DIRECT SELLER AGREEMENT

 

e-  Biotorium house, plot no. B1/1, MIDC Industrial area, Mira goan, Opp. A P college and A P Gym, Mira road east, Mumbai District Thane, Maharashtra India Pin code 401107.

DIRECT SELLER AGREEMENT

This Direct Seller Agreement ("Agreement") is entered into on the day one buys e     –    Biotorium    company’s    product    and     the    agreement    is    entered    between E Biotorium Network Private Limited, a private limited company incorporated under Companies Act 2013, and having its registered office situated at e-Biotorium house, plot no. B1/1, MIDC Industrial area, Mira goan, near Amar palace hotel, Opp. A P college and A P Gym, Mira road east, Mumbai District Thane, Maharashtra India Pin code 401107. (Herein after referred   to   as “E Biotorium" which expression shall always include its successors and assigns);

AND

 

The person buying product, making due payment and completing the online KYC process to  get “Direct seller registration ID” (hereinafter referred to as "Direct Seller").

RECITALS:

A.  The Direct Seller has approached E Biotorium in order to be appointed on a principal-to-principal basis as a direct seller.

B.  E - Biotorium has agreed to appoint the Direct Seller in accordance with the terms and conditions set out on E Biotorium’s web based KYC and Web based DSA (Direct Seller Agreement).

Under the provision of the Information Technology Act, 2000, web based Direct

Seller Application Form, and this Agreement as an electronic contract, are valid and enforceable and are not required to be signed by either party physically.

NOW THEREFORE, in consideration of the foregoing, and the premises and mutual agreements and covenants contained in this Agreement, the Parties hereby agree as follows:

(1)      DEFINITIONS AND INTERPRETATION

Definitions. In this Agreement, the following terms and expressions shall, unless the context otherwise requires, have the meanings set out as follows:

1.       "Agreement" shall mean this Direct Seller Agreement, which shall include:

I.          The Distributor Policy and Procedures Handbook,

II.       Speaker Guidelines and

III.           E Biotorium Products and Specifications, a copy of which is provided as Annexure I; as amended by E Biotorium, in its discretion from time to time.

2.      "Applicable Law" means any statute, law, regulation, ordinance, rule, judgment, notification, order, decree, bye- law, permits, licenses, approvals, consents, authorizations, government approvals, directives, guidelines, requirements, or other governmental restrictions, or any similar form of a decision of, or determination by, or any interpretation, policy or administration, having the force of the law of any of the foregoing, by any authority having jurisdiction over the matter in question, whether in effect as of the date of this Agreement or thereafter;

3.      "Confidential Information" means all non-public information disclosed by E Biotorium, its affiliates or their agents in connection with this Agreement (such entities collectively, the "Disclosing Party") to the Direct Seller and his/her agents (collectively, the "Receiving Party") that is designated as confidential or that, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be considered as confidential.

Confidential Information includes, without limitation

(i)         non-public information relating to the Disclosing Party’s technology, products, services, processes, data, customers, business plans and methods, promotional and marketing activities, finances and other business affairs,

(ii)       third-party information that the Disclosing Party is obligated to keep confidential

(iii)     the nature, content and existence of a relationship, discussions or negotiations between the Parties and

(iv)     Customer data.

Confidential Information does not include, any information that

(i)         is or becomes publicly available without breach of this Agreement (provided, however, information that is rumored or reported does not become public based only on such rumors or reports),

(ii)       was known by the Receiving Party prior to its receipt from the Disclosing Party,

(iii)     is disclosed to the Receiving Party from any third party, except where the Receiving Party knows or reasonably should know, that such disclosure constitutes a wrongful or tortious act, or

(iv)     is independently developed by the Receiving Party without the use of any Confidential Information;

4.     "Cooling Off Period" shall, in accordance with the terms and conditions set out on E Biotorium’s web-based KYC and web based DSA (Direct Seller Agreement) under the provision of the Information Technology Act, 2000, an electronic contract is valid and enforceable, in Direct Seller

Application Form mean a period of 7 days, (seven days) from the date of execution of this Agreement, within which period the Direct Seller shall be entitled to terminate this Agreement without penalty and be entitled to full refund of price for any unused and unpacked E Biotorium products purchased from E Biotorium and such product or material is returned in saleable, marketable condition;

5.      "E Biotorium Products" means the products that may be manufactured, imported, or sold by E Biotorium from time to time, more fully described and attached in Annexure I of this Agreement, which annexure may be amended by E Biotorium at its sole discretion.

6.      "Party" means E Biotorium or the Direct Seller individually, and “Parties” means E Biotorium and the Direct Seller collectively;

7.      "Proprietary Right" means all trade secrets, patents and patent applications, trademarks (whether registered or unregistered and including any goodwill acquired in such trademarks), service marks, trade names, business names, internet domain names, e-mail address names, copyrights (including rights in computer software), moral rights, database rights, design rights, rights in know-how, rights in confidential information, rights in inventions (whether patentable or not) and all other intellectual property and proprietary rights (whether registered or unregistered, and any application for the foregoing), and all other equivalent or similar rights that may subsist anywhere in the world;

8.     Interpretation. In construing this Agreement:

a.     Headings in this Agreement are inserted for ease of reference only and do not form part of this Agreement and shall have no effect on the interpretation of any of the provisions hereof.

b.     Reference to “this Agreement” in this Agreement means this Agreement as it may be amended from time to time.

c.     The words “hereof”, “herein” and “hereunder” and other words of similar import used in this Agreement refer to this Agreement as a whole and not to any particular part of this Agreement.

d.     Where the context so requires in this Agreement, words importing the singular number shall include the plural and vice versa.

e.     References to a person include a body corporate and an un-incorporated association of persons; and

f.       References to Recitals, Clauses and Annexures are references to Recitals, Clauses and Annexures of and to this Agreement, and unless otherwise stated references to this Agreement includes the Annexures hereto.

(2)                                 APPOINTMENT OF DIRECT SELLER

i.           E Biotorium hereby appoints, as on the Effective Date, on a non- exclusive and revocable basis, the Direct Seller as a direct seller for E Biotorium Products throughout the territory of India, and the Direct Seller hereby agrees to and accepts such appointment on the terms and conditions set out herein.

ii.           Pursuant to the above-mentioned appointment, the Direct Seller may, on a non-exclusive basis, purchase E Biotorium Products for the purpose of sale, distribution, and marketing throughout the territory of India.

 

(3)                                 OBLIGATIONS OF DIRECT SELLER

1)      The Direct Seller shall at all times during the Term of this Agreement comply with the following obligations and restrictions, in addition to those contained elsewhere in this Agreement:

2)     Direct Seller shall not sell any E Biotorium Products for a price exceeding the Maximum Retail Price (MRP) mentioned on the labels of the E Biotorium Products;

3)     The Company does not provide any warranty and/or guarantee and/or refund and/or replacement and/or return of whatsoever natureof its products. In pursuance of the same, it shall be the duty of the Direct Seller to compulsorily make known to the prospective customers of the said policy of the company with reference to warranty and/or guarantee and/or refund and/or replacement and/or return while dealing with the prospective customers.

4)    The Company does not provide any insurance, installment or credit payment scheme for the products sold by the Company in view of which Direct Seller cannot make any claims with reference to above.

