TERMS & CONDITIONS
This Trivi Independent Representative Application and Agreement (“Agreement”) is made by and between (you), the undersigned (“Independent Representative”) and (we) Trivi, effective as of the date set forth herein (“Effective Date”). Trivi is not available to United States customers and efforts to participate if you are a US customer will terminate your account.
The terms and conditions outline an agreement between Trivi (we) and the Independent Representative (you). This agreement is a legally binding document relating to the usage of trivi.io (the website). This must be followed at all times. You accept this agreement at the point of visiting this website.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
1.) If a user is found to be guilty of suspicious/malicious activity (unauthorised access, exploiting bugs or weaknesses, degrading service performance, etc.) we reserve the right to ban (block) access to the site.
2.) If a user is found to be using “bots”, DDOS attacks or any other attempt to circumvent protections we have in place the above also applies.
3.) Using a VPN or Proxy while registering, using, recruiting, or accessing Trivi.io or any of its subsidiaries in an attempt to manipulate terms or violate regional blocks will result in your Address/IP being blocked and/or immediate termination. No refunds, payouts, or reimbursements will be given to those who violate the terms.
4.) Users of the Trivi platform will be subject to a “know your client” process in attempt to validate the user’s identity and nationality. Anyone who attempts to manipulate, violate, or conducts any alterations of documents will result in immediate termination. Violations are subject to local and international laws and may result in legal or criminal proceedings.
5.) Breaking one or more of these rules will get you banned from Trivi indefinitely.
6.) Trivi may, subject to the terms and conditions of this Agreement and any other applicable agreement or document incorporated herein by reference, sell Trivi products directly to Independent Representative (you).
7.)Trivi hereby grants to Independent Representative the limited right to sell Trivi Products. Independent Representative’s sole authority shall be to solicit purchases of Trivi Products in accordance with the terms of this Agreement. Independent Representative shall not have the authority to make any commitments whatsoever on behalf of Trivi and shall be fully responsible for keeping Independent Representative’s customers duly informed of this limit on Independent Representative’s authority to make agreements on behalf of Trivi with the customer.
8.) Independent Representative shall use their best efforts to promote Trivi Products. Independent Representative shall also provide reasonable assistance to Trivi in promotional activities such as social media forums, trade shows, product presentations, and in-home parties.
9.) Independent Representative shall be an independent contractor in accordance with the provisions of UK laws, and any corresponding provisions of the law of any other state or jurisdiction, and not an employee, franchisee, agent, joint venture or partner. This Agreement shall not create an employer-employee relationship and shall not constitute a hiring of such nature by any party. Independent Representative is not authorized to, and shall not, obligate Trivi in any way legally or financially.
10.) Independent Representative shall be responsible for and pay Independent Representative’s own self-employment taxes, income tax liabilities, business equipment or personal property taxes, applicable sales taxes, and other similar obligations, whether federal, state or local. Trivi will not pay or withhold countries income tax, or unemployment insurance or tax or any other amounts because the relationship of the parties hereto is not that of employer-employee, but that of Independent Contractor. Independent Representative shall be solely responsible for the payment of all taxes, withholdings, and other amounts owing.
11.) Independent Representative will not make claims or representations of potential income derived from the bonus or commission structure of Trivi. Any examples given will be used only to explain the program and not as an enticement to enroll Independent Representatives or others.
12.) Trivi may, at its sole discretion, create, amend, or discontinue any of its compensation, bonus, commission or incentive plans or programs. Independent Representative shall have no vested interest in any such plan or program provided. Trivi’s Policies and Procedures and Rewards Plan, and all other Trivi documents and agreements with or pertaining to Independent Representative are subject to the terms and conditions of this Agreement. This Agreement, Trivi’s Policies and Procedures and Rewards Plan, and all other Trivi documents and agreements with or pertaining to Independent Representative may be amended at the sole discretion of Trivi and any changes or amendments will become effective upon Trivi’s posting of notice thereof on its website.
13.) The term of this Agreement is one year from the Effective Date or the date of its acceptance by Trivi, whichever shall occur last. This Agreement shall hereafter automatically renew for successive one-year terms unless terminated by Independent Representative. If this Agreement is terminated for any reason, Independent Representative shall not be eligible to purchase Products from Trivi at wholesale prices or make sales on behalf of Trivi or use any intellectual property, including, without limitation, trademarks, styles, or names of Trivi (“Intellectual Property”) or any Confidential Information of Trivi, as defined below. In the event of termination or nonrenewal of this Agreement, all rights of Independent Representative, if any, to any bonuses, commissions, or other compensation, whether or not related to productivity or sales activities of any other Independent Representative, or otherwise, shall terminate.
14.) Notwithstanding anything in this Agreement, Trivi reserves the right to immediately terminate this Agreement without notice if Independent Representative misrepresents Products or Trivi, violates Trivi’s Policies and Procedures, or the acts of Independent Representative cause a negative impact on the business or reputation of Trivi. Trivi also reserves the right to terminate all Independent Representative Agreements if Trivi elects to: discontinue its business, dissolve as a business entity, or terminate distribution of its services through the direct selling channel.
