I want to become a Sharing Gratitude Independent Distributor ("Distributor") and in consideration of “Sharing Gratitude/The Gratitude Candle Company” granting me the right and privilege to sell The Sharing Gratitude products (“Products”) and to represent the company, I agree to the following terms and conditions:

My Role as an Independent Distributor

1. I understand I am not, and I will not be treated as, an employee for Federal, state or local tax or any other purpose. As an Independent Distributor conducting my own business, I will be responsible for filing and paying my own federal, state and local income, unemployment, workers’ compensation, social security, self employment, and other taxes. I am responsible for all liability, health, disability, workers’ compensation and other insurance. Sharing Gratitude, as a service to me, is authorized to aggregate the sales tax on the MSRP collected on my customer sales and remit it to the appropriate authorities.

2. I am an independent contractor and will not be an employee or agent for Sharing Gratitude and may not incur any debts, contracts, obligations or liabilities on behalf of the Company. I agree that I will make no statements, representations or disclosures while recruiting, sponsoring or training current or potential Distributors or in selling products, other than what is explained by the Sharing Gratitude company.  I will make no claims or representations of actual or potential earnings, guaranteed or anticipated profits or sales success. I agree that any earnings I receive from Sharing Gratitude or from its customers are attributable only to the sale of products.

3. My relationship with Sharing Gratitude is set forth in this Distributor Agreement /Policy and Procedures (“Agreement”) and in the policies set forth in this Agreement. The Company reserves the right to change its policies at any time upon publication of the changes. My continued selling of Sharing Gratitude products will signify my agreement to these changes as well as any changes made pursuant to Section 9 below.

4. I understand that the success of Sharing Gratitude and its independent Distributors depends on direct selling to consumers.

5. I will not engage in any unlawful or unfair business practice or violate any applicable laws or regulations. (I will not flash checks.)

Sale of Products

6. I will present, promote and sell Sharing Gratitude products in an honest and ethical manner.

7. I will exercise my best efforts to maintain the reputation for quality products and service represented by the Sharing Gratitude /The Gratitude Candle Company brand.

8. Sharing Gratitude will sell me products at wholesale. My earnings and success will depend upon my ability to resell the products directly to consumers through home parties, one-on-one sales and through my sponsoring of other Distributors who resell products.

9. Sharing Gratitude has the right to discontinue products or change prices, bonuses, discounts or incentive programs at any time.

10. I authorize Sharing Gratitude on my behalf to collect and remit to the proper governmental agencies, the applicable sales/use tax based upon the actual sales price of the products at the tax rate of the MSRP.

11. I will abide by all other requirements for the sale of the products as detailed in this agreement.

Use of Trademarks and Confidential Information

12. Except for sales literature and sample products which the Company sells or otherwise provides to me, I will not use or display the Sharing Gratitude/ The Gratitude Candle Company Logo or Sharing Gratitude’s trademarks, trade names and copyrighted materials without prior written consent from Sharing Gratitude, and then only in accordance with the Company’s policies.

I also agree that I will not use the name Sharing Gratitude/ The Gratitude Candle Company for my personal business or attempt to register a business using that name or apply for a trademark application using that name.

13. I will not use any proprietary or confidential information (including but not limited to customer information, financial or marketing information regarding other Distributors or Leaders) belonging to Sharing Gratitude during or after this Agreement in any way that is not in compliance with this Agreement and agree that all such information is owned by the Company. I will not solicit or persuade any Sharing Gratitude Distributors or Leaders to promote or sell the products of another direct sales company or of a competitor of Sharing Gratitude while representing Sharing Gratitude as a Distributor.

14. I understand that Sharing Gratitude and its affiliated companies own all of the reproduction rights in the art and messages on or in the products and in training and advertising material. I will not, except as expressly permitted by Company, use or copy or grant rights to any other person or business to use or copy any of such materials.

15. I will protect the high reputation that Sharing Gratitude/The Gratitude Candle Company enjoys in the marketplace and operate in a lawful and ethical manner. I will not do anything as a Distributor that would tarnish the brand names or business of Sharing Gratitude or its affiliated companies.