5)    Direct Seller shall always carry his/her identity card issued and shall not visit any consumer’s premises without prior appointment / approval;

6)     Direct seller shall truthfully and clearly identify himself/herself and state the purpose of solicitation to any prospective consumer and provide complete details of his/her relationship with E Biotorium;

7)     Direct Seller shall provide complete explanation and demonstration as well as description of the nature of the E Biotorium Products being offered for sale, provide details of prices, terms of payment, return policies, terms of guarantee, after-sales service, complaint redressal mechanism etc. to all consumers;

8)    Direct Seller shall not use misleading, deceptive, or unfair sales practices, including misrepresentation of actual or potential sales or earnings, in their interaction with prospective or existing direct sellers;

9)     Direct Seller shall not make any false or untrue claims regarding the health benefits of E Biotorium Products;

10)  The products as offered by the Company helps for providing health benefits, which may not be tangible and/or apportioned and/or visibly seen. The prospective customers shall not be in any way be instructed and/or advised by the Direct Seller to alter and/or modify and/or change any medicines/prescriptions/medical treatments as recommended to the prospective customers by the concerned doctor as may be hired by the prospective customer.

11)    Delivery of the goods ordered by the prospective customers with the Company shall always be subjected to availability of stock of the products.

12)  Direct Seller shall not use misleading, deceptive or unfair trade practices for sale or recruitment of prospective direct sellers;

13)  Direct Seller shall not require or encourage other E Biotorium direct sellers to purchase E Biotorium Products in unreasonably large quantities;

14)  Direct Seller shall not provide any literature, marketing and/or training material to a prospective and/or existing direct seller which have not been approved by E Biotorium in writing;

15)  Direct Seller shall not require any prospective or existing direct sellers to purchase any literature or marketing/training material or sales demonstration equipment;

16)  Direct Seller shall not sell, promote or market E Biotorium Products on any e-commerce website, internet auction sites, internet-based classified listings or any other similar portals;

17)  Direct Seller shall not export or sell directly or indirectly outside the territory of India any E Biotorium Products or any literature, sales aids, promotional material regarding E Biotorium Products.

18)  Direct Seller shall not make any factual representation to a prospective customer that cannot be verified or make any promise that cannot be fulfilled;

19)  Direct Seller shall not present any advantages of direct selling to any prospective direct seller in a false or deceptive manner;

20) Direct Seller shall not make or cause, or permit to be made, any representation relating to E Biotorium’s business, including remuneration    system    and    agreement     between,     or    relating    to E Biotorium Products which is false or misleading

21)  Direct seller shall not receive and/or demand any sale consideration or any part of it pursuant to the sale of the products of the Company in cash and/or in kind in his personal and/or affiliates bank account. It shall be non-revocable obligation of the Direct Seller to provide the bank details of the Company for the transfer of sale consideration of the products of the Company.

22) Direct seller shall not demand any token money/earnest money from the prospective customers for the products ordered.

23) Direct Seller shall not use, or cause or permit to be used, fraud, coercion, harassment, unconscionable or unlawful means in promoting its direct selling practice,

24) Direct seller shall not disparage and/or defame the Company in any manner in front of the prospective customers.

25) Direct seller shall necessarily communicate to the prospective customers that they shall be solely responsible for the products bought after inspection of the products of the Company. Notwithstanding, in case, the goods tend to be defective, prospective customers would always have the option to not accept the products in its defective condition of which loss shall be borne by the Direct Seller if the goods were not defective during the inspection of the Direct Seller during pick up from authorized centers of the Company.

26) Direct Seller shall comply with all Applicable Laws, in the conduct of his/her business. The Direct Seller shall be responsible for obtaining any applicable registration, license, approval or authorization, including tax registrations, to carry on the business as a Direct Seller. Copies of such registrations, licenses, approvals and authorizations shall be provided to E Biotorium upon request;

27) Direct Seller shall maintain all requisite books, accounts and records in compliance with Applicable Law;

The Direct Seller agrees and acknowledges that the obligations and restrictions contained in this Clause 3 are not exhaustive, and are in addition to other obligations that may be imposed on the Direct Seller from time to time, including those contained in the Distributor Policy and Procedures Handbook.

(4) ORDER CONFIRMATION & PROCESS THEREAFTER

The Direct seller, after the confirmation of order from the prospective customers, shall be required to do the following-

(i)    Immediately contact the company & enquire about the availability of the stock of the product ordered by the prospective customers. In case of non-availability, the same shall immediately be informed to the prospective customer without any delay or demur.

(ii)  In case of availability, procure the product from the pickup centers authorized by the Company. During such procurement from authorized pick-up centers, the Direct Seller shall necessarily carry out thorough inspection of the products for any defects of whatsoever nature. It shall be only upon satisfaction of such inspection; the Direct Seller shall accept the delivery of product from authorized pick-up centers of the company.

(iii) After such procurement upon satisfaction by the Direct Seller, he shall deliver the product to the prospective customers through any mode as may be desirable to the Direct Seller. Notwithstanding anything, the Company shall not be in any way be responsible for any damage of whatsoever nature to the products during the transit from the authorized pickup centers of the Company. If any damage is caused to the products as ordered by the prospective customers during transit, the Direct Seller shall be solely responsible for the same & the company shall not in any way be asked to replace/repair/refurbish the products of the company. Any loss caused during transit shall be borne by the Direct Seller.

(iv) Upon delivery to the prospective customer, the Direct Seller shall necessarily ask the prospective customer and/or its agents as may be specifically assigned by the prospective customer to inspect the product delivered for any defects of whatsoever nature. The Direct Seller shall further communicate to the prospective customer, that after necessary inspection, the prospective customer shall only purchase the product after due satisfaction and if the said products as ordered are accepted, the prospective customer shall be liable to waive off any right of warranty and/or guarantee and/or refund and/or replacement and/or return from the Company.

(v)  Upon acceptance of product, the Direct Seller shall provide the Bank details of the Company for immediate IMPS/NEFT and/or any other mode of instant transfer for the payment of consideration towards the products sold by the Direct Seller. It shall be responsibility of the Direct Seller to ensure that the consideration of the products sold received by the Company and only upon such receipt by the Company,

 

(vi) The Direct Seller shall handover the possession and/or ownership of the products to the prospective customer.

(5)           OBLIGATIONS OF THE COMPANY.

A.    The Company shall provide upon execution of this Agreement an identity card to the Direct Seller which shall necessarily contain the name, address of the Direct Seller, Identity of the Company including address of the place of business of the Company. The Company shall also provide a Brochure of the business of the Company to the Direct Seller for the purposes of conducting business of the Company.

B.    The Company shall provide all necessary, accurate and complete information with respect to demonstration of the products of the Company, its prices, terms of payment, return, exchange, refund policy to the Direct Seller which can then be communicated to prospective customers.

 

(6)           PAYMENT TO THE DIRECT SELLER

a.     The company shall pay to the Direct Seller a bonus on the basis of its sales performance as made by Direct Seller after every 12 hours.

b.     Bonus paid to the Direct Seller depends on the company policy and upon the type of products sold and also depends on the price on which the said product has been sold by such Direct Seller.

c.   The company may change its policy for payment of the bonus without prior notice to the Direct Seller and that the Direct Seller hereby agrees to accept the same.

