Onigiri MEMBERSHIP AGREEMENT
TERMS AND CONDITION
1. Obligations and Representations
I understand that as a member of Onigiri.store (“Onigiri”):
I must be of legal age in the country in which I reside.
I have also the right to offer for sale Onigiri products as an affiliate in accordance with the terms and conditions of this Onigiri Agreement: terms and conditions.
I will comply with all federal, state, county, and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation.
I will perform my obligations as a member of Onigiri with honesty and integrity.
I will use only the online order forms which are provided by Onigiri for the sale of goods, and I will follow all policies and procedures established by Onigiri for the completion and processing of such agreements and orders.
2. Presenting Onigiri Products and Services
I agree to present the Onigiri Compensation Plan and Onigiri products and services as set forth in official Onigiri literature and presentations.
3. Independent Contractor Status
I agree that as a Onigiri Member and if I would like to offer sale Onigiri product as an Onigiri affiliated.
I can operate as an independent contractor and I am not an employee, agent, partner of Onigiri.
I am not authorized to and will not incur any debt, expense, or obligation, or open any checking account on behalf of, for, or in the name of Onigiri.
I understand that I shall control the manner and means by which I operate my Onigiri business, subject to my compliance with this Member Agreement, the Onigiri Policy Manual, and the Onigiri Sales Compensation Plan (all of which are collectively referred to as the “Contract”).
I agree that I will be solely responsible for paying all expenses I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses.
I UNDERSTAND THAT I WILL NOT BE TREATED AS AN EMPLOYEE OF Onigiri for all purpose including and not limited to FEDERAL OR STATE TAX PURPOSES.
I acknowledge and agree that Onigiri is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection and remittance agreements between Onigiri, all appropriate taxing jurisdictions, and all related rules and procedures.
4. Onigiri Policies
I have carefully read and agree to comply with the Onigiri Policy Manual and the Onigiri Sales Compensation Plan, both of which are incorporated into the Member Agreement by this reference and become part of the Contract.
I understand that I must be in good standing and not in violation of any of the terms of the Contract in order to be eligible to receive any
bonuses or commissions from Onigiri.
I understand that the Contract, including this Member Agreement, the Onigiri Policy Manual, and the Onigiri Sales Compensation Plan, may be amended at any time at the sole discretion of Onigiri, and I agree that upon 30 days notice, any such amendment will apply to me. Notification of amendments will be published in official Onigiri materials including Onigiri’s official website. The continuation of my Onigiri business or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments to the Contract.
5. Term and Termination
The term of this Contract is one year from the date it is submitted to Onigiri. This Contract may be renewed each year for an additional one-year term.
Onigiri is not obligated to renew this Contract and may, in its sole discretion, reject any application for renewal. Unless you notify Onigiri of your intent not to renew, Onigiri notifies you of its intent not to renew, or unless the Contract is terminated by Onigiri, the Contract may be renewed each year on its annual anniversary date..
Onigiri may terminate my account at any time for violation of the terms and conditions of the Contract including any amendments thereto.
If my Contract is canceled or terminated for any reason, I understand and agree that I will permanently lose all rights as a Member and I shall not be eligible to sell Onigiri products or services or to receive commissions, bonuses, or other remuneration from the activities of my former downline sales organization.
In the event of cancellation, termination, or non-renewal, I agree to forfeit and waive all rights I have, including but not limited to property rights, my former downline organization, and any commissions, bonuses, or other remuneration derived through the sales and other activities of my former downline organization. If my Contract is not renewed, or if it is cancelled or terminated for any reason, I agree to immediately discontinue use of any and all Onigiri trademarks, service marks, Member and Customer lists, and copyrighted materials. I also agree that during the term of this Contract and for one (1) year following the termination or cancellation of this Contract, regardless of the reason for termination or cancellation, I will not directly or indirectly solicit or recruit, as defined in the Onigiri Policy Manual, any Onigiri Member who is in
my current or former downline organization or with whom I became acquainted by virtue of my participation as a Onigiri Member.