Other Terms and Conditions

16. Sharing Gratitude may terminate this Agreement immediately in the event I breach or fail to comply with any of the provisions of this Agreement.  Either Sharing Gratitude or I may terminate this Agreement with or with out cause upon 30 days prior written notice to the other party. This Agreement will automatically be transferable upon my death to the said person listed in my will, and they will sign a Distributor Agreement. Immediately upon termination or non-renewal of this Agreement, I shall (a) cease from representing myself as a Distributor of the Company and discontinue all use of Company’s proprietary and confidential information, trademarks, and service marks; (b) lose all rights to my distributorships and all future commissions and earnings; and (c) take all other actions reasonably required by the Company.

17. All of my rights as a Sharing Gratitude Distributor (including any earnings, privileges or benefits) provided to me by the Company are personal to me and may not be assigned, transferred or assumed without the Company’s prior written consent.

18. I give the right to Sharing Gratitude to use my name and likeness and other information about me for the purpose of advertising, instructional, and/or other materials (for example, sharing “success” testimonials).

19. This Agreement shall be governed by the laws of the state of Tennessee without regard to the conflict of laws, provisions and principles of such law. Any unresolved (after good faith efforts by the parties) disputes under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. There will be one arbitrator familiar with the direct sales industry that will provide an opinion in accordance with applicable law supporting his/her conclusions. The arbitrator’s recommendation for resolution shall be final, but in any event, shall not conflict with the provisions of this Agreement. All proceedings will be held in Gibson County, Tennessee. Each party will be responsible for its own costs and expenses, including legal and filing fees. Either party will have the right to enforce the Arbitrator’s resolution in a court of competent jurisdiction. The Arbitrator will not have the authority to modify or expand any of the provisions of this Agreement. This provision shall not be construed as to prevent the Company from terminating this Agreement or from seeking or obtaining preliminary or permanent in junctive relief in any court of competent jurisdiction.

20. This Agreement will become effective only when I execute the sign-up form (Application) and it is received by Sharing Gratitude by mail and website is activated by me (the Distributor) and/or a confirmation e-mail is sent to me from Sharing Gratitude. The term of this Agreement shall begin on the effective date and shall continue until either party terminates according to the terms of Section 16 above.

21. As described in the Sharing Gratitude Terms and Conditions, I understand that I can receive a refund for unused product, services, or literature purchased by me, less a 15% restocking fee, if I choose to terminate this Agreement and return product, services, and/or literature within twelve (12) months of purchase; all products must be in excellent condition as they were when they were shipped to me. I understand that my $20 sign-up fee is non -refundable.Our refund policy is the same for consumers.

23. I indemnify and hold the Company, its parent company and affiliate companies, and their respective shareholders, directors, officers, employees and agents harmless from damages resulting from anything I say or do or omit or my failure to abide by the terms of this Agreement or any applicable law. The Company shall save and hold the Distributor harmless from and against all claims, losses, liabilities, and expenses (including reasonable attorney’s fees) arising out of any defect in the products.

24. If I sponsor other Distributors, I agree to perform a bona fide supervisory, distributive and selling function in connection with the sale of products and services to the ultimate consumer.

26. I agree to comply with the Company’s 70% Rule and Retail Sales Rule and with the Company’s retail guarantee and refund policy as set forth in this Agreement. (All Ruby Distributors agree to sell three Preferred Customer packages per year in order to remain active.)

27. I agree that upon a breach of this Agreement by the Distributor, the Company will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. I agree that the remedy at law for any breach of any provision of this Agreement shall be inadequate, and that, in addition to any other remedies, in law or in equity, it may have, the Company shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach or anticipated breach of any provision of this Agreement and/or to compel specific performance of any provisions of this Agreement.

28. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

29. Both parties agree they will comply with the Direct Selling Association Code of Ethics.

30. I ACKNOWLEDGE THAT I HAVE READ, UNDERSTAND, AND AGREE TO THE TERMS OF THIS AGREEMENT; I AM AT LEAST EIGHTEEN (18) YEARS OF AGE; I AM A CITIZEN OR PERMANENT RESIDENT OF THE UNITED STATES;  I POSSESS A SOCIAL SECURITY NUMBER; AND MY SIGNATURE ON MY DISTRIBUTOR APPLICATION SERVES AS MY WRITTEN ACKNOWLEDGEMENT. 

31. THIS AGREEMENT CONTAINS A BINDING ARBITRATION CLAUSE.