(7)                                 TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in force until terminated by either Party in accordance with the below mentioned provisions ("Term").

a)     Termination. Notwithstanding anything contained herein, this Agreement may be terminated at any time:

i.           by the mutual consent of Parties;

ii.           by E Biotorium upon providing the Direct Seller not less than seven days’ written notice;

iii.           by E Biotorium, in the event of any breach or default by the Direct Seller of any of the Direct Seller’s obligations under this Agreement or under Applicable Law, and upon the failure of the Direct Seller to cure or rectify such breach or default within a period of 30 (thirty) days of receiving notice of the same;

iv.           by the Direct Seller upon providing E Biotorium not less than seven days’ notice

v.           By   the   Direct   Seller   where   he/she   has   made   no   sale   of E Biotorium Products for a period of 6 (six) months from the Effective Date, or since the date of the last sale made by the Direct Seller.

b)    Company may terminate the agreement with the distributor on ground of any reason which shall not be limited to the following:

1)      On non-compliance with the provisions of the agreement, declaration, etc. and discipline of the Company.

2)     For reasons of non-performance with the business activities of the company. If the Up line turns out to be non-performer for a period of ten days with 0 (Zero) income, then the distributor can join other Up line. (Terms and conditions apply).

3)     For any unethical or prejudicial work to the interest of the company. For e.g. If the distributor has already been assigned a Distributor ID (on basis of Pan Card) and the distributor tries to join any other Cross Line with other Sponsor (on basis of the same Pan Card), then his attempt to create a new ID shall be considered unethical and shall be blocked permanently.

4)    For breach of any term and condition of the agreement and marketing plans. For e.g. Swiping to Cross Line and Power Leg is considered to be a breach of marketing plans.

5)    In case information given is found to be misleading/wrong/false.

6)     If he/she is found to be convicted on any offence punishable under law for the time being in force.

7)     If he/she is declared bankrupt/insolvent.

8)    If he/she migrates to other country.

9)     Where company deems it necessary to terminate him/her, in the interest of other distributors connected with his/her group/team.

Termination of the distributor means termination of:

1)      All rights and entitlements as distributor of the Company.

2)      Identification as a distributor of the Company.

3)     Right to go to any Company’s office and attend Company’s meetings/seminars.

All Company’s trademarks, names, photos, literatures,

customer data, etc. shall remain the property of the Company. Within 10 days of the termination he/she shall return all articles and information that may have handed over to him by the Company. He/she shall cease to use things entrusted to him/her by the Company.

c)     Consequences of Termination. Termination in accordance with this Agreement shall not prejudice or affect any right or action or remedy that has accrued or shall thereafter accrue in relation to either Party. Termination or expiration of this Agreement shall not affect any Fees or payments due from the Direct Seller to E Biotorium that are incurred and become due prior to the date of termination, nor relieve any Party from liability incurred prior to termination or expiration. Upon termination, the Direct Seller will lose all privileges, rights, bonuses or margins otherwise payable to him/her as a direct seller.

d)    Survival. Clauses 7 (Indemnification), 4 (Terms and Termination),

8 (Limitation of Liability), 9 (Confidentiality), 10 (Ownership Rights) and 13 (Miscellaneous) will survive the termination of this Agreement.

e)    Resignation Policy

Resignation letters shall be uploaded through Distributor ID along with proper signatures and details. The cooling period after resignation will be minimum 45 days to maximum upto 6 months. The company reserves the right to decide the maximum period for him/her.

During the cooling period the distributor shall not be active under or with any other distributors associated with the company. If he/she is found to breach the abovementioned condition then he/she shall be committing an unethical act and his/her ID will be blocked permanently by the company.

Couples are considered the same entity as per the rules of the Company and thus if any one of them resigns or is terminated the other will not be allowed to continue his/her association with the Company.

(8)                                 REPRESENTATIONS AND WARRANTIES

The Direct Seller hereby represents and warrants to E Biotorium as follows:

(i)    He/she has full power and authority to execute, deliver and perform his/her obligations under this Agreement and to carry out the transactions contemplated hereby;

(ii)   He/she has taken all necessary actions under Applicable Law or the execution, delivery and performance of this agreement;

(iii)  This Agreement  will constitute  a  legal, valid and binding obligation enforceable   against him/her in accordance with the terms hereof; and

(iv)  He/she has attained the age of majority in India.

(9)                                 INDEMNIFICATION

1)      Indemnification. The Direct Seller (in this context, the "Indemnifying Party") will defend, indemnify and hold harmless the E Biotorium and its affiliates, and each of their directors, officers, employees and agents (collectively, the "Indemnified Parties"), from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys' fees) arising from or relating to any claim, action or proceeding (each a "Claim") brought by any third party based upon:

(i)    any actual breach of representations, warranties or covenants set forth in this Agreement;

(ii)   any violation of this Agreement, E Biotorium’s policies and procedures, rules and regulations, E Biotorium’s marketing program     manual     or      guidelines     or     any     other      directive     of E Biotorium;

(iii) engaging in any conduct that is not authorized or that is specifically prohibited by E Biotorium under this Agreement;

(iv) any claim, demand or action initiated by a customer/consumer of the Direct Seller, in respect of which E Biotorium has no responsibility;

(v)   any actual violation of law, gross negligence, willful misconduct, or fraud.

2)     Indemnification Procedure. The Indemnified Parties will cooperate with the Indemnifying Party in the defense of any Claim. Any Indemnified Party may participate in the defense at its own expense. If at any time, any Indemnified Party reasonably determines that any Claim might adversely affect any Indemnified Party, such Indemnified party may take control of the defense of the Claim at such Indemnified Party’s expense (without limiting the Indemnifying Party’s indemnification obligations), and in such event such Indemnified Party and its counsel will proceed diligently and in good faith with such defense. Indemnifying Party will not consent to the entry of any judgment or enter into any settlement without the Indemnified Parties’ prior written consent, which may not be unreasonably withheld.

(10)                              LIMITATION OF LIABILITY

E Biotorium will not be liable to the Direct Seller for any incidental or consequential damages (including lost profits, lost data or loss of good will) arising out of this Agreement.

(11)                              CONFIDENTIALITY

I.          Non-Disclosure. The Receiving Party shall

(i)    hold all Confidential Information in confidence and shall not disclose the Disclosing Party’s Confidential Information to anyone, at any time, other than persons who have a need to receive such Confidential Information to comply with the terms of this Agreement; and

(ii)  protect the Disclosing Party’s Confidential Information against unauthorized access, use, disclosure, destruction, loss or alteration using the same degree of care that the Disclosing Party uses to protect his/her own highly sensitive and/or proprietary information, but in no event less than a reasonable degree of care.

II.          Restrictions on Use. The Receiving Party shall not use the Disclosing Party’s Confidential Information for his/her own benefit or for the benefit of third parties, or for any purpose other than as necessary for the Receiving Party under this Agreement.

III.          Breach Notification. Upon becoming aware of any unauthorized access to or disclosure, use, loss, damage or destruction of any Confidential Information, the Receiving Party shall promptly notify the Disclosing Party in writing.

IV.          Return or Destruction. Within 10 (ten) days of an express request or termination of this Agreement, the Receiving Party shall return all Confidential Information received under this Agreement, including all copies or partial copies thereof in any form or format to the extent technically feasible to do so. If it is not technically feasible to return all information and the Disclosing Party consents in writing, Receiving Party shall destroy such information using such methods as are reasonably acceptable to the Disclosing Party.

V.          Terms of Agreement. The Direct Seller shall not disclose the terms of this Agreement to any third parties without the prior written consent of E Biotorium, except that Direct Seller may disclose its terms

(i)    in confidence, to his/her accountants, legal counsel, tax advisors and other financial and legal advisors; or

(ii)  As required during the course of litigation.

