Distributor Member Terms and Agreement

Please read this Member Agreement (“Agreement”) carefully. When you become a distributor after signing our online or physical application form, you acknowledge that you have read and understand this Agreement, and any documents incorporated by reference, and that you agree to be bound by this Agreement.

 

The following terms and conditions govern the relationship between the Sleepm

Member (“Member,” “Members”, “Representative,” “you” or “your”) and SLEEPM GLOBAL INC. (“Sleepm,” “we,” “our” or “us”);

 

Unless otherwise clearly distinguished, the Agreement applies to all Members in its entirety.

 

POLICIES AND RELATED DOCUMENTS

 

1. POLICIES AND RELATED DOCUMENTS INCLUDED: All policies referenced in this Agreement, available on Sleepm.com and/or otherwise communicated by Sleepm from time to time and intended to be applicable to Members, including but not limited to the Founder Member’s Package, together with all amendments, are incorporated into this Agreement by reference. Contravention of applicable Sleepm General Policies and Procedures will be considered a breach of this Agreement.

 

 

SETTING UP AND MANAGING YOUR SLEEPM BUSINESS

 

2. MEMBERSHIP FEE: There is not annual Membership Fee. However, in order to quality to be either a VIP Gold Founding Member or Silver Founding Member, you are to purchase the minimum amount of Sleepm products required according to Sleepm’s Sleepm Global Founder Member Initiative Notification.

 

3. ONLINE SERVICE: You may use become a Member of Sleepm by directly approaching Sleepm, one of Sleepm’s current Members or you may use Sleepm’s online website for order placement and management, which includes a personalized online account feature. You must safeguard your password at all times as you will be responsible for all activity undertaken on your account. You understand and acknowledge that Sleepm will have access to information in your account which may be used at any time to provide you with account support, and that may also be used, if you have granted permission and are present when your account is accessed, to assist you in navigating and using the Sleepm website.

 

4. CREDIT AND CREDIT AUTHORIZATION: You authorize Sleepm to contact a credit bureau or agency if Sleepm needs to inquire about your credit standing and history, and you agree to furnish, upon request, other references that are satisfactory to Sleepm, or Sleepm may refuse to extend credit or Membership to you. You acknowledge that any credit extended to you under this Agreement is to assist you in fulfilling your responsibilities as a Member who purchases Sleepm products for the purpose of resale. Any credit balance that may be owed to you prior to the termination of this Agreement must be claimed immediately or will be deemed to have been forfeited. At its sole discretion, Sleepm may request a deposit or down payment from you prior to making any shipment on credit. Sleepm may increase or decrease extended credit at any time, or may refuse to extend credit or revoke previously extended credit if it considers, in its sole discretion, that credit has been abused. Moreover, by signing below, you covenant to Sleepm that you have the financial means to be a Member of Sleepm. If you believe you do not have the financial means to be a Member of Sleepm, Sleepm discourages you from becoming a member. By signing below, you waive all rights and save Sleepm harmless from any and all claims or damages that could arise as a result of you not being in a financially healthy position to undertake to be a Member of Sleepm.

 

5. CREDIT CARD PAYMENTS: Members who pay for orders by credit card will be refunded directly to their credit card for any returns or order cancellations that are not non-refundable.

 

6. SOCIAL INSURANCE NUMBER: You must provide Sleepm with your Social Insurance Number (“SIN”) in order to facilitate Sleepm’s compliance with its tax reporting obligations should you become eligible for profit sharing entitlements according to the Founder Member’s Package from recruitment activities and sales. Sleepm keeps this personal information confidential in accordance with its Privacy Statement and uses it for tax reporting purposes. Your failure to provide your SIN will lead to no profit sharing entitlements being paid to you for your recruitment activities and sales.

 

7. CERTIFICATION OF REGISTRATION INFORMATION: You certify that all the information that you provide to Sleepm for purposes of verifying your identity, financial situation, reputation and expertise as part of the registration process for becoming a Member is complete, accurate and true.

