CANADA - CHANGE COUNTRY

Ice 'N' Fire Consultant Agreement

This Consultant Agreement, (“Agreement”) is by and between Full Force Enterprises Inc. (“” or “Company”) and the undersigned Consultant (hereinafter referred to as “Consultant”). This Agreement shall be effective only upon acceptance by the Company, at its principal office: Ice ‘N’ Fire, Unit 111 - 45778 Gaetz St , Chilliwack, BC V2R 4E5. The Parties to this Agreement, in exchange for full, fair, adequate, and valuable consideration, including the mutual promises, representations, and covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, expressly agree to the following:

ELIGIBILITY

(1) Consultant is a legal resident of Canada, is at least the age of majority in his or her province or territory of residence, and in order to participate in the ability to earn commissions for selling products provided by/through Ice ‘N’ Fire (the “Program”), Consultant must supply with accurate information as requested as requested by Ice ‘N’ Fire, including without limitation name, address, birthdate, and tax information.

(2) Upon Ice ‘N’ Fire’s approval and acceptance of Consultant’s Agreement, Consultant shall be authorized to sell Ice ‘N’ Fire represented products, at Ice ‘N’ Fire’s suggested retail price(s), and to participate in the Program. As such, Consultant agrees to use his/her best efforts to promote Ice ‘N’ Fire and its affiliated products and participate in the Program. Consultant agrees to maintain the highest standards of honesty, integrity, and business ethics, and treat all customers, fellow affiliates, and representatives of any other entity with the utmost fairness and dignity as a representative of his/her business and the Ice ‘N’ Fire name.

(3) Consultant may not use a fictitious or assumed name and Consultant agrees and confirms that he/she is using his/her true, legal, and individual name. Consultant may not use the name of another person with the intent to impersonate that person or deceive others as to Consultant’s true identity

(4) Corporations or partnerships may only become a Consultant upon completion and acceptance of the Full Force Enterprises Business Entity Form.

(5)  Ice ‘N’ Fire may charge a fee for the hosting of replicated website. Ice ‘N’ Fire shall provide to Consultant a unique URL or tracking code and landing page (the “Consultant Website”). The Consultant Website shall be provided to Consultant free of charge for the first thirty (30) days following the date on which Consultant’s application is accepted. Thereafter, Consultant shall be billed, and agrees to pay via automatic credit card or PayPal payments (or via commission offset, at Company’s election) for the amount of $12.99 per month for this service and the administration of their account.  Ice N’ Fire shall reserve the right to change the hosting fee for the Consultant Website with 30 days advanced written notice.

(6) Consultant may only have one (1) account. Self-referrals or attempts to create additional accounts are strictly prohibited.

AFFILIATE COMPENSATION & TAXES

(7) Consultant will receive a Commission for all applicable and authorized sales made either directly by Consultant or by another Ice ‘N’ Fire Consultant directly referred to Ice ‘N’ Fire by Consultant (the “Commission”). Such Commissions are fully delineated within Ice ‘N’ Fire’s Compensation Plan. Ice N’ Fire’s Compensation Plan is incorporated by reference into this Agreement.  Consultant understands and agrees that the Commission rates are subject to change, at any time, upon no less than thirty (30) days advance written notice. Such information is available to you at www.icenfire.ca

(8) Consultant understands that he/she will be compensated for sales generated by other individuals that he/she directly refers to Ice ‘N’ Fire who also become a Consultant, but such compensation shall only be Commission earned upon the sale of products to the end user consumer by the referred Consultant, as denoted in the Compensation Plan. No monies will be paid to Consultant for the referral itself.

(9) Ice ‘N’ Fire will not enforce a minimum threshold for the ability of a Consultant to earn Commission subject to the Compensation Plan.

(10) Money credited to Consultant’s account, whether for Commission or otherwise, does not accrue interest.

(11) In the event of a voided or cancelled transaction, Ice ‘N’ Fire may recover from Consultant the corresponding Commission previously credited to Consultant’s account. In the event that Consultant’s account balance is less than the voided Commission, the voided Commission will be deducted against Consultant’s future earnings. 

