VELUCA REFERRAL PARTNER APPLICATION & AGREEMENT

5. Authorization and Contract. By executing the Veluca Referral Partner Application & Agreement (“Agreement”), you apply for legal authorization to become a Velulca business owner and enter into contract with Veluca, Inc., hereinafter “Veluca”. You acknowledge that prior to signing you have received, read and understood the Veluca Income Disclaimer Statement, that you have read and understood the Veluca Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, and that you have read and agree to all terms set forth in this Agreement. Veluca reserves the right to reject any application for any reason within thirty (30) days of receipt.

6. Expiration, Renewal, and Termination. The term of this Agreement is one year (subject to prior cancellation or disqualification as provided in the Policies and Procedures). If you fail to annually renew your Veluca business, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as a Referral Partner. You shall not be eligible to sell Veluca products nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. Veluca reserves the right to terminate all Referral Partner Agreements upon thirty (30) days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products via direct selling channels. Referral Partner may cancel this Agreement at any time, and for any reason, upon written notice to Veluca at its principal business address. Veluca may cancel this Agreement for any reason upon thirty (30) days advance written notice to Referral Partner. Veluca may also take actions short of termination of the Agreement, if the Veluca Referral Partner breaches any of its provisions.
7. Independent Contractor Status. You agree this authorization does not make you an employee, agent, or legal representative of Veluca or your Sponsoring Referral Partner. As a self-employed independent contractor, you will be operating your own independent business, buying and selling products available through Veluca on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. It will be your sole responsibility to account for such income on your individual income tax returns.
8. 4. Minimum Order Requirement. Veluca is a business-to-business model designed to move product to professional wholesalers and retailers. There is no Minimum Order Requirement for Veluca’s Referral Partners. No product purchases are required by Referral Partners to participate in the opportunity or to qualify for bonuses, but volume from Referral Partner’s personal purchases are added to volume from sales to personally sponsored customers for qualification A Referral Partner must purchase an initial (non commissionable) join package and maintain a (non commissionable) subscription to the Referral Partner back office to qualify for commissions.
9. Veluca’s Proprietary Information and Trade Secrets. You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by Veluca, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the Veluca business including, without limitation, Referral Partner lists, sponsorship trees, and all Veluca Referral Partner information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of Veluca, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with Veluca, Veluca grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and service developments, and Referral Partner sales, earnings and other financial reports to facilitate your Veluca business.
10. Non-Solicitation Agreement. In accordance with the Policies and Procedures, you agree that during the period while you are a Referral Partner, and for one (1) calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other Veluca Referral Partner to compete with the business of Veluca.
11. Images / Recordings / Consents. You agree to permit Veluca to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by Veluca for any lawful purpose, and without compensation.
12. Modification of Terms. With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in Rule 1 in the Policies and Procedures.
13. Jurisdiction and Governing Law. The formation, construction, interpretation, and enforceability of your contract with Veluca as set forth in this Referral Partner Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of Texas without regard to conflict of law provisions. Louisiana residents: notwithstanding the foregoing, Louisiana residents may bring an action against Veluca with jurisdiction and venue as provided by Louisiana law.
14. Dispute Resolution. All disputes and claims relating to Veluca, its products, the rights and obligations of a Referral Partner and Veluca, or any other claims or causes of action relating to the performance of either a Referral Partner or Veluca under the Agreement or the Veluca Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in Austin, Texas or such other location as Veluca prescribed, 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 Veluca, 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 Veluca 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.
15. Time Limitation. If a Referral Partner wishes to bring an action against Veluca for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Referral Partner waives all claims that any other statutes of limitations apply.
16. Refund Policy. Veluca will only issue refund for lost or damaged shipments that Veluca is unable to replace with same or similar product within 5 days of reporting such issue.Please refer to Veluca Referral Partner Policies and Proedures for full details.
17. Miscellaneous. If any provision of the Agreement 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 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 Veluca and supersedes any prior agreements, understandings and obligations between you and Veluca concerning the subject matter of your contract with Veluca.
18. Submission of Electronic W-9. Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person.

Updated 9/23/2019