 

8. STANDARDS FOR YOUR BUSINESS: You agree that you will respect Sleepm’s longstanding philosophy by recognizing that Members are operating their own business and are, therefore, solely responsible for designing and implementing their business plan including, but not limited to, the hours devoted to their Sleepm business. You further undertake:

 

a) To reflect the highest standards of integrity, honesty and responsibility in

dealing with your own Customers, other Sleepm Members and Sleepm employees, to follow the Sleepm tradition of integrity and customer service, and to promptly honour the Sleepm guarantee, if any;

 

b) To make no statements, claims or representations, or do any act which would

impair the name, reputation or goodwill of Sleepm; and

 

 c) To respect the integrity of all Sleepm products purchased; more particularly,

products cannot be tampered with or altered in any manner whatsoever prior to

delivery to the consumers.

 

9. SERVICE STANDARDS: You are responsible for providing consistent and timely service to your customers and recruits.

 

10. INDEPENDENT REPRESENTATIVE STATUS: You acknowledge and agree that as a Member for Sleepm:

 

a) You are doing business on your own behalf and are not engaged as an agent or as

an employee under a contract wholly or partly for your labour, or as a franchisee or

joint venturer of Sleepm; you are not, at any time, precluded from engaging in any

other work or endeavour;

 

b) You have no power or authority to enter into any contract or incur any debt,

obligation or liability, or to make any representation on behalf of Sleepm;

 

c) As an independent contractor, you are responsible for remittance of all federal and

state taxes in relation to the revenue received by you in the operation of your

business; and no employment insurance, social insurance, workers’ compensation or

income tax source deductions will be made by Sleepm;

 

d) As an independent contractor, you will at all times comply with all legal and

regulatory requirements of every nature in connection with the carrying out of your

own Sleepm business including but not limited to all legal reporting obligations, privacy

laws, anti-spam laws, consumer protection laws including but not limited to those

applicable to direct sellers and Internet agreements, consumer product safety laws

including any applicable directives or information issued by the federal and state government, advertising and marketing laws, and any similar rules applicable to you; if applicable, you may be responsible for obtaining a municipal license or permit; and

 

e) As an independent contractor, compliance with consumer protection laws as

mentioned above specifically includes providing applicable customer disclosures

such as the buyer’s right to cancel and those required for Internet agreements.

 

11. ADVERTISING AND PROMOTION: You agree that all advertising bearing Sleepm’s trademarks, logos and/or name must conform to Sleepm’s Advertising & Promotion Policies and Guidelines under Schedule “A” of this Agreement. Should you choose to promote your Sleepm business online, you agree to only use the official personalized Web page designed by Sleepm. Furthermore, you agree not to use online platforms (including social media platforms) in any other manner, including but not limited to eBay®, Amazon® and/or Kijiji®, to sell, solicit, advertise, promote, circulate or display information related to Sleepm or its products. You further agree not to use or register, and do not currently own, any domain names, keywords or metatags that include, in whole or in part, any of Sleepm’s trade-marks including, without limitation, the name Sleepm, and hereby consent to transfer to Sleepm any such domain name without any cost to Sleepm.

 

12. PROHIBITED SALES: You agree that the sale of Sleepm products in flea markets and garage/yard sales is prohibited, unless written consent is obtained by the management of Sleepm; and that this Agreement does not grant any right to sell and distribute Sleepm products to wholesalers, retailers or any other business entity either directly or through a third party.

 

13. CONFIDENTIAL INFORMATION OF OTHER REPRESENTATIVES: You certify that you will not use, disclose or cause to be disclosed any confidential information that you may have relating to other Sleepm Members, their business or Customers, and you will notify Sleepm of any such requests and/or inquiries as well as any breach of such confidentiality.

