Independent Distributor Agreement

 (When you are ready to sign up, email us at TeamBuilders@DiscoveryClub.us/ We will send you a DocuSign agreement. Or call Lee Allen at 424-535-6068) 

  

Discovery Club Pre-Launch Distributor Agreement

This Pre-Launch Distributor Agreement (herein “Agreement”) is between Discovery Club (“the Company”) and

_____________________________________________________________________________________________________________________________________________________ ("Distributor"). 

Whereas Distributor wishes to participate in the Company’s Multi-Level Network Marketing Program (herein “MLM Program"), and whereas Distributor understands that while the Company is building out a fully integrated software compensation platform, in the interim this Agreement, including the Pre-Launch compensation plan attached at Exhibit A, shall allow Distributor to start producing sales and building a downline network. To that end, both parties agree to be bound by the terms and conditions set forth below.

TERMS AND CONDITIONS:

1. Relationship of Parties: It is understood Company and Distributor are independent contractors, that nothing in this Agreement is to be construed as creating any type of partnership, joint venture, agency, franchise, sales representative relationship or employment relationship between the parties. As well, Distributor has no authority to make or accept any offers or representations on behalf of Company.

2. Distributor Registration: Accompanying this Agreement (Exhibit B) is the Distributor Registration. To officially become a Company Distributor, this application must be filled out, signed by the Distributor and accepted by the Company. 

3. Use of Company Name, Trademarks and Content: Distributor is granted a limited, non-exclusive license to use Company’s images, logos, trademarked name, copyrighted and/or marketing material and any other similar material relating to Company (collectively called "Licensed Materials") as provided by the Company to Distributor for the purpose of advertisement and marketing the Company’s Product and Services. All material on Company’s website, including text, graphics, and other illustrations (Content) is understood to be the sole property of Company.

4. Tracking Sales: Until the Company’s software compensation plan is in place, Distributor shall receive a monthly printout showing Distributor customer sales using a unique code assigned to Distributor. Any downline team members Distributor shall sign up shall be tracked using that downline distributor’s unique code. All commissions shall be automatically calculated under these unique codes. 

5. Compensation: All compensation earned under the terms of this Agreement by Distributor shall be as an independent contractor as defined by the Internal Revenue Service. 

6. Calculation of Commissions: Commissions shall be based on Company’s attached compensation plan at Exhibit B, which plan will convert in the near future to the Company’s MLM custom-designed software compensation program (Exhibit B).

7. Payment of Commissions: Commissions shall be paid out monthly on the 10th of each month for sales earned thru the end of the previous month. A statement breaking down earnings shall accompany payment. Commissions will be transferred electronically into the prearranged account of Distributor’s choice.

8. Returns and Credits: Any returns or credits attributed to Distributor’s customers shall be deducted from future commissions due.

9. Prohibited Marketing and Use of Company Material: Distributor agrees to abide by the below prohibited marketing tactics and that any violation may be grounds for termination of this Agreement and any future representation of the Company: 

a) Unsolicited e-mails: There shall be no Unsolicited Commercial E-mailing (commonly referred to as Spam) or any form of unsolicited e-mail sent out by Distributor to promote any of the services associated with the Company. (Spam defined as unsolicited e-mails sent to persons with whom Distributor has no relationship and/or who has not requested information pertaining to the Company.)

b) Inappropriate Content: Distributor may not link to Company’s website or other Company links any online site which contains content that is slanderous, libelous, threatening, pornographic, obscene and/or infringing material that could give rise to any civil or criminal liability. 

c) Reference to the Company’s Competitors: Distributor may not reference or place links to competitors of Company (to include other Affiliate or Distributor MLM Programs).

d) Distributor may not sell, reproduce, distribute, copy, duplicate, modify, display, prepare derivative works or repost any of Company’s copyrighted or Intellectual Property for purposes of exploiting material for commercial purpose, or otherwise use any of Company’s Content in any way for any public or commercial purpose without prior written consent of the Company. Violation of these terms may be grounds for automatic termination, in which case Distributor agrees to immediately destroy any such copies or reproduction or reposting of said material above. Use of Company marketing material in in any manner that is disparaging or that otherwise portrays Company in a negative light is strictly prohibited. Determination of what is and is not acceptable use is at the sole discretion of Company. Distributor may not alter, modify or change the Company’s marketing materials in any way without prior permissions. Upon the effective date of the expiration or termination of this Agreement, Distributor agrees to cease using all such materials.

e) Distributor shall not create, publish, distribute, or permit any written material to be disseminated without first submitting such material to the Company and receiving prior written consent. 

10. Term of Agreement: This Agreement shall be for a period not to exceed Six (6) months from date of execution by both parties, unless or until superseded by a new agreement. 

11. Termination: Either party may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. In which case, Distributor shall be eligible for earned commissions on sales occurring during the term of this Agreement, to include customer renewals and downline commissions earned through the period of this Agreement. All commissions earned will remain payable, excluding any amounts from credit card fraud, chargebacks, refunds or other charge backs. Company may withhold a reasonable portion of commission proceeds up to 30 days after due to ensure that the correct final compensation is paid out.

12. Modifications to Agreement: Company reserves the right to make modifications to dates, procedures, guidelines and policies relating to this Agreement, so long as they do not affect commissions already earned. If Distributor disagrees with changes, he/she may challenge those modifications in writing. In which case the Company will consider Distributor’s position. However, Company retains the right to make a final decision with Distributor’s recourse being either to accept modifications or terminate the relationship.

