VIP Member Agreement

I acknowledge that I have reviewed this VIP Member Agreement, incorporating the US Terms and Conditions, ROCKIN’ ART VIP MEMBER NETWORK LLC (the “COMPANY”) Policies and Procedures, Compensation Plan and Income Disclosure Statement, which are hereby incorporated into and made part of this VIP Member Agreement by reference (collectively, the "Agreement"). By checking the acceptance box, I agree to comply with, and be bound by, the terms and conditions set forth in this Agreement.

Click here for COMPANY's Policies & Procedures
Click here for COMPANY's Compensation Plan
Click here for COMPANY's Income Disclosure Statement

I acknowledge and agree that the Agreement will become a binding agreement upon me and the COMPANY only upon acceptance by the COMPANY and that the COMPANY will notify me of acceptance of the Agreement via email to the email address I submit with this Agreement. I understand that the COMPANY has the right to accept or reject my application to become a VIP Member in its sole discretion. I understand that there is no requirement beyond entering into this Agreement and payment of the VIP Member fee (which may be waived by the COMPANY), or the purchase of one tee shirt, to become a VIP Member. No other purchase of sales or training materials or other services is required to become a VIP Member and any purchase of sales aids, training materials or training is strictly voluntary. I understand that I am not obligated to purchase COMPANY Products and Services beyond the purchase of one tee shirt. I also understand that if I choose to sponsor others to become VIP MEMBERS and participate in the COMPANY'S Compensation Plan, I will not receive any compensation whatsoever for the act of sponsoring or recruiting, and that I will be compensated based upon referrals I personally make that result in the sale of products and services to a customer and the activities of other VIP Members in my personal VIP Alliance, only to the extent of sales made to customers as a result of their referrals of COMPANY Products and Services.