 

14. CUSTOMER/CONTACT INFORMATION: Individuals who purchase Sleepm products through you (your “Customers”), and other individuals whose contact information you choose to store, including leads (your “Contacts”), have certain expectations regarding the privacy of their information. Therefore, you agree (a) to keep all personally identifiable and other information regarding Customers and Contacts (“Customer/Contact Information”) strictly confidential; (b) not to use any Customer/Contact Information for any purpose other than fulfilling Customers’

order requests and communicating with your Customers and Contacts regarding your Sleepm business; (c) not to disclose any Customer/Contact Information to any third party, whether individually or in the aggregate (e.g., in the form of a customer list); (d) to honour any Customer’s or Contact’s opt-out or similar request to no longer receive communications from you; and (e) to treat all Customer/Contact Information in accordance with all applicable laws, rules and regulations. Sleepm reserves the right to honour any Customer’s or Contact’s request to opt out of communications made or initiated through the Sleepm website.

 

15. COMMUNICATIONS

 

a) Federal and State Anti-Span Legislations: Members are responsible

for ensuring that they comply with any and all federal and state anti-spam legislations and regulations.

 

 

ORDERS, PRICING, DELIVERY AND SHIPMENT

 

16. ORDERS AND PRICING: Sleepm’s advertised prices, as featured in each campaign (errors and omissions excluded), are Sleepm’s retail prices for each campaign only. All prices as advertised exclude applicable taxes. Nothing in this Agreement obliges Sleepm to accept any order placed by you nor obliges either you or Sleepm to enter into any further agreement.

 

17. SHIPPING AND HANDLING: To cover a portion of the various costs incurred by Sleepm to deliver your order to you, you may be charged for the shipping and handling fees.

 

18. DELIVERY TIME AND CHARGES: If you or your Customer are in a location where delivery is not available on a daily basis, it is your responsibility to determine when orders must be placed in order to qualify for regular delivery times and to explain to Customers that orders placed after such date may not be delivered until the subsequent Campaign or may be subject to additional delivery charges.

 

19. MEMBERSHIP STATUS: Your discount, fees, payment terms and profit sharing entitlement may change depending on your Membership Status outlined in the Founder Member’s Package. Your entitlement to benefits or recognition associated with your Membership Status is conditional on the maintenance of your account in good credit standing and good standing.

 

20. PRICE CHANGES: In exceptional situations, product prices may be changed in the middle of a Campaign. You will be notified of any such price change. Price changes will be applied to orders finalized after the date of the change.

 

21. DELIVERY SUBJECT TO AVAILABILITY: The delivery of products is always subject to availability. When you submit an order, inventory that is expected to be available is reserved (no inventory is reserved for orders saved as “draft”). If a product that is advertised as being in inventory is not available when your order is assembled for shipment, we will notify you.

 

22. RECEIPTS AND CANCELLATION NOTICES: If you are providing delivery directly to a Customer, you must provide written or printable electronic receipts to your Customers along with information regarding the buyer’s cancellation rights for all Sleepm products purchased by them.

 

23. SLEEPM GUARANTEE; RETURNS, REPLACEMENT AND REFUNDS: All returns must be reasonable, in Sleepm’s sole discretion. Any return requests or returned products received after the outlined return periods will not be honoured, nor will such products be returned to you. Excessive returns or improper return activity may be deemed an abuse of Sleepm’s return policy and may result in suspension or termination of your return privileges and/or business association with Sleepm. When a Product is returned, discounts, profit sharing entitlements, bonuses, incentives and other compensation attributable to the returned products will be deducted.

 

PAYMENT TERMS

 

24. INVOICING: An invoice will be issued for each Member’s order.

 

25. PAYMENT:

 

a) As a Member, you are required to pay Sleepm the amount due, including all

applicable state and federal taxes and any applicable fees under this Agreement,

no later than the payment due date set out on each invoice.

 

b) If you are a Member who deals with Sleepm by credit card, a credit card will be

required at first submission of an order and will be saved under your profile. You are

required to pay Sleepm the amount indicated on each invoice.

 

c) Payments methods: You may make payments by submitting one-time credit card

payments or alternatively through recurring pre-authorized debit payments, cash, WeChat Pay, AliPay, Paypal, certified cheque, bank draft, email transfer or at Sleepm’s discretion, personal cheque.