15.) Independent Representative may cancel this Agreement at any time, and for any reason, by giving notice to Trivi.
16.) Unless otherwise specified in writing by Trivi, all information provided by Trivi to Independent Representative is and shall remain confidential (“Confidential Information”). Confidential Information shall include, but not be limited to, all customer and independent representative information, Bitcoin address, customer and independent representative lists, sales information, wants and needs of customers, agreements, communications, plans, designs, reports, projections, budgets, proformas, or other materials, whether or not furnished or prepared by Trivi or its agents or employees.
17.) Independent Representative shall:
(a) not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by Trivi to receive such Confidential Information;
(b) use best efforts to prevent disclosure of any Confidential Information to any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same;
(c) not directly or indirectly make use of any Confidential Information or Intellectual Property, or of any feature, specification, detail or other characteristic contained in or derived from, Confidential Information or Intellectual Property, except for purposes of performing services hereunder;
(d) acknowledges that, the Confidential Information constitutes trade secrets of Trivi within the meaning of and pursuant to the International law regarding trade secrets. Independent Representative further acknowledges that this Agreement constitutes reasonable efforts of Trivi to protect and maintain the secrecy and confidentiality of the Confidential Information;
(e) not, subject to the terms and conditions of this Agreement, directly or indirectly, contact, communicate with, solicit or conduct any business or enter into any transactions or associations of any economic value with any parties identified in, derived from, or obtained by reason of the Confidential Information, or otherwise identified or provided by Trivi, without the prior written permission of Trivi;
(f) not derive any economic benefit from any transaction between any parties identified in, derived from, or obtained by reason of the Confidential Information or otherwise identified or provided by Trivi and any third party, without the prior written consent of Trivi; and not use any third-party intermediaries or other devices to avoid or defeat the foregoing no circumvention covenants.
17.) Independent Representative shall not, subject to the terms and conditions of this Agreement solicit or employ or engage any of Trivi’s clients, customers, Independent Representatives, referral sources, employees, vendors, suppliers, associates, or TRIVI independent contractors for a period of not less than one (1) year from the date of termination of this Agreement, or make any misleading, unfair, inaccurate or disparaging claims, representations, or statements about Trivi, Trivi’s Products, Trivi Independent Representatives, or Trivi’s commercial activities.
18.) Independent Representative expressly acknowledges that neither this Agreement, nor any compensation, bonuses, commissions or incentive plans or programs pertaining to the Products, business, Independent Representatives, Policies and Procedures, Rewards Plan, Product pricing structures, or commissions of Trivi constitutes a franchise or seller assisted marketing plan or any other regulated sales relationship. Specifically, Trivi does not represent that Independent Representative can earn any amount hereunder, whether or not in excess of any initial payment made by Independent Representative, or that there is a market for the services. Trivi does not maintain or enforce exclusive sales areas or territories for the benefit of Independent Representative.
19.) Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any person other than the parties to it and Trivi’s successors and assigns, except as set forth herein, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, except as set forth herein, nor shall any provision give any third person any right of subrogation or action over or against any party to this Agreement, except as set forth herein.
20.) This Agreement and (i) the Trivi Policies and Procedures, (ii) the Trivi Rewards Plan, (iii) the Business Entity Form, if applicable, all of which are hereby incorporated herein by reference, constitutes the entire agreement between Trivi and Independent Representative pertaining to the subject matter contained in this Agreement and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. No waiver of any of the provisions of the Agreement shall be deemed, or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
21.) Any provision in this Agreement to the contrary notwithstanding, the obligations of Independent Representative regarding confidentiality, no circumvention and no solicitation shall survive for so long as Trivi may, in its sole discretion, consider the Confidential Information to be confidential. If any provision of this Agreement shall, for any reason, be held unenforceable, such provision shall be severed from this Agreement. The invalidity of such specific provision, however, shall not affect the enforceability of any other provision herein, and the remaining provisions shall remain in full force and effect.
22.) The obligations of Independent Representative under this Agreement are unique and constitute personal services. If Independent Representative breaches or defaults in its obligations under this TRIVI Agreement, the parties each acknowledge that it would be extremely impracticable to measure the resulting damages; accordingly, Trivi, in addition to any other available rights or remedies, may sue in equity for specific performance, without the necessity of posting bond or other security, and Independent Representative expressly waives the defense that a remedy in damages will be adequate and the requirement of a bond or other security.
23.) Independent Representative understands that Trivi is a growing company still in its young stages and is aware that there may be changes in connection with Trivi growth. Independent Representative acknowledges that there may be changes in this Agreement, including the Policies and Procedures and Rewards Plan, from time to time, and that such changes will be binding upon Independent Representative regardless of whether Independent Representative signs additional agreements in the future.
24). This Agreement shall be construed in accordance with, and governed by, the laws of the UK without reference to or application of choice of law or conflict of law rules. This Agreement is deemed to have been entered, and payment of amounts hereunder will be deemed to be made and received by Trivi. Commissions and rewards will be paid out by Trivi to the Independent Representative(s) and will be paid out in crypto currency.