STREAMLINE INT'L.,INC.
 
Application & Agreement
 

In accordance with the terms and conditions contained in this agreement and application (including those printed on the reverse side of this form), I hereby submit my application to become an independent Marketing Executive (herein after referred to as "Marketing Executive") with Streamline Intl., Inc. (herein after referred to as "Company") and hereby state and agree as follows:

1- I am of legal age, in the state in which I reside, to enter into this agreement. This application and Agreement becomes effective on the date received, signed by the applicant, and accepted by the Company in it's home office in Orem, Utah.

2-Upon acceptance of this application by the Company, I understand I will become Marketing Executive of the Company and will be eligible to participate in the selling and distribution of the Company's goods and services and receive commissions in connection with such sales in accordance with the Streamline Int'l., Inc. Statement of Policies, Procedures and Definitions and Compensation Plan.

3- Upon Acceptance by the company, each Streamline Int'l., Inc. Marketing Executive is Issued a Unique ID number. ID numbers are the same as your SS# or FED ID#. International ID#'s are assigned on an individual basis. For Prompt service and accurate accounting of orders, all Marketing Executives should be sure to know and use this number on all business forms and correspondence.

4-I understand that as a Marketing Executive I am an independent contractor: not an agent, employee or franchisee of the Company. I further understand and agree that I will not be treated as an employee with respect to such services, for all federal or state tax purposes, nor for purposes of the Federal Insurance Contributions Act, the Social Security Act, the State Unemployment Act, or State Employment Security Act. I understand and agree to pay all applicable federal and state income taxes, self-employment taxes, sales taxes, and/or local license fees that may become due as a result of my activities under this agreement.

5- I understand and agree that my enumeration will consist solely of commissions, overrides, and/or bonuses relating to the retail sale or other output derived from in person sales, solicitations or orders from ultimate consumers.

6- Retail Sales. In order for Marketing Executives to be eligible to purchase additional product and/or to qualify for overrides or bonuses through the company's compensation Plan, each Marketing Executive must represent and certify to the Company that at least 70% of all previous products purchased were sold to retail customers or personally consumed. Products previously certified as sold or consumed cannot be returned to the Company except in strict compliance with the procedures for customer returns . Furthermore, each Marketing Executive must represent and certify to the Company that retail sales were made to retail customers in each calender month to qualify for overrides or bonuses through the Company Compensation Plan. They will Systematically verify compliance with this provision and may request proof of such retail sales prior to issuing a check to a Marketing Executive.

7- Thereby agree to represent the Companies Compensation Plan fairly and completely, emphasizing that retail sales are a requirement, that no purchase of goods or services is required, that no recruitment fee can be derived from the mere act of sponsoring other Marketing Executives, and that no earnings are guaranteed from participation in the Compensation Plan. I agree that I will not make any representations about the actual, potential, or expected earnings of any Marketing Executive of the Company.

8-I will not make any claims regarding Streamline Int'l., Inc. products other than those specifically stated in Streamline Int'l., Inc. approved literature. I understand the Company products are not represented as having any medical value and that I am not authorized to make any diagnosis of any medical condition, or unauthorized health or medical claims for or prescribe Company products to treat or cure any disease or condition of any person.

9- I agree to indemnify and hold harmless Streamline Int'l., Inc. (and its officers, directors, employees, and agents) against any claims, liability, obligations, expenses (including attorney's fees) or damages arising out of any representation made by a Marketing Executive in connection with Streamline Int'l., Inc. products or otherwise arising out of my activities relating hereto.

10-Confidentiality Agreement. Each Marketing Executive may gain access to or be provided with valuable, confidential or proprietary information belonging to and owned by the Company, including without limitation any and all genealogical reports or down line listings. All confidential or proprietary information is transmitted to the Marketing Executive in strictness confidence. As such, each Marketing Executive hereby agrees not to directly or indirectly disclose or use any of the confidential or proprietary information except to specifically promote the Marketing Executive's independent business of marketing and selling products of the Company in accordance with the terms and conditions contained herein. It is agreed that this provision shall survive the expiration or termination of this agreement .

11-Non-Solicitation. During the term hereof and for a period of two (2) years after the termination or expiration of the relationship between Marketing Executive and the Company, for any reason whatsoever, Marketing Executive shall not, on his own behalf or on behalf of any other person, partnership, association, corporation, or other entity, hire or solicit any employees, other Marketing Executive, customers, formulator, or supplier of the company or any of it's affiliates, or in any manor attempt to influence or induce any employee , other Marketing Executive, customer, formulator, or supplier of the company or any of it's affiliates. To alter their employment or business relationship with the company or it's affiliates, or to join another Network Marketing company that sells products competitive with or similar to those of the company, nor shall Marketing Executive use or disclose to any person, partnership, association, corporation, or other entity any confidential or propriety information of the Company or any of its affiliates' employees or Independent Marketing Executives. It is agreed that this provision shall survive the termination or expiration of this agreement.

12-Sales Tax. Marketing Executive acknowledges and agrees that applicable sales tax are the responsibility of the Marketing Executive and not the Company.

13- I further certify that neither the Company nor my sponsor have made any guaranteed earnings or representations of anticipated earnings that might result from my efforts as a Marketing Executive. I understand that my success as a Marketing Executive comes from retail sales of product. I understand and agree that I will make no statements, disclosures, or representations in selling the Company's goods and services or in sponsoring of other prospective Marketing Executives, other than those contained in Company approved literature.