 

d) Pre-authorized payments: You may select a default recurring payment mechanism

(either credit card or pre-authorized debit) through a secure page on Sleepm’s website

and will be required, at that time, to review and accept Sleepm’s Pre-Authorized Payment Terms and Conditions.

 

e) You authorize Sleepm and any financial institution that you may authorize from time to time to charge your credit card or debit your bank account for the purpose of paying

your total amount due for each campaign. You also authorize Sleepm from time to time

to deduct, withhold, set-off, or charge to any form of payment that you have previously authorized, any amounts you owe or are indebted to Sleepm.

 

f) You may revoke your debit authorization at any time subject to providing Sleepm with at least ten (10) days’ notice. You may obtain a sample cancellation form or more information about your right to revoke your authorization from your financial institution. Revocation of your authorization does not relieve you of your obligations under the Membership Agreement, Founder Member’s Package, or any other agreement between you and Sleepm.

 

g) You have certain recourse rights if any debit is unauthorized, and/or is inconsistent or

does not comply with this section. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this preauthorized payments provision. To obtain more information on your recourse rights,

contact your financial institution.

 

h) You agree to waive your right to receive pre-notification of each pre-authorized debit

(“PAD”) and agree that you do not require advance notice of the amount of each PAD before a debit is processed. You also agree to a reduced confirmation period of three (3) calendar days prior to the first PAD being made.

 

26. DEBT: Sleepm may offset any outstanding balance due against any profit sharing entitlement scheme according to the Founder Member’s Package and/or payments otherwise payable by Sleepm to you, withhold such profit sharing entitlements and/or payments entirely even if they exceed the amount that you owe Sleepm, and/or withhold or suspend incentive prizes, rewards, discounts or other benefits or recognition associated with your level of achievement. Your failure to pay entitles Sleepm, after providing notice to you in accordance with this Agreement, to take all legal measures it considers necessary towards collecting the debt, including but not limited to engaging a collection agency and charging you applicable fees. All communications with respect to debt collection will be sent by email. You will also forfeit any profit sharing entitlement to which you would otherwise be entitled if your order is rejected, or your submitted order is cancelled, due to the freezing of your account.

 

27. OVERDUE PAYMENTS: If your payments are overdue, you will be unable to place orders, shipments made on credit may be halted, or your account may be frozen (see

Paragraph: Frozen Accounts). Sleepm may offset any outstanding balance due against any profit sharing entitlement or payments otherwise payable by Sleepm to you, withhold such profit sharing entitlement or payments entirely even if they exceed the amount that you owe Sleepm, and/or withhold or suspend incentive prizes, rewards, discounts or other benefits or recognition associated with your membership. Your failure to pay entitles Sleepm, after providing notice to you in accordance with this Agreement, to take all legal measures it considers necessary towards collecting the debt, including but not limited to engaging a collection agency and charging you applicable fees. All communications with respect to debt collection will be sent by email.

 

28. FROZEN ACCOUNTS: If your account is frozen for non-payment, you may not submit further orders, even if you have available credit, until you have paid your outstanding balance and any applicable fees (see Paragraph: Fees/Charges). In addition, your submitted orders, if any, will be cancelled, without notice to you, and the inventory previously associated with these orders will no longer be reserved. You will also forfeit any incentive prize or other reward to which you would otherwise be entitled if your order is rejected, or your submitted order is cancelled, due to the freezing of your account.

 

29. You consent to providing Sleepm with such information as may be necessary to process your payments in accordance with this Agreement and any Sleepm’s Privacy Statement.