I, the undersigned applicant, represent that I am of legal age to enter into legally binding agreements, and that the information submitted in connection with my application to become a VIP Member is complete, true and correct. I agree to promptly notify the COMPANY of any changes to such information. I understand that this is a personal membership and that I cannot execute this Agreement on behalf of a corporation, limited liability company, partnership, trust or other entity and that I will be personally responsible for the performance of all the duties and obligations described in this Agreement. Company marketing partners are exempt from this paragraph.
I agree to pay for any products, materials, services, or other items that I purchase from the COMPANY at the time they are ordered via a valid credit or debit card.
I agree that as a VIP Member, I am an independent contractor responsible for my own business and not an agent, marketing partner, legal representative or employee of the COMPANY or any supplier, service provider, or other party with whom COMPANY transacts or contracts business ("Service Providers"). I acknowledge that my VIP Member relationship is with the COMPANY and not with any Service Provider. I understand that as a VIP Member, I am free to select my own means, methods, and manner of operation and that I am free to choose the hours and location of my activities under this Agreement, subject only to the terms of this Agreement. I shall have no power or authority to bind the COMPANY, either directly or indirectly, and I will not take any action inconsistent with this limit of authority, including representing in any manner that I am an agent, representative, legal representative or employee of the COMPANY or any Service Provider. I acknowledge that as an independent contractor I am not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by the COMPANY to its employees. I understand that I am solely responsible for remitting any taxes and obtaining any business licenses or insurance required by regulations or authorities to conduct my business. I acknowledge and agree that I will not be treated as or represent myself as an employee for purposes of any federal, state or local statute, regulation, ordinance or other law.
I may terminate this Agreement for any reason, at any time, by giving the COMPANY prior written notice at its address of record or via email to: [email protected]. The COMPANY may terminate this Agreement pursuant to COMPANY Policies and Procedures or if I breach any part of this Agreement. Upon my request following termination of this Agreement and within thirty (30) days from the date of enrollment, the COMPANY shall refund the VIP Member Membership Fee paid at the time of enrollment, if any.
I acknowledge that as a VIP Member, I am not guaranteed any income nor am I assured any profits or success, and I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts as an VIP Member have been made by the COMPANY or my sponsor. Similarly, I shall not represent directly or indirectly that any person may, can, or will earn any stated amount or that any VIP Members are guaranteed success.
This Agreement shall become effective upon acceptance by the COMPANY and continue for the one-year, unless sooner terminated as permitted herein. My relationship with the COMPANY may be extended for additional terms by my agreement to the then current COMPANY VIP Member US Terms and Conditions, and payment of the COMPANY'S then current VIP Member membership fee, within 30 days after each term expires. The VIP Member membership fee is for services provided by the COMPANY, which include, but are not limited to, providing, and hosting a VIP Member replicated website, which includes back-office functions that track personal customers, sales, commissions (cash back), VIP Alliance members and transactions made through the VIP Member’s VIP Alliance (downline) and support services. I understand that failure to renew within the specified time frame shall result in termination of this Agreement and my relationship with the COMPANY and deactivation of my VIP Member position, and shall result in the forfeiture of bonuses, commissions (cash back) or other payments from the COMPANY. However, those rights and obligations which by their nature are intended to survive termination of this Agreement shall survive, including without limitation the provisions governing dispute resolution, indemnification, non-solicitation, confidentiality, and account maintenance fees.
In the process of promoting the COMPANY’S Products and Services, I agree that I will operate in a lawful, ethical, and moral manner and I agree to make no false or misleading statements regarding the COMPANY’S Products and Services or about the various relationships between the COMPANY, Service Provider(s) and me.
I understand that during any investigation by the COMPANY with respect to my breach of this Agreement or my conduct as an VIP Member, my VIP Member position status may be suspended by the COMPANY and any COMPANY Payments which may be otherwise owing to me shall be held until final resolution has been achieved. I acknowledge that in the event the COMPANY determines that I have violated this Agreement, including COMPANY Policies and Procedures or the COMPANY Compensation Plan, the COMPANY may terminate this Agreement and deactivate my VIP Member position, in which event I will not be entitled to any COMPANY Payments or further commissions or compensation of any kind.
I agree to keep accurate records and shall not engage in or perform any misleading, deceptive or unethical practices. I further agree to abide by all federal, state and local laws and regulations governing the sale or solicitation of the products and services marketed by the COMPANY and/or Service Provider(s), including but not limited to, obtaining and maintaining any and all permits and licenses required to perform under this Agreement and I understand that I will be personally liable for any fines and other expenses incurred by the COMPANY as a result of any failure to do so.
IN NO EVENT WILL THE COMPANY OR ANY COMPANY PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), ARISING OUT OF ANY CAUSE, INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY OR THE DELAY, ACT, ERROR OR OMISSION OF THE COMPANY OR ANY COMPANY PROVIDER, OR THE DELIVERY, NONDELIVERY, DISCONTINUATION, OR MODIFICATION OF ANY PRODUCT OR SERVICE BY THE COMPANY OR ANY SERVICE PROVIDER, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE COMPANY, ANY COMPANY PROVIDER, OR THEIR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE MANUFACTURER’S PUBLISHED WARRANTY.
The COMPANY shall periodically make various sales literature, promotion materials, training and other products or services available for my use in conducting my business as a VIP Member. I, however, am under no obligation to purchase any quantities of those materials or services at any time. Rather, I will have the option to order and purchase any materials or services which I may choose. If I choose to purchase such materials then I may return any unused, unopened, and currently marketable items for up to one year and receive a refund of 90% of the purchase price. I will be responsible for the cost of shipping said materials to the COMPANY.