14- Limitation of liability. To the extent permitted by law, the Company, its affiliates and representatives shall not be liable for, and Marketing Executive hereby releases such from and waives any claim for loss of profit, incidental, special consequential or exemplary damages which may arise out of or relate to any performance or non-performance, act or omission with respect to this agreement, the independent business relationship between the Marketing Executive and the Company or any other matters related thereto whether in contract, tort, equity or strict liability. Furthermore, each marketing executive hereby agrees that in no event shall the Company, its affiliates or representatives be liable to a Marketing Executive (or its representatives or assigns) in any amount in excess of unsold products purchased by the company owned by Marketing Executive and not previously certified as sold or consumed. It is agreed that this provision shall survive the expiration or termination of this agreement.

15- In the event I sponsor other Marketing Executives, I agree to perform a bonafide supervisory, distributive and selling function in connection with the sale of the Company's goods and services to the ultimate consumer. I also agree to train any Marketing Executives I may sponsor in the performance of these functions. I agree to have continuing communication and supervision with my sales organization.

16- I understand and agree that the Company, in order to maintain a viable marketing system, may make modifications in the policies and procedures, compensation plan, company literature and product prices. I further agree to be bound by such changes upon notification through official Company literature.

17- I understand that the acceptance of this application does not constitute the sale of a franchise or a distributorship, and that there are no exclusive territories granted to anyone, and that no franchise fees have been paid, nor am I acquiring any interest in a security by the acceptance of this agreement.

18- I understand and agree that because of the personal nature of this agreement it may not be transferred or otherwise assigned without prior written consent of the Company.

19- The term of this agreement is one year. I understand that I must apply for and renew annually this agreement on the annual anniversary date of the acceptance of this application. The renewal process and fees, if any, will be set out in the policies and procedures of the company.

20- I understand and agree that Streamline Int'l., Inc. may terminate me at any time if I breach this agreement, any company policy or procedure, or engage in any conduct that may bring disrepute upon Streamline Int'l., Inc. or which is in violation of any law or government regulation or ordinance. Such involuntary termination shall be made by Streamline Int'l., Inc. at its sole discretion. I have the right to terminate this agreement by giving written notice to the Company home office as described in policies and procedures.

21- This Independent Marketing Executive application and agreement is governed under the laws of the State of Utah. The parties agree that any claim, dispute or other difference between them shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association with arbitration to occur at Utah County, Utah

22- I understand that federal or state agencies do not approve or endorse direct marketing programs. Therefore, I agree that I will not represent that the Company, its products, or program, have been approved or endorsed by any government agency.

23-Backup Order Agreement. By enrolling as a Streamline Int'l., Inc. MVP member, I authorize Streamline Int'l., Inc. to ship the backup order(s) listed on the front of this agreement in any calendar month in which my product orders do not equal or exceed the Product Volume total selected on the front of this agreement. Streamline Int'l., Inc. will not ship a MVP Backup Order in any calendar month in which I place product orders by the 20th of that month with Product Volume equaling or exceeding the amount I have selected. Streamline Int'l., Inc. is under no obligation to ship any products if the authorized accounts have been overdrawn or closed.

24-Payment Authorization. I authorize Streamline Int'l., Inc. to withdraw payment for my MVP Backup Order(s) from my credit card or bank account identified on the front of this Agreement. If I have elected to participate in the electronic checking program, I hereby authorize Streamline Int'l., Inc. to withdraw payment from my checking account for orders I place directly and for MVP Backup Orders as authorized in this agreement Streamline Int'l., Inc. is authorized to withdraw payment equal only to the wholesale amount of the products, applicable sales tax, $2.00 transaction fee, and shipping and handling of products that I order or that applies to the Backup Order I have selected. I agree to pay a $20.00 service fee in the event a check or charge is returned for any reason.

25- Changes. To change Backup Order selections, quantities, or method of payment, a new agreement must be submitted to Streamline Int'l., Inc.. If more than one has been submitted, the most recent Agreement will supersede all previous agreements. Streamline Int'l., Inc. reserves the right to substitute products, charge retail sales taxes, and/or change prices without notice.

26-Term. The MVP Agreement will remain in effect until I:(1) Elect to change my MVP member status with Streamline Int'l., Inc. by submitting a new signed ME/MVP Agreement, or (2) Send to Streamline Int'l., Inc., in writing, my cancellation of this ME/MVP agreement bearing my signature, prints name, address, social security number(or if a business entity, a Tax ID number), and Streamline Int'l., Inc. ID#. This cancellation will be effective 10 Business days after it is received by Streamline Int'l., Inc.. I shall hold Streamline Int'l., Inc. harmless for all special or consequential damages, whether direct or indirect, resulting from any wrongful debit to my account.

27- State Law Variation. Should any provision of this Agreement violate any applicable state law or should any required provision be omitted here from, such provision shall be automatically amended or added to conform to the requirements of the law of the state for the marketing executives that are residents of that state.

28- I understand and agree that this application and agreement, including the company's policies and procedures and compensation plan, incorporated herein by reference, constitute the entire agreement between the parties hereto. I have read this agreement, including the policies, procedures and Definitions, and I acknowledge receiving a copy of all documents referred to and agree to abide by and be bound by the terms contained therein.

© Copyright 1996 STREAMLINE INTERNATIONAL INC.
All rights reserved. No part of this information may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, recording, or by any information storage retrieval system, without written permission from STREAMLINE INTERNATIONAL INC., except for the inclusion of quotations in a review.