPLICATION I RECEIVED IN MY KIT.