I acknowledge that I have the right to refer as many personal customers as I wish. For each personal customer referred that results in a sale, I will be eligible to receive a referral commission (cash back) based on the published commission schedule by the COMPANY and from sales made from personal customers as a result of referrals from VIP Members in my VIP Alliance, in accord with the currently valid COMPANY Compensation Plan. I understand that eligibility to receive COMPANY Payments is conditioned upon being an active VIP Member with a valid Agreement in effect on the date such compensation is scheduled to be paid. The COMPANY reserves the right to vary or change eligibility as set out in the COMPANY Compensation Plan. Any other payments I receive will be based upon fulfilling certain terms of qualification as set forth by the COMPANY Compensation Plan. I agree that as a VIP Member, I shall place primary emphasis upon the referral of COMPANY Products and Services to retail customers.
I agree to indemnify and hold the COMPANY, Service Providers and their respective shareholders, directors, officers and employees harmless from any and all claims, damages, and expenses, including any attorney's fees, arising out of my actions or omissions in connection with this Agreement. In the event of a dispute between me and the COMPANY as to our respective rights, duties and obligations arising out of or relating to this Agreement and the dispute cannot be settled through negotiation, the parties agree first to try in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. If mediation is unsuccessful, then the parties agree to binding arbitration before the American Arbitration Association pursuant to the Commercial Rules of Arbitration. The arbitration shall be held in Clark County, NV before a panel of three arbitrators, each side choosing one and then the two choosing the third. All claims hereunder must be brought within ninety (90) days of the date on which the facts or circumstances giving rise to the claim are alleged to have happened. The laws of the state of Nevada will apply to the resolution of the dispute unless otherwise agreed in writing. The award of the arbitrator shall be final and may be entered in any court of competent jurisdiction. This provision shall not restrict the COMPANY from seeking preliminary or permanent injunctive relief in any court of competent jurisdiction.
I acknowledge that the COMPANY fully reserves its right to modify this Agreement at any time without prior notice by notifying me of the changes, including by posting the revisions on the COMPANY website (www.rockinart.com). This Agreement, including the US Terms and Conditions, the COMPANY Policies and Procedures and the COMPANY Compensation Plan, which have been incorporated herein by reference, constitutes the entire agreement between the parties hereto and shall not be modified or amended except as described herein. In the event of a conflict between the US Terms and Conditions and the COMPANY Policies and Procedures or the COMPANY Compensation Plan, the US Terms and Conditions shall control. For purposes of this Agreement, my address as submitted by me with this Agreement shall be deemed to be my correct address unless and until notification of a change of address is provided by me to the COMPANY.
This Agreement shall be governed by the laws of the state of Nevada. I understand that I may not assign this Agreement without the prior written consent of the COMPANY, which may be withheld, conditioned, or delayed in the COMPANY’S sole discretion. This Agreement shall be binding upon and inure to the benefit of heirs, successors and permitted assigns of the parties hereto. If any provision of this Agreement is determined by any authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the remaining provisions or portions thereof shall not be affected thereby, and such authority should reform this Agreement to the extent necessary to render the otherwise unenforceable provision or portion thereof valid and enforceable.
I acknowledge that I may receive proprietary and confidential data or information of the COMPANY and/or Service Provider(s) which is not publicly known or available to the competitors of the COMPANY or Service Providers, including but not limited to information about COMPANY Products and Services, customers, and VIP Members ("Confidential Information"), and I agree that I shall treat such Confidential Information as strictly confidential and that I may not, directly or indirectly use, sell, lend, lease, distribute, license, give, transfer, disclose, disseminate, reproduce or otherwise communicate any such Confidential Information to any person or entity for any purpose other than as authorized by the COMPANY in writing. I represent and warrant that I will comply with all COMPANY policies and procedures relating to confidential and proprietary information, and I agree that all prohibitions against disclosure of Confidential Information shall survive the termination of this Agreement.
During the term of this Agreement, I agree that I shall not, directly, or indirectly, sell or solicit customers for products or services offered by the COMPANY through any person or entity other than that specifically designated or approved in writing by the COMPANY. I agree that I shall not, during the term of this Agreement and for a period of one (1) year thereafter, directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer of the COMPANY or any Service Provider, whether or not I originally procured or brought such customer to the COMPANY (such activities are collectively referred to and included herein as 'solicitation'). All customers solicited by a VIP Member on behalf of the COMPANY and COMPANY Service Providers are deemed to be customers of the COMPANY or the COMPANY Service Provider and not of the VIP Member. I understand that such non solicitation prohibition shall be strictly enforced and that each Service Provider shall be a third-party beneficiary of this prohibition. Further, during the term of the Agreement and for a period of one (1) year thereafter, I may not enter into a direct marketing relationship with any Service Provider. During the term of this Agreement and for a period of one (1) year thereafter, I may not solicit a VIP Member, whether active, inactive, individual or entity, to participate in a network marketing program offered by any other company in the same or similar business as the COMPANY. Without limiting in any way COMPANY'S right to pursue all rights and remedies available to it, violation of this covenant and condition will result in, but is not limited to, forfeiture of all rights in any VIP Member position and COMPANY Payments, including all current and future commissions, bonuses and payments of any kind.

******************NOTICE OF CANCELLATION***************

I may cancel this transaction, without penalty or obligation, for a full refund of my VIP Membership Fee, if applicable, within thirty (30) calendar days from the date of this Agreement, exclusive of the date of signing. I understand that if I cancel after the thirty (30) day period, I am not entitled to a refund. This limitation is not applicable in Georgia or where superseded by any state law. If I cancel within the thirty (30) calendar days from the date of this Agreement, any payments made by me under this Agreement, except for the purchase of products or services, will be refunded, as outlined below. If I cancel, I will return any literature or materials I have received from the COMPANY in substantially as good condition as when received. To cancel this Agreement, I must email my desire to cancel to: [email protected]. Refunds, requested within the allowed time period, shall be processed back to the credit or debit card originally used. If the credit or debit card is rejected or expired, then a check will be mailed to the VIP Member’s address on file, within 60 days of notice of cancellation. Where applicable state law on cancellation is inconsistent with COMPANY policy, such state law shall be in force.