VI Compelled Disclosure. If the Direct Seller becomes legally compelled (by Applicable Law or by deposition, interrogatory, request for documents, order, subpoena, civil investigative demand or similar process issued by a court of competent jurisdiction or by a government body) to disclose any of E Biotorium’s Confidential Information or the terms of this Agreement, Direct Seller shall provide E Biotorium with prompt prior written notice (to the extent legally permitted) of any such requirement so that E Biotorium may seek a protective order or other appropriate remedy, and the Direct Seller    shall     provide     all     assistance    reasonably    necessary    for E    Biotorium    to   seek   such   order    or    remedy.    In   the   event    that E Biotorium does not obtain such protective order or other remedy, then the Direct Seller may disclose only that portion of the Confidential Information or terms of this Agreement that is legally required to disclose.

(12)                              PROPRIETARY RIGHTS

1.       Ownership. Parties agree that, except as expressly provided to the contrary, this Agreement does not transfer ownership of any Proprietary Rights in any E Biotorium Materials. E Biotorium shall retain ownership of the E Biotorium Materials.

2.     License Grant. E Biotorium grants to the Direct Seller, on a non- exclusive, revocable basis, limited license to use the E Biotorium Materials solely for the purpose of acting as a direct seller in accordance with this Agreement.

3.     Restrictions. Except to the extent authorized or permitted in this Agreement or by law, Direct Seller shall not:

(i)    use the E Biotorium Materials in any manner without the prior consent of E Biotorium;

(ii)  incorporate, bundle, integrate or link E Biotorium Materials into any documentation or materials used by the Direct Seller;

(iii) copy,    transfer    or    distribute    the    E    Biotorium Materials (electronically or otherwise);

(iv) Sublicense or assign the license for the E Biotorium Materials.

(13)                              INDEPENDENT CONTRACTOR

The Parties are and shall be independent contractors to one another, and nothing herein shall be deemed to cause this Agreement to create an agency or partnership between the Parties. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between E Biotorium and the Direct Seller.

 

(14)                              NO EXCLUSIVITY

The appointment of the Direct Seller under this Agreement is not exclusive and the Direct Seller acknowledges and agrees that E Biotorium may appoint any other third party as a direct seller with respect to the same E Biotorium Products for the same territory, without the consent of the Direct Seller.

(15)                              MISCELLANEOUS

1.       Notices. Any notice or other communication under this Agreement given by any Party to the other Party will be in writing and, to be effective, must be delivered by registered letter, receipted commercial courier, or electronically receipted facsimile transmission (acknowledged in like manner by the intended recipient) at the address specified below. Either Party may from time to time change the addresses or individuals specified in this Clause by giving the other Party notice of such change in accordance with this Clause.

A.     Notice to E Biotorium:

Name: Compliance Department

Address: E-Biotorium house, plot no. B1/1, MIDC Industrial area, Mira goan, near Amar palace hotel, Opp. A P college and A P Gym, Mira road east, Mumbai District Thane, Maharashtra India Pin code 401107.

B.     Notice to Direct Seller: As details provided in the agreement, as per E Biotorium record and KYC filed with the company.

2.     Waiver; Remedies. A waiver of any breach or default under this Agreement will not constitute a waiver of any other or subsequent breach or default. The failure of either Party to enforce any term of this Agreement will not constitute a waiver of such Party’s rights to subsequently enforce the term. The remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.

3.     Severability; Entire Agreement. If any term of this Agreement is held to be invalid, such invalidity will not affect the remaining terms. This Agreement, together with the attached Annexure represents the entire agreement between the Parties with respect to the subject matter hereof and supersedes any previous or contemporaneous oral or written agreements regarding such subject matter. This Agreement may be executed by facsimile and in counterparts, which together will constitute one and the same agreement.

4.     Governing Law. This Agreement will be governed by the laws of India. Subject to Clause 13.5 below, the Parties hereby irrevocably consent to the exclusive jurisdiction of courts located at Mumbai, India, with respect to any claims, suits or proceedings arising out of or in connection with this Agreement or the transactions contemplated hereby.

5.     Dispute Resolution. All disputes and differences arising out of or in connection with this Agreement, if not resolved within 7 (seven) days through discussion between the Parties, shall be referred to the arbitration of an arbitrator appointed by a director of E Biotorium. The decision and award determined by such arbitration will be final and binding upon the Parties. The Arbitration shall be conducted in accordance with the provisions of the Arbitration and Conciliation Act, 1996, as may be in force from time to time. The arbitration proceedings shall be conducted in English and the venue of the arbitration shall be Mumbai. The arbitrators shall pass a reasoned award in writing within 4 (four) months of the date of the appointment of the Presiding Arbitrator.

6.     Force Majeure. Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations (other than payment) under this Agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 3 (three) months, the Party not affected may terminate this Agreement by giving 45 (forty-five) days' written notice to the affected Party, and the effects of termination described in Clause 5.2 shall become applicable

This web based agreement is executed by each Party, the “Direct seller” who is allotted the “Direct seller registration ID” and the Compliance Officer on behalf of E BIOTORIUM NETWORK PRIVATE LIMITED in token of acceptance of the terms and conditions elaborated here above.

ANNEXURE I (Attached and Provided Separately)

This annexure is in accordance with the Clause 1 sub clause 1.1(i) of Direct Seller Agreement of E Biotorium Network Pvt. Ltd.

1.  Policy and Procedure Handbook

2.  E Biotorium Product and Specifications.

3.  Direct Sellers Terms & Conditions

4.  Policy Guidelines for Present

 

 

 

 

DIRECT SELLER AGREEMENT TERMS AND CONDITIONS

 

 

e- Biotorium house, plot no. B1/1, MIDC Industrial area, Mira goan, near Amar palace hotel, Opp. A P college and A P Gym, Mira road east, Mumbai District Thane, Maharashtra India Pin code 401107.

 

Direct Seller Agreement – Terms and Conditions

These Terms and Conditions are to be read together with the Company Policies & Procedures Handbook, DSOP (Direct Seller Orientation program), Speaker guidelines, E Biotorium Product Information and collectively they constitute a binding contract between E Biotorium Network Pvt. Ltd (Company) and Direct Seller signing this terms and conditions.

1.  Definitions:

a)   Direct Seller: shall mean a person appointed by the Company on a principal –to- principal basis through this Direct Seller Contract to undertake sale, distribution and marketing of E Biotorium products and services and to register Preferred Customers. An E Biotorium Direct Seller may introduce or sponsor another direct seller and support them to build their direct selling business of E Biotorium products & services.

b)   Direct Seller Contract: shall mean and include the following:

i.          The Direct Seller Application Form;

ii.          These Terms and Conditions forming part of Direct Seller Application;

iii.          The E Biotorium Compensation Plan; and

iv.          The Policies and Procedures Handbook; as amended from time to time. The Company may notify any such amendment on its website, www.E Biotorium.co.in

c)    Territory: shall mean the Republic of India.

d)   Effective Date: shall mean the date of submission of the duly filled Direct Seller Application, subject to approval by E Biotorium India E-Biotorium Network Pvt. Ltd.

2.  Legal Requirement:

Applicant confirms that he/she is above the age of 18 years, of sound mind and not disqualified from contracting by any law. Applicant is entering into this contract with free consent after undertaking mandatory orientation session about direct selling and remuneration system of the Company.