I may not assign any rights or delegate my duties under this Contract without the prior written consent of Onigiri. Onigiri may freely assign the Contract at any time. Any attempt to transfer or assign the Contract without the express written consent of Onigiri renders the Contract terminable at the option of Onigiri and may result in termination of my business
7. Breach of the Agreemet
I understand that if I fail to comply with the terms of my Contract, Onigiri may, in its sole discretion, impose upon me disciplinary action as set forth
in the Onigiri Policy Manual. If I am in breach, default, or violation of the Contract at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If I fail to pay for products or services when payment is due or am indebted to Onigiri for any reason, including but not limited to for commissions or bonuses paid on returned product, I authorize Onigiri to withhold and retain the appropriate amounts from my bonus or commission checks or to charge my credit cards or other accounts which I have placed on file with Onigiri.
8. Limitation of Liability and Indemnification
Onigiri, its members, managers, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for special, indirect, incidental, consequential, punitive, or exemplary damages.
If Onigiri is found to be in breach of the Contract, the maximum amount of damages I may claim shall be limited to the amount of unsold inventory that I personally purchased from Onigiri and have remaining on hand. I release and agree to indemnify Onigiri and its affiliates from any and all liability, damages, fines, penalties, or other awards or settlements arising from, or relating to my actions in the promotion or operation of my Onigiri independent business and any activities related to it (for example, but not limited to, the presentation of Onigiri products or Sales Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, the making of any unauthorized claims, the failure to comply with any applicable federal, state, or municipal law or regulation, etc.).
9. Entire Agreement
This Member Agreement, the Sales Compensation Plan, and the Onigiri Policy Manual, in their current forms and as amended by Onigiri in its discretion, together constitute the entire agreement and Contract between Onigiri and myself. Any promises, representations, offers, or other communications not expressly set forth in this Member Agreement and Contract are of no force or effect. To the extent of any conflict or inconsistency between this Member Agreement and the Policy Manual (in their current form or as subsequently modified), the Policy Manual shall govern.
10. Waiver and Severability
Any waiver by Onigiri of any breach of the Contract must be in writing and signed by an authorized officer of Onigiri.
Waiver by Onigiri of any breach of my Contract by me shall not operate or be construed as a waiver of any subsequent breach. If any provision of the Contract is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Contract will remain in full force and effect.
Sections 5, 8, 9, 10, 12, 13, 16, and 17 of this Member Agreement, as well as Limitation of Liability, Dispute Resolution, and covenants to protect Onigiri’s trade
secrets, confidential information, intellectual property, and other proprietary materials, as set forth more fully in the Policy Manual, shall survive the termination of the Contract.
12. Dispute Resolution
In the event of any dispute, claim, question, or disagreement arising out of or relating to the Contract or the breach thereof, the parties hereto shall use their best efforts
to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences, except as provided herein, shall be settled by arbitration administered in Hong Kong SAR, by the Hongkong arbitration committee in accordance with the provisions of its Commercial Arbitration Rules. The parties agree that any claims submitted to arbitration will be submitted in the party’s individual capacity, and not
as a plaintiff or class member in any purported class or representative proceeding. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Notwithstanding this agreement to arbitrate, the parties agree that claims for only injunctive relief may be brought exclusively in Hong Kong SAE arbitration committee. The parties further agree that judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. This agreement to arbitrate shall survive any termination or expiration of the Contract.
13. Governing Law
To the fullest extent allowed by law, all actions arising out of or relating to the Contract will be governed by the laws of Hong Kong SAR without giving effect to the principles of conflict of laws. I agree that, notwithstanding any statute of limitation to the contrary, any claim or action I may wish to bring against Onigiri for any act or omission arising out of or relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against Onigiri for such act or omission. I waive any and all claims or rights to have any other statute of limitation apply.
14. Use of Name and Image
I authorize Onigiri to use my name, photograph, personal story, and/or likeness in advertising or promotional materials and waive all claims to remuneration
for such use.
15. Electronic Communication
I authorize Onigiri, its affiliates and independent contractors to communicate with me through electronic mail at the email address provided in this Member Agreement. I understand that such email may include offers or solicitations for the sale and purchase of Onigiri products, sales aids, or services.
Emailed copies of this Member Agreement shall be deemed an original. To be valid, copies submitted to Onigiri by email must include the front and back of the document.
17. Data Protection