 

30. FEES/CHARGES: You agree to incur and pay, to the fullest extent permitted by

applicable law, fees and/or charges that may be communicated by Sleepm from time

to time, including but not limited to the following, in the amounts set forth by Sleepm from time and time:

 

a. Any purchases from Sleepm to quality you as VIP Gold Founding Member or Silver Founding Member according to the Sleepm Global Founder Member Initiative Notification;

b. Any NSF cheque charge, in addition to any charge levied by the financial institution;

c. An administration charge for any incomplete transactions arising from a payment

failure other than an NSF cheque (e.g., reversed payment, funds not cleared, account frozen or closed, incomplete cheque, post-dated cheque);

d. Any value-added service fees;

e. A late payment fee for payments made after the payment due date;

f. An administration fee on all overdue accounts;

g. A fee or shipping charge for returns; and

h. Amounts paid in collection fees, legal fees and expenses and/or court fees to collect a past due account; or, in the alternative and without prejudice to Sleepm’s right to collect and recover actual debts that you owe, liquidated damages.

 

LIMITATION OF LIABILITY

 

31. LIMITATION OF LIABILITY: Sleepm will not be liable to you for indirect, special, incidental, consequential or exemplary damages, including loss of profits, in connection with or related to this Agreement or Sleepm products, including legal costs and expenses. In any event, the total liability of Sleepm to you for any claim under this Agreement whether it arises by statute, contract, tort or otherwise, will not exceed the amounts paid by you to Sleepm under this Agreement.

 

GENERAL

 

32. AGE: You certify that you are 18 years of age or older.

 

33. CHANGES/MODIFICATIONS: Sleepm reserves the right to change or modify any of the terms and conditions of this Agreement or the terms and conditions of any policies

applicable to you or to terminate this Agreement by giving you notice. Continuing to act as a Member will constitute proof of your acceptance of any new or changed terms. This Agreement will not be considered changed or modified by reason of any advice, suggestion, programs, guides or sales aids that may be furnished by Sleepm to you. Sleepm reserves the right, among other things, to discontinue products, change prices, change discount schedules on products or compensation structure and/or profit sharing entitlements, or terminate incentive programs at any time, without notice to you. Sleepm’s decision not to exercise any of its rights or remedies under this Agreement will not operate as a waiver of that or any other right or remedy.

 

34. PRIVACY: Sleepm undertakes to protect the confidentiality of your personal information, in compliance with applicable privacy laws and in keeping with any Sleepm’s privacy statement regarding the collection, use and disclosure of personal information.

 

35. PUBLICITY RELEASE: You Consent to Sleepm publicizing in any medium your name, photo, performance statistics, oral or written statements and testimonials, without

payment, for any Sleepm-related purposes, including recognition of any sales, recruiting or motivation success you achieve, and you hereby waive any privacy or moral rights

therein. If you provide a testimonial, you represent that your opinion has not previously

been published, does not contain material that would infringe the intellectual property

rights of any third party, and does not contain any false or misleading information, and

that you have reviewed the contents and approve its use by Sleepm.

 

36. BREACH: If you (the Member) are in violation, breach or default of the Agreement and/or if you fail to comply with the terms of the present Agreement, Sleepm has the right to withhold any profit sharing entitlements and any other additional benefits and payments for which compensation is pending following the completion of a sale or addition. You agree that Sleepm may deduct, withhold, set-off, or charge to any form of payment you have previously authorized any amounts you owe or am indebted to Sleepm as well as any pending amounts payable to you.

 

37. TERMINATION: Either party may terminate this Agreement at any time for any or no

reason by giving notice of termination. Without limiting the generality of the foregoing,

Sleepm may terminate this Agreement if your business practices do not reflect Sleepm’s high standards of integrity and honesty. Failure by Sleepm to exercise the above discretion shall not be deemed a waiver of Sleepm’s rights to terminate this Agreement. Upon the death of a Member, this Agreement will be immediately terminated. Upon termination of this Agreement or if at any time Sleepm, in its sole discretion, determines that you have breached this Agreement, Sleepm may attach one or more of your Customers to another Member, but you will remain obligated to pay Sleepm any outstanding balance on your account.

 

38. ENTIRE AGREEMENT: This Agreement replaces the existing contracts or agreements and any other contract or agreement that may have existed between you and Sleepm regarding the subject matter covered by the Agreement and any such agreement is of no force or effect after the date of this Agreement. This Agreement, together with all other documents incorporated by reference, any accompanying addendum and all relevant amendments constitutes the entire Agreement between the parties.