3.  Applicant must submit the following

a.   Copy of the Government issued Identity Card

b.   Copy of residential proof

c.   Copy of Permanent Account Number (PAN) Card

d.   Passport size photograph

e.   Cancelled bank Cheque.

(Any mentioned document could be furnished as proof of address; Adhar Card, Voter ID, Driving License, Ration card, Passport)

4.  Distributorship/Direct Selling:

E Biotorium appoints, without requirement/compulsion to buy the product, as of the Effective Date, the individual(s) identified in the above Direct Seller Application, or if applicable, the legal entity listed therein (the “Entity”), as a Direct Seller of E Biotorium Products and services, and the Applicant(s) agree(s) to such appointment. As of the Effective Date and upon receipt of ordering information and completion of any required formalities, the Direct Seller may, on a Non-exclusive basis, within the Territory as may be communicated by the Company, and otherwise in accordance with the Direct Seller Contract, purchase E Biotorium Products from the Company in order to sell, distribute and market the same, and also register Preferred Customers.

5.  Registration

Company reserves the right, at its sole discretion, to accept or refuse any application. E Biotorium do not charge any registration, joining or renewal fee. Upon acceptance the person will remain a direct Seller for a period of 24 months. To keep the Direct Seller status beyond this period the Direct Seller needs to demonstrate his/her activity during the past 12 months.

6.  Duration:

This Direct Seller Contract, shall remain valid and continue to remain in full force unless terminated earlier by either party with or without cause by giving notice according to the provisions given in Policies and Procedure Handbook.

7.  Cooling Off Period:

Newly joined Direct Seller shall have a cooling off period of seven (7) days to cancel the contract and receive full refund for any unused and unpacked E Biotorium products purchased from E Biotorium and such product or material is returned in saleable, marketable condition.

 

 

8.  Commission or Incentives:

Commission or incentive to Direct Seller are paid solely based on the sale of products and no payment will be made only for recruitment of new Direct Seller. Company has right to adjust commission and bonuses paid on cancellation of Direct seller in the down line.

9.  Obligation of Direct Sellers:

1.Direct Seller shall carry the Identification card (ID Card) issued by the Company and will seek prior appointment with the customer for initiation of sale, Direct Seller shall identify themselves and the Company, provide contact details to customer and would truthfully represent the nature of products in the manner consistent with the claims authorized by the Company.

2.Direct Seller would provide accurate and complete explanations and demonstrations of goods, time and place to inspect the sample and take delivery, prices, credit/payment terms, terms of guarantee, after-sales service, goods return policy, right to cancel the order and complaint redressal mechanism of the Company.

3.Direct Seller shall be guided by provisions of Consumer Protection Act 1986 and shall comply with Direct Selling guidelines 2016, be responsible for payment of any tax liability on their earning and all local and municipal laws, ordinances, rules, and regulations, guidelines and shall make all reports and remit all withholdings or other deductions as may be required by any such law.

4.The Direct Seller shall, throughout the validity of this Direct Seller Contract, strictly adhere to all applicable laws, regulations and other legal obligations that affect the operation of his/her/their business. The Direct Seller shall be responsible for obtaining any applicable registration, license, approval or authorization, to carry out the business as Direct Seller, copy of which shall be provided to the Company upon request.

5.Direct Seller shall not use misleading deceptive or unfair trade practices and not misrepresent actual or potential sales/earning advantages of direct selling. Direct Seller shall not make any false representation/promise relating to direct selling, earning potential, remuneration system etc.

10.  No Assignment:

Direct Seller shall not assign any rights or delegate his duties under this Agreement without the prior written consent of Company.

11.  No Employment Relationship:

Direct Seller confirms that he/she/they has/have entered into this contract as an independent contractor. Nothing in this agreement shall establish either an employment Relationship or any other labor relationship between parties or a right for Direct Seller to act as a procurer, broker, commercial agent, contracting representative or other representative of the Company.

12.  Right to Modification:

Company expressly reserve the right to alter, modify or amend product prices, policies and procedure, product availability and compensation plan, agreement through notices/News on its website www.E Biotorium.co.in If the Direct Seller do not agree to be bound by the said amendment he/she may terminate the contract with immediate effect by giving a written notice to the Company, otherwise Independent Distributor's continued relationship with the company will constitute an affirmative acknowledgment by the Direct Seller to having agreed to such amendment and be bound by the same.

13.  Termination of Direct Seller Contact:

Company reserves the right to terminate the Direct Seller who fails to adhere any of the terms and conditions/policies and procedure of the Company.

14.  Advertisement:

Direct Seller is allowed to advertise the E Biotorium products on his personal digital & Social media channels, however Direct Seller is strictly prohibited from selling or promoting company products on internet shopping or auction sites.

15.  Severability Clause:

If any provision of these Terms and Conditions is declared invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.  Governing Law:

The Direct Seller Contact and all questions of its interpretation shall be governed by and construed in accordance with the laws of Republic of India, without regards to its principles of conflicts of laws. The Agreement is civil in nature and hence, it is to be governed and construed in accordance with the Indian Contract Act, 1872, the Code of Civil Procedure and other applicable laws of India.

17.  Dispute Settlement:

Any dispute arising out of this agreement or in any manner touching upon it, the same shall be settled through arbitration under Arbitration and Conciliation Act 1996 with all statutory amendments, by a sole arbitrator to be appointed by a Director of the Company, who may be specifically authorized by the Board of Directors of the Company in this regard. The venue of arbitrator shall be Bangalore.

18.  Limitation of Liability:

Companies Liability whether under contract or otherwise, arising out of or in connection with this contract shall not exceed the less of a) actual damages or loss accessed by the arbitrator b) the total commission earned by the Direct Seller during the six months’ period preceding the date of the dispute.

 

Declaration: The Direct Seller Terms and Condition constitutes the contractual offer of the undersigned individual addressed to E Biotorium Network Pvt. Ltd.    (E Biotorium) to enter into a ‘Direct Seller” agreement with E Biotorium Network Pvt. Ltd. and under the company policy, procedures, terms & condition specified herewith/in the application form/below.

The applicant hereby certifies that he/she/M/s. are legally competent to do business in India and not bound by any legal requirement restricting or prohibiting his/her appointment as an E Biotorium Network Pvt. Ltd. Company’s Direct Seller.

By signing this terms and condition, I/We confirm that I/We have been provided with or have undergone orientation Program which provided fair and accurate information on all aspects of E Biotorium Network Pvt. Ltd. company's direct selling operation, about joining, its remuneration system, its refund and return policy, expected remuneration and related rights and obligations as governed under the E Biotorium Policy and Procedures, Code of Ethics, Direct Seller Orientation Program.

I/We do hereby declare that the information finished above is true and I/We legally competent to enter into Direct Seller Contract and signing it under my own free will.

 

 

 

POLICY AND PROCEDURES

 

 e- Biotorium house, plot no. B1/1, MIDC Industrial area, Mira goan, near Amar palace hotel, Opp. A P college and A P Gym, Mira road east, Mumbai District Thane, Maharashtra India Pin code 401107.

Policies and Procedures Hand book for

E Biotorium Direct Sellers

 

This document is also in accordance with Clause 1 of Direct Seller Agreement of E Biotorium Network Private Ltd. executed with the Direct Seller.

