Independent Associate Agreement
XFACTOR WAY, LLC
Independent Associate (Member) Agreement
Effective: April1, 2024
CONSENT AND CONTRACT | By completing this Member Agreement, you apply for legal authorization to become a XFACTOR WAY, LLC Member and participate in our crowdfunding program. After completing this Member Agreement you will be a XFACTOR WAY, LLC Member and enter into contract with XFACTOR WAY, LLC (hereinafter “XFACTOR WAY”). You acknowledge that prior to signing you have read and understood the XFACTOR WAY Income Disclaimer Statement, that you have, read and understood the XFACTOR WAY Policies and Procedures, which are in part incorporated into this Agreement, and that you have read and agree to all terms set forth in this Agreement. XFACTOR WAY reserves the right to reject or terminate any member for any reason including violation of any XFACTOR WAY Policies & Procedures, Terms of Use or Guidelines.
FIRST YEAR, RENEWAL, EXPIRATION AND TERMINATION | The duration of this Agreement is one year. Your first year will require an annual Administrative fee. Annual renewal of this agreement will take place each year on the anniversary date (MM/DD) of the active Member (active Member status will be as described in the XFACTOR WAY Policies and Procedures). There will be a manual acknowledgement each year on your anniversary date that you will accept. XFACTOR WAY will work diligently to provide you with advanced notice of this renewal; however, this is your responsibility to renew. If your membership is cancelled or terminated for any reason, you recognize that you will permanently lose your rights as a Member. You will not be authorized access sell XFACTOR WAY products, services or educational materials and you will not be eligible to earn/receive commissions Contract Rewards. In the event of cancellation, termination or non-renewal, you waive all rights that you held as a Member, including but not limited to proprietary information and physical materials, rights to your former Member organization and to any Peer-to-peer Smart Contract Rewards resulting from the activities of your former Direct and/or Indirect Referrals. Although we do not anticipate any of the following, XFACTOR WAY reserves the right to terminate all Member agreements should the member (1) stop participating; (2) dissolve as a business entity; or (3) terminate promoting of its products, service and/or educational materials. Members may cancel this Agreement at any time. Written notice must be provided to XFACTOR WAY pursuant to the instructions found in Section 14 of this Agreement. In the event of a dispute inside or outside of this agreement, Members will always be given (1) written warning followed by discussion pertaining to the issue in question. We at XFACTOR WAY will always give the benefit of the doubt to our Members, however we may also take actions that may include termination of this Agreement, if a Member continues to violate any of the terms found in this Agreement or in the Policies and Procedures.
XFACTOR WAY MEMBER STATUS | You understand that this agreement does not make you an employee, agent, or legal representative of XFACTOR WAY or your direct supporting Member. As a XFACTOR WAY MEMBER, you will be sharing information, training and information via your Member XFACTOR WAY Replicating Website, Marketing Materials and resources available through XFACTOR WAY. It will be your sole responsibility to account for your Federal, State or Local taxes.
PRESENTING THE COMPENSATION PLAN | You agree that you will fairly present the XFACTOR WAY Compensation Plan in its entirety. When presenting the compensation plan to potential Members, you agree to utilize only materials produced and provided by XFACTOR WAY. You agree that you will encourage all potential Members to review the XFACTOR WAY Income Disclaimer Statement. Presenting the XFACTOR WAY Compensation Plan in a deceitful manner may result in termination of this Agreement and your rights as a Member.
PRESENTING PRODUCT | You agree that as a Member that you will not make any claims about the performance of a product, service or any educational material unless otherwise provided by XFACTOR WAY.
XFACTOR WAY PROPRIETARY INFORMATION AND TRADE SECRETS | During the period of your contract with XFACTOR WAY, XFACTOR WAY grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information which includes, without limitation, Member Lineage information, business reports, manufacturing and product developments, and Member activities, earnings and other financial reports to facilitate your XFACTOR WAY activities.
NON-SOLICITATION AGREEMENT | In harmony with the XFACTOR WAY Policies and Procedures, you agree that during the period of your contract as a Member, and for (6) months following resignation, non-renewal, or termination of your business, you will not encourage, solicit, recruit or persuade any other XFACTOR WAY Members to compete with the business of XFACTOR WAY.
IMAGES / RECORDINGS / CONSENTS | You agree to allow XFACTOR WAY to obtain and use photographs, videos, and other recorded media of you as a XFACTOR WAY Member for marketing purposes and without compensation.
MODIFICATION OF TERMS | Modifications of these terms may be updated with reasonable notice.
JURISDICTION AND GOVERNING LAW | The creation, interpretation and enforcement of your contract with XFACTOR WAY, along with any incorporated documents will be governed by and interpreted in all respects under the laws of the State, country or international location of XFACTOR WAY’s choice without regard to conflict of law provisions.
DISPUTE RESOLUTION | All disputes and claims relating to XFACTOR WAY, its products, services or educational materials, the rights and obligations of a Member and XFACTOR WAY, or any other claims or causes of action relating to the performance of either a Member or XFACTOR WAY under the Agreement or the XFACTOR WAY Policies and Procedures shall be settled by arbitration as enumerated in the Policies and Procedures in a location of XFACTOR WAY’s choice (Charlestown, Nevis, West Indies), in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against XFACTOR WAY, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent XFACTOR WAY from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
TIME LIMITATION | If a Member desires to bring an action against XFACTOR WAY, LLC for any act or omission relating to this Agreement, the action must be brought within (3) months from the date of the alleged conduct. Member waives all claims that any other statutes of limitations apply.
MISCELLANEOUS | If any provision of the Agreement is found to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and XFACTOR WAY and supersedes any prior agreements, understandings and obligations between you and XFACTOR WAY concerning the subject matter of your contract with XFACTOR WAY.
NOTICE OF RIGHT TO CANCEL | You may request a refund of your Administration Fee within three (3) calendar days from the date of becoming a member. If you cancel, the fee paid will be returned within Thirty (30) business days following the written notice to cancel. To cancel, please contact XFACTOR WAY in writing via email.