 

39. ASSIGNMENT: You acknowledge that your Sleepm business, and the rights and obligations associated with it, are personal to you and may not be sold, transferred or assigned to any other person or entity without the prior written consent of Sleepm, which will be granted at Sleepm’s sole discretion. Sleepm reserves the right to transfer, sell or otherwise assign this Agreement to another party.

 

40. GOVERNING LAW AND JURISDICTION: This Agreement will be governed by the laws of the United States of America and law of any state where business is conducted.

 

41. NOTICE: During the Membership registration/enrolment process, you will be required to specify an email address at which Sleepm may communicate with you with respect to matters relating to the administration of this Agreement, including the provision of notice. You confirm that you will be legally bound by notice provided to you in this manner. As not all important information may be sent to you by email, you are required to check your personal home page Sleepm provides you for messages.

 

42. UPDATES/REVISIONS: Sleepm reserves the right to update and/or modify the Agreement, at its sole discretion. Members will be notified of any such updates and/or modifications.

 

43. CHOICE OF LANGUAGE: The parties to this Agreement have required that the present Agreement, related documents and all amendments thereto be drawn up in English.

 

44. ENUREMENT: This Agreement will enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.

 

45. REMEDIES CUMULATIVE: The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive its right to use any or all other remedies. Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

 

46. NO CONTRA PROFERENTEM: In construing this Agreement and rights and obligations of the parties hereunder, the doctrine of contra proferentem shall not apply.

 

47. SEVERABILITY:  If any covenant or provision of the Agreement is determined by a court of competent jurisdiction to be void or unenforceable or against public policy in whole or in part for any reason whatsoever, such provision shall be deemed severable and severed from the Agreement and the balance of the Agreement shall remain in full  force and effect.

 

48. HEADINGS: The headings used in this Agreement are for convenience only and are not to be construed in any way as additions to or limitations of the covenants and agreements contained in it.

 

49. WAIVER OF BREACH:  The failure of either party to require the performance of any term or condition of the Agreement, or the wavier by either party of any breach of the Agreement, shall not prevent a subsequent enforcement of any such term or any other term nor shall it be deemed a waiver of any subsequent breach.

 

50. AMENDMENT AND WAIVER: No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by all of the parties hereto. No waiver of any breach of any provision of this agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same, and unless otherwise signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

51. COUNTERPARTS: This Agreement may be executed by the parties in separate counterparts and/or by facsimile or e-mail transmission of Adobe Acrobat, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument.  Notwithstanding the foregoing, any party executing this Agreement by facsimile or Adobe Acrobat file shall, immediately following the request by any other party, provide each and every other party hereto an originally executed counterpart to this Agreement, provided that any failure to so provide shall not constitute a breach of this Agreement except to the extent that such electronic execution is not otherwise permitted.

52. SECRECY: the Member shall not, except as authorized in writing or required by their respective duties, at any time during the term hereof or at any time thereafter use for its own purposes any information, trade secrets, know-how or confidential data relating to Sleepm or its business or reveal, divulge, disclose, communicate, furnish or make accessible to any person, firm, entity, association or company whatsoever any such information relating to Sleepm or its business or trade secrets or confidential operations or dealings or any information concerning the organization, business, finances, transactions, customers, suppliers or affairs of Sleepm of which such representatives have or shall hereafter have access to or become possessed or have under his control and shall keep with complete secrecy all such confidential information and shall not use for any purpose or attempt to use any such confidential information in any manner which may injure or causes loss either directly or indirectly to Sleepm  or its business or may be likely to do so.

 

53. NO THIRD PARTY BENEFICIARIES: No person other than the parties hereto shall be entitled to the benefit of any provision of this Agreement or have any rights hereunder.

54. GENDER NEUTRAL: Wherever used herein, a pronoun in the masculine gender shall be considered as including the feminine gender unless the context clearly indicates otherwise, and vice versa.