SECTION 1: INTRODUCTION................ 6

SECTION 2: GLOSSARY OF TERMS................7

2.1            "Business Collaterals "................. 7

2.2            “Company/E Biotorium”................. 7

2.3            “Earnings”.................... 7

2.4            “E Biotorium Direct Seller”.................. 7

2.5            “E Biotorium Compensation Plan”.......................... 7

2.6            “E Biotorium Direct Seller Agreements”................. 7

2.7            “Preferred Customer”....................... 8

2.8            “Products”.............................. 8

2.9            “Prospective customers”...................... 8

2.10         “Product Purchase Order Form”.................. 8

2.11         “Sponsor”......................... 8

2.12         “Zero Tolerance”........................ 8

2.13         “Intellectual Property”....................... 8

SECTION 3: CODE OF ETHICS OF E BIOTORIUM DIRECT SELLER:.......................... 9

SECTION 4: BECOMING AN E BIOTORIUM DIRECT SELLER:..................10

4.1            Application....................10

4.2            Requirements for becoming a E Biotorium Direct Seller......................10

4.3            Right to accept/reject.....................10

4.4            Registration......................10

4.5            Prohibited Practices...................11

4.6            Mandatory Orientation Session............................ 11

4.7            Abide by Rules.........................11

4.8            Effective Date and Authorisation for order.......... 11

4.9            Validity of E Biotorium Distributorship................. 11

4.10         Type of Direct Sellers....................11

4.10.1          Individual E Biotorium Direct Seller................ 11

4.10.2          Husband and Wife Distributorship................... 12

4.10.3          Members of Same Household........................... 12

4.10.4          Legal Entity Distributorship............................. 12

4.10.5          Change in Status......................... 13

4.11         Sale or Transfer of Distributorship....................... 13

SECTION 5: E BIOTORIUM DIRECT SELLER RESPONSIBILITIES..........................15

5. 1  Adherence to Agreement and policies.................. 16

5. 2  Professional Conduct...................... 16

5. 3  Transaction Submission Integrity........................ 16

5.4            Business Conduct...................16

5.5            Principal to Principal Contract..............................17

5.6            Responsibility for Paying Taxes............................. 17

5.7            Vendor Confidentiality............................18

5.8            Information Confidentiality........................18

SECTION 6: SPONSORS’S SUPPORT/RESPONSIBILITIES...............................19

6.1            Sponsoring Right.........................19

6.2            Responsibility to submitted completed application with documents......................19

6.3            Responsibility to supervise.....................19

6.4            Responsibility to train.....................20

6.5            Responsibility to provide complete information...................20

6.6            Obligations of a Direct Seller..................20

6.7            Transfer of Sponsorship.................................. 24

SECTION 7: PROMOTION OF E BIOTORIUM PRODUCTS AND OPPORTUNITIES......................25

7.1            Sales Presentation/Advertising Correct Information.......................... 25

7.2            Retail Establishment........................25

7.3            Trade Shows....................................25

7.4            Assigned Territory............................26

7.5            International Sales........................ 26

7.6            Endorsements........................26

7.7            Newspaper Advertisement......................... 26

7.8            Business Cards and Stationery.........................26

7.9            Press Inquiries................................26

SECTION 8: BUSINESS COLLATERALS............................... 27

8.1   General Rule for Business Collaterals........................27

SECTION 9: BUSINESS PRACTICES........................ 29

9.1     Being Truthful and Accurate......................... 29

9.2     Product Claims..........................29

9.3     Income Claims................ 29

9.4 Prohibition on Raiding and Cross-Solicitation of Products or Other Busines Opportunities........................ 30

9.5     Repackaging................... 31

SECTION 10: USE OF E BIOTORIUM’S TRADEMARK, TRADE NAME AND COPYRIGHT

MATERIAL................... 32

SECTION 11: INTERNET AND WEBSITE POLICY......................... 34

11.1         No sale through Internet...............................34

11.2         Use of Website and Business Promotion require prior approval34

11.3         Use of E Biotorium Website........................34

11.4         Prohibition on Use of Shopping Sites, Auction Sites..............................34

11.5         No Spam Policy................................... 34

SECTION 12: CANCELLATION TERMINATION OF DISTRIBUTORSHIP;

DISCIPLINARY ACTION:..........................35

12.1         Disciplinary Actions............................... 35

12.2         Complaint Procedure........................ 35

12.3         Right to Terminate................................................ 36

12.4         Termination by company...................................... 36

12.5         Cancellation of E Biotorium Distributorship=......... 37

SECTION 13: MISCELLANEOUS PROVISIONS.................. 38

13.1         Rights of the company.......................................... 39

13.2         Indemnification and Hold Harmless..................... 39

13.3         Severability Clause/Partial Validity...................... 40

13.4         Waiver.................................................................. 40

13.5         Noncompetition.................................................... 40

13.6         Subpoenas Duces Tecum (Demands for Records) 41

13.7         Request for Records............................................. 41

13.8         Arbitration, Governing Law & Jurisdiction........... 41

SECTION 14: E BIOTORIUM REFUND POLICY & WARRANTY..................................... 42

14.1         Money Back Guarantee......................................... 42

14.2         7 days Cooling Off period..................................... 42

14.3         Return of unsold inventory or Sales Aid............... 42

14.4         Procedure to seek Refund..................................... 42

14.5        Reversal of Sales Margin Benefit and Recovery... 43

14.6         Warranty..............................44

 

SECTION 1: INTRODUCTION

1.1    E Biotorium Network Private Ltd. (the ‘Company’ or ‘E Biotorium’) is dealing in alternate natural therapy & noninvasive self-healing Biomagnetic products of different varieties and different models and capacities and makes its Products available to consumer though Direct Sellers. E Biotorium Network Private Ltd Company’s Policies and Procedures Handbook is designed to establish certain principles required to be followed in the development and maintenance of E Biotorium Distributorship and the rights, duties, obligations and responsibilities of each E Biotorium Direct Seller.

1.2    E Biotorium Network Private Ltd honors all federal, provincial, and municipal regulations governing direct selling and requires every E Biotorium Direct Seller to do the same. It is, therefore, very important that you read and understand the information in this Handbook. If you have any questions regarding any rule or policy, seek an answer from your Sponsor, up line leader or E Biotorium Network Pvt. Ltd. directly. Review the Professional Ethics and the Policies & Procedures often.

1.3    E Biotorium and its Direct Seller have a binding contractual relationship. The terms and conditions of this relationship are set forth in the E Biotorium Direct Seller Application Form, E Biotorium Policies and Procedure Handbook, E Biotorium’s Compensation Plans as amended by E Biotorium Network Pvt. Ltd from time-to-time. E Biotorium may notify all such amendments to the Direct Seller by publication on its website: www. Biomagneticmattress.com and other places where possible.

SECTION 2: GLOSSARY OF TERMS

2.1           "Business Collaterals " means all products and services (including but not limited to business aids, books, magazines and other printed material, online literature, internet websites, audio, video or digital media, meetings and educational seminars (inclusive of tickets for the same) and other types of materials and services) that:

a)   are designed to educate prospective Preferred Customers of E Biotorium products or services, or to support, train, motivate and/or educate E Biotorium Direct Sellers;

b)  incorporate or use one or more of E Biotorium's trademarks, service marks or copyrighted works; or

c)   are otherwise offered with an explicit or implied sense of affiliation, connection or association with E Biotorium Network Pvt. Ltd.