13. Limitation of Liability: Company will not be liable for any direct, indirect, special or consequential damages, or any loss of revenue, profits or data, arising out of or relating to this Agreement or the MLM Program. Further, the aggregate liability arising with respect to this Agreement and the MLM Program will not exceed the total commissions due and payable to Distributor under this Agreement.

14. Indemnification: Distributor hereby agrees to indemnify and hold harmless the Company, including its directors, officers and employees, against any and all claims of outside parties. 

15. Governing Law: This Agreement will be governed by the laws of the State of Virginia. Any dispute between parties arising under this Agreement will be resolved by the binding rules of arbitration under the state. The arbitrator shall have the discretion to order that the cost of arbitration, including the arbitrator's fees, or other costs, and reasonable attorneys' fees, shall be borne by the losing party. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction. 

16. Attorneys' Fees: If either party resorts to legal action to enforce, defend or interpret any of the terms or provisions of this Agreement, then the prevailing party will be entitled to receive, in addition to such other remedies as will be awarded in such legal action, reimbursement from the non-prevailing party for all reasonable attorneys' fees and all other costs incurred in commencing, maintaining or defending such action. In addition, the prevailing party will be entitled to recover from the non-prevailing party post-judgment attorneys' fees incurred in enforcing a judgment against the non-prevailing party.

17. Miscellaneous:

a) All notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail or upon receipt, if sent by certified or registered mail, return receipt requested. 

b) Distributor may not assign this Agreement without Company’s prior written consent. 

c) Agreement will be binding on and inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Company’s failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of Company’s right to subsequently enforce any other provision(s) under this Agreement.

18. Entire Agreement: This Agreement constitutes the entire agreement between parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.

Executed this day ___________________________________________________________________________ by below parties to this Agreement.


__________________________________________________________________________________________________________

Authorized Company Representative 

Discovery Club

Distributor’s Signature: _____________________________________________________________________________________________________

Distributor name: _______________________________________________________________________________________________________________

Address: _____________________________________________________________________________________________________________________________________

___________________________________________________________________________________________________________________________________________________

Phone: ________________________________________________________________________________

Email:________________________ _________________________________________________________



Exhibit A - Discovery Club’s Pre-Launch Distributor Agreement

DISTRIBUTOR REGISTRATION

Discovery Club hereby accepts the following (Mark One): ____________ Individual _____________ Company (Corporation, LLC, or Sole Proprietor) as an official “Independent Distributor” with the Company, as evidenced by this signed receipt acknowledging a one-time payment of $249.00, 

Name: ______________________________________________________________________________________________________

Company name: _______________________________________________________________________________________ 

Address: _________________________________________________________________________________________________ 

_______________________________________________________________________________________________________________

(SSN or EIN) ____________________________________________________________________________________________

Phone: __________________________________________________________________________________

Email: ____________________________________________________________________________________


Accepted by: _______________________________________________________________________________________________ 

Authorized Company Representative Date


To complete the registration click the button at the bottom of this page to pay the Distributor Signup Fee of $249, which includes a $99 one-time registration fee and $149 for the Distributor's Discovery Box ($250 product value). 


Exhibit B - Discovery Club’s Pre-Launch Distributor Agreement

PRE-LAUNCH COMPENSATION PLAN

Discovery Club’s Pre-Launch Distributor Compensation Plan is detailed as follows:

1. Distributor will receive a Unique Distributor Code (UDC). This UDC will track customer sales credited to Distributor. The Company’s current back-office system tracks sales by Sales Code (UDC). This report will be made available to Distributor monthly to determine commissions. 

2. Important! For Distributor to be credited with sales, a customer must input the Distributor’s UDC code at the Checkout page at time of purchase. 

3. Distributor’s UDC will include any advertised discounts posted by the Company on its social media pages, other marketing platforms, or on the Company’s website. This insures a customer receives these discounts when making purchases using Distributor’s UDC.

4. Commissions are calculated as follows:

· Commissions are based on Net Commissionable Sales (NCS) calculated as follows: Sales x.50 (average cost of product/specials/discounts) = NCS

· 1st Level Commissions – Distributor’s Direct Sales, called Personal Sales Volume (PSV), paid out at 2 performance tiers: 

Tier 1: Monthly PSV between $100 – $500 x NCS x 10%

Tier 2: Monthly PSV above $500 x NCS x 20%

· Commissions on Downline Sales calculated as follows:

2nd Level (Distributor’s “Frontline”) NCS x 10% 

3rd - 5th Level: NCS X 5%

5. Commissions are paid out monthly on the 10th of each month for sales earned during the previous calendar month. A statement breaking down earnings will accompany payment sourced from (UDC) reports. Reports will include both Distributor’s USC and Distributor’s Downline UDC’s.

6. Commissions are paid out using electronic transfer to Distributor via G-Pay (Google Pay).

The above commission structure will remain in effect until the Company’s software program is built out. The fully-integrated software compensation plan will resemble the attached Uni-Level Plan (with Executive Breakaway Bonuses). 

I understand and accept the above compensation plan until such time as I receive notice it is superseded by the software plan.

Signed: ________________________________________________________________________________________ Date: ________________________________________________

Name: ___________________________________________________________________________________________

Authorized Company Representative: 

Accepted: _____________________________________________________________________________________ Date: _________________________________________________

Unique Distributor Code (UDC): _________________________________________________

SPONSOR: _____________________________________________________________________________________________