2.2           “Company/E Biotorium” shall mean E Biotorium Network Pvt. Ltd, a company registered under the Companies Act, 2013 having its registered office at e-Biotorium house, plot no. B1/1, MIDC Industrial area, Mira goan, near Amar palace hotel, Opp. A P college and A P Gym, Mira road east, District Thane, Mumbai, Maharashtra - India Pin code 401107.

2.3           “Earnings” means any income achieved by an E Biotorium Direct Seller in the form of commissions, fixed or variable, direct or indirect, rewards, bonuses or in other forms.

2.4           “E Biotorium Direct Seller” or a “Collaborative Entity” shall mean a person (individual, firm, LLP or Pvt. Ltd. Company) appointed by E Biotorium on a principal-to-principal basis through E Biotorium Direct Seller Agreement to undertake sale, distribution and marketing of E Biotorium’s Products and services and to register Preferred Customers.

2.5           “E Biotorium Compensation Plan” means the plan providing details of E Biotorium’s performance incentive system, sponsoring procedure and guidelines, Policies and Procedures regarding selling E Biotorium’s products as amended from time to time by E Biotorium, and which forms an integral part of the E Biotorium Direct Seller Agreement.

2.6           “E Biotorium Direct Seller Agreements” shall mean the agreement setting forth the terms and conditions for   a   Direct Sellers, entered into through E Biotorium Direct Seller Application, inclusive of its terms and conditions and includes following:

a)   E Biotorium Direct Seller Application Form

b)   The terms and conditions forming part of the E Biotorium Direct Seller Application

c)   The E Biotorium Direct Seller Handbook with Policies and Procedure.

d)   E Biotorium Compensation Plan

2.7           “Preferred Customer” means any person who is not an E Biotorium Direct Seller but an end user who’s Preferred Customer Application has been accepted by E Biotorium and who may accordingly purchase E Biotorium’s Products according to the applicable terms.  

2.8           “Products” shall mean items manufactured and/or marketed and/or advertised by the Company for the purpose of sale and/or commercial exploitation and shall include all future items as may be manufactured and/or marketed and/or advertised by the Company for purposes of sale and/or commercial exploitation. It also includes Literature, training and other support material, made available by E Biotorium to its Direct Sellers and/or Preferred Customers.

2.9           “Prospective Customers” shall mean any persons (whether artificial or natural) which are the buyers of the products sold the Company either directly or by Collaborative Entity

2.10        “Product Purchase Order Form” means the application used to order products of the Company.

2.11        “Sponsor” means an E Biotorium Direct Seller who (in compliance with all applicable requirements) recommends to E Biotorium, an applicant for authorization as an E Biotorium Direct Seller and who in turn is assigned by the Company to support the recommended applicant if the same is accepted by theCompany as an E Biotorium Direct Seller.

2.12        “Zero Tolerance” means not allowing any undesirable behavior to continue and imposing definite sanctions against individuals found indulging in such adverse conduct.

2.13        “Intellectual Property” includes existing, proposed and future Intellectual Property in the nature of unregistered or registered rights to any and all patents, copyrights, trademarks, trade-secrets, trade-specifications, trade- knowledge, technical or industrial know-how and other confidential and/or proprietary information and inclusive of all intellectual property that is the subject of ownership by the Company and/or its subsidiaries, venture partners and predecessors in interest, business and/or title, and/or other business arrangements, inclusive of but not limited to any oral arrangement which the Company may have entered into with the Party or other party.

2.14        Except when the content so requires, everything that is in the singular shall include the plural, and whatever refers to the masculine shall include the feminine.

SECTION 3: CODE OF ETHICS OF EEBIOTORIUM DIRECT SELLER:

 

As owner of my E Biotorium distributorship, I agree to conduct

E Biotorium Business according to the following ethical guidelines:

1.      I will be honest and fair in my dealing as a Direct Seller.

2.     I will follow the Policies and Procedure Handbook and Terms and Conditions of distributorship as mentioned in E Biotorium Direct Seller Application as well as all applicable laws, rules and regulations observing not only “the letter” but also “the sprit” thereof.

3.     I will perform my direct seller business in a manner that will enhance my reputation and the positive reputation established by E Biotorium Network Pvt. Ltd.

4.     I will present E Biotorium’s Products and the E Biotorium’s Compensation Plan to all prospective Direct Sellers and Preferred Customers in an accurate, fair, truthful and honest manner, and I will make sure to present only what is approved in official E Biotorium’s publications.

5.     I will fulfil my leadership responsibility as a Sponsor, which include training, supporting and communicating with the Direct Sellers in my organization.

6.      I will not engage in deceptive or illegal practices and will not misrepresent E - Biotorium Products or the Compensation   Plan. In my E Biotorium product sales activities, and for the purposes of protecting the E Biotorium Compensation Plan, I will use only the Company’s authorized publications.

7.     I understand and agree that I am solely responsible for all financial and/or legal obligations I incurred in the course of my business as E Biotorium Direct Seller and will discharge all debts and duties as required of a Direct Seller.

SECTION 4: BECOMING AN E BIOTORIUM DIRECT SELLER

4.1        Application:

To become an E Biotorium Direct Seller, an applicant must be sponsored by an existing E Biotorium Direct Seller in good standing. And in order to be considered for an   E Biotorium Distributorship, an individual(s) must, submit a signed, completed E Biotorium Direct Seller Application Form, in his/ her/their own name(s), together with all required supporting documentation. Upon such Application being accepted, the person(s) become an E Biotorium Direct Seller.

4.2        Requirements for becoming an E Biotorium Direct Seller:

a)  Applicant must be above the age of 18 years, be of sound mind and not disqualified from contracting by any law.

b)  Applicant must submit the following

i)      Duly filled in Application form;

ii)  Copy of Government issued Identity Card;

iii)  Copy of residential proof;

iv)  Copy of Permanent Account Number (PAN Card);

v)  passport size photograph; and

vi)  Cancelled bank cheque with Bank Account Details.

(Any of the following document to be furnished as proof of address i.e. Adhar card/voter ID/ driving license/ Ration card/ passport etc.)

c)  Applicant must be a citizen and resident of India.

4.3        Right to accept/reject: The Company reserves the right to accept or to reject any applications for E Biotorium Direct Sellers/Preferred Customers without having to give any explanation whatsoever.

4.4           Registration: E Biotorium appoints, as of the effective date, the individual(s) identified in the Direct Seller application, or if applicable, the legal entity listed therein (the entity), as a Direct Seller of the E Biotorium products and services, and the applicant(s) agree(s) to such appointment. Company reserves the right, at its sole discretion, to accept or refuse any application. E Biotorium do not charge any registration, joining or renewal fee.

4.5           Prohibited Practices: No applicant, as a condition to becoming a new E Biotorium Direct Seller shall be required to, nor any currently authorized E Biotorium Direct Seller, as conditions to provided assistance to a prospective or new or existing E Biotorium Direct Seller, in the development of their E Biotorium Distributorship, shall require the prospective or new or existing E Biotorium Direct Seller to:

a)  Pay any joining fee or purchase any specified number of products.

b)  Maintain a specified minimum inventory.

c)   Purchase large quantity of inventory solely for the purpose of qualifying for sales bonus or rank advancement.

d)  Promote inventory loading in the distribution channel.

e)  Purchase tapes, literature, audio-visual aids, or other materials or programs.

f)    Purchase tickets for and/or attend or participate in, seminars, or other meetings.

4.6           Mandatory Orientation Session: The applicant must have undergone the Orientation session to understand the overall aspects of direct selling business, remuneration system and expected remuneration for new E Biotorium Direct Seller.

4.7           Abide by Rules: The applicant shall confirm that he has read the Policies and Procedures Handbook and has completely understood all contents before filling out his E Biotorium Direct Seller Application or Preferred Customer Application. He must also abide by all the regulations and stipulations governing E Biotorium Direct Sellers/ Preferred Customers.

4.8           Effective Date and Authorization for order: An application shall be considered as accepted when the Company informs/notifies the E Biotorium Direct Seller accordingly and an applicant becomes a direct seller when the Company accepts such application and conveys such acceptance by issuance of ID and Direct Seller identification card. The E Biotorium Direct Seller may order products through Product Purchase Order Form immediately after receipt of relevant notification by the Company.

4.9           Validity of E Biotorium Distributorship: A distributorship application once accepted will continue to remain valid as long as Direct Seller continued to sell E Biotorium Products. His/her E Biotorium distributorship will come to an end if he/she fails to make any sale for a period of two years from the date of his last sales.

4.10          Type of Direct Sellers:

4.10.1    Individual E Biotorium Direct Seller: An individual can have up to seven (7)   E   Biotorium Distributorships   in   the   Company.   When   an   existing E    Biotorium   Direct   Seller   is    willing    to   open    the   second    or    third E Biotorium Distributorship, this account has to be opened under his existing    account   and    Channel    only.     He   shall    not    own   any    other E Biotorium Distributorship, either individually or jointly, nor shall he participate as a partner, owner, stockholder, trustee, director, or association member, outside his sponsorship.

4.10.2         Husband and Wife Distributorship:

i.    The Company will consider each married couple as a different E Biotorium Direct Seller.

ii.    Husband and wife may sponsor each other directly, or may be sponsored in different channels of distribution.

iii.    If a spouse is already an E Biotorium Direct Seller, the non- participating spouse may elect to become an E Biotorium Direct Seller and may be sponsored by anyone other than the spouse.

4.10.3    Members of Same Household: Members of a Direct Seller’s household may operate together as under a single E Biotorium Distributorship channel and may not become separate Company Distributors. A Household is defined as husband, wife, and dependents. It is important to note that children who have attained the age of majority of eighteen (18) years will not be considered to be a part of their parents’ household for the purposes of the E Biotorium Distributorship.

The Company recognizes that members of the same household may belong to competing direct selling opportunities.

4.10.4    Legal Entity Distributorship: A Direct Seller may own and operate his E Biotorium Distributorship as a sole proprietary concern or registered partnership firm or limited liability company (LLC),

E-Biotorium will require such distributorships to comply with the following:

a)        The legal entity must file E Biotorium Direct Seller Application form with the Company, duly signed in by its Sole Proprietor or Partner or Director as applicable.

b)        All persons who   actually conduct, and who   intend to participate in E Biotorium Direct Seller Business of the Distributorship must comprise the majority of the partners in case of a partnership firm or in case of a company collectively own not less than a majority of the paid-up equity share capital of the company and must constitute a majority of the Board of Directors of the company.

c)        No change in the partners, in case of a partnership firm or in case of a company, no change in the number of shares issued, or in the membership of the Board of Directors, may be made, and no agreement or arrangement affecting control of the company by the individuals conducting the E Biotorium Distributorship business may be adopted, without application to, and the prior written approval by the Company.

d)        All partners, shareholders and Directors shall personally and irrevocably guarantee due performance by the partnership firm/company of all of its obligations and responsibilities as a E Biotorium Direct Seller or especially those outlined in the Policies and Procedures Handbook as set forth from time to time in official Company literature.

e)        A Direct Seller who owns and operates his E Biotorium Distributorship as a sole proprietary concern or registered partnership firm or limited liability company (LLC) or Pvt. Ltd or other legal entity (if applicable) cannot obtain and have Distributorship on individual name.

4.10.5    Change in Status:

a)    Marriage – two Company Direct Sellers who marry after having established their own individual Distributorships may continue to operate their existing E Biotorium Distributorships.

b)    Death – Unless there is a valid nomination already having been made by a Direct Seller is in place, upon the death of a Direct Seller, the rights and responsibilities of the E Biotorium Distributorship may be passed on to the rightful, legally-documented heir as long as that person has filled out a new E Biotorium Direct Seller application, together with a copy of death certificate.

c)     Disability – should a Direct Seller become disabled to the extent that he can no longer fulfil the required duties of the Company as Direct Seller, such disabled Direct Seller’s legal representative or conservator or nominee shall notify to the Company in the following manner:

i.         Contact the Company within thirty (30) days of the disability and advise the Company of the Direct Seller’s status and the plans for future management or cancellation of the E Biotorium Distributorship

ii.         Provide a notarized or court-confirmed copy of appointment as legal representative or conservator; and

iii.         Provide a notarized or court-confirmed copy of document establishing right to administer the Company business.

Such legal representative shall fill out a new Direct Seller Application, receive requisite training consistent with the disabled Direct Seller’s level at the time of disability. These requirements must be satisfied within six months. In case of any dispute between the legal heirs of the deceased or disabled Direct Seller, giving rise to multiple or contradictory claims, then the decision of the Company shall be final.

 

4.11               Sale or Transfer of Distributorship:

4.11.1    Third  parties  who  buy  any  E Biotorium         products        do not automatically qualify to be E Biotorium Direct Sellers’. E-Biotorium Direct Sellers agree to inform all third parties to whom they sell E Biotorium products of the above fact and further agrees not to promise any possibility of transferring Direct Seller rights. A Direct Seller shall not sell, assign or otherwise transfer his E Biotorium Distributorship, marketing position or other E Biotorium Distributor rights without written application to and approval from the Company. This clause is also applicable to the transfer of any interest in an entity that owns an E Biotorium Distributorship, including but not limited to a corporation, partnership, trust or other non- individual entity.

4.11.2    The   potential   buyer   must    be   of    similar    standing   as   the   selling E Biotorium Direct Seller to become eligible to apply for E Biotorium Distributorship.

The E Biotorium Distributorship must be offered in writing first to the Direct Seller’s sponsor. If the sponsor declines the offer, the Direct Seller   may offer   the E   Biotorium Distributorship for   sale   to   main E Biotorium Direct Sellers of the sponsor within the same group.

A Direct Seller who sells his or her E Biotorium Distributorship shall not be eligible to re-qualify as a Direct Seller for a period of at least six (6) months after the sale,

4.11.3    The Company reserves the right to review the sale agreement and to verify waiver from the sponsor in the event the sponsor declines to purchase the E Biotorium Distributorship. A Direct Seller shall not add a co-applicant to their E Biotorium Distributorship and thereafter, remove their name from the E Biotorium Distributorship, as an effort to circumvent the Company’s sale, assignment, delegation or merger procedures. The primary Direct Seller must wait twelve (12) months after adding a co-applicant to the E Biotorium Distributorship before they are allowed to remove their name from the E Biotorium Distributorship.

4.11.4    It is prohibited to use a sale or transfer to attempt to circumvent Company policy on raiding, soliciting, cross-sponsoring or interference. A  Direct Seller seeking to sell or transfer his E Biotorium Distributorship must acknowledge and agree to Clause

4.11.5    Prior to the finalization of the sale or transfer of his E Biotorium Distributorship