(12) Consultant is, upon Ice ‘N’ Fire’s acceptance of this Agreement from Consultant, an Independent Contractor. Accordingly, the Consultant shall not be treated as an employee of Ice ‘N’ Fire for any purposes, including, without limitation, for federal, provincial or state territorial tax purposes. Consultant agrees that the Company will not be liable whatsoever for any taxes, fees, interest or penalties pertaining to any of Consultant’s earnings under this Agreement (or any other related agreements). Consultant acknowledges and agrees that he/she shall be responsible for compliance with all applicable federal, provincial, territorial, tax laws, for filing all tax returns, tax declarations, and tax schedules, and for the payment of all taxes required, when due, with respect to any and all compensation earned by Consultant under this Agreement. Company will not withhold any employment taxes from compensation it pays Consultant. Consultant acknowledges the Company will provide information where legally required to do so to CRA (and/or to any other applicable taxing authority). Company will report the amount it pays Consultant on the appropriate TAX forms, to the extent required to do so under applicable tax laws.(13) Ice ‘N’ Fire will not provide any tax advice to Consultant. Consultant should consult his/her tax professional for all applicable information on taxes and filing obligations in connection with monies earned hereunder so that Consultant is fully informed of his/her actual and/or potential tax obligations.

(14) Ice ‘N’ Fire shall not be responsible or liable to Consultant for any obligations and/or liabilities, whether financial or otherwise, that are not expressly delineated within this Agreement.

(15) From time to time and in its sole discretion, Ice ‘N’ Fire may use third party service providers for processing payments. There are times that Consultant may be required to provide additional identifying information needed to comply with applicable federal, territorial, and provincial laws to the third-party service provider. Consultant will promptly provide any and all such information whenever reasonably requested by either Ice ‘N’ Fire or any Ice ‘N’ Fire service provider, and Consultant understands and agrees that payment to Consultant may be delayed or withheld until such information is provided. Ice ‘N’ Fire will have no liability to Consultant for any payment withheld or delayed due to Consultant’s failure to provide or update any required information.

(16) The Company is required to charge goods and services tax (“GST”) or harmonized sales tax (“HST”), as well as Quebec sales tax (“QST”) and provincial or retail sales tax (“PST”) in British Columbia, Manitoba and Saskatchewan on sales made by the Company. The Company will charge GST/HST, QST and PST at the applicable tax rate(s), which in respect of taxable purchases is based on the province to which the shipment is destined.

When reselling product, the Consultant will be solely responsible to charge, collect and remit GST/HST, QST and PST on any sales made (or services provided by) the Consultant, as applicable under the relevant taxing legislation. It is the responsibility of each Consultant to know what products are taxable, and when bonuses or commissions may be taxable, and at what rate. If you have questions regarding taxability and rates, contact your tax advisor, the Canada Revenue Agency or your provincial revenue authority for assistance. The collection and remittance of such sales tax shall be the sole responsibility of each Consultant.

ICE ‘N’ FIRE’S RIGHTS & OBLIGATIONS

(17) Ice ‘N’ Fire will pay Consultant commissions and/or incentives on all orders received and accepted for sale of products to the ultimate consumer (not sales aids purchased by Consultant in furtherance of Consultant’s business) made by Consultant and/or her/his referred affiliates under the terms of the Compensation Plan.

(18) Ice ‘N’ Fire will retain full authority to accept or reject any application, agreement, or any order for products. Such right of refusal is solely within Ice ‘N’ Fire’s sole and absolute discretion. No right of action against Ice ‘N’ Fire shall ever arise because of any such acceptance or refusal.

(19) Ice ‘N’ Fire shall honour refund policies provided by any governmental law applicable to Consultant.

ADVERTISING & INTELLECTUAL PROPERTY

(20) Consultant shall not do anything or undertake any actions which publicly criticize, denigrate, or otherwise make any disparaging pronouncements, whether written or oral, or speak adversely against Ice ‘N’ Fire or any of its Consultants, or take any action or do anything else to harm, reduce, or prejudice the reputation or goodwill of Ice ‘N’ Fire or its Consultants.

(21) Consultant SHALL NOT promote or sell any other companies products at any Ice ‘N’ Fire/Consultant functions or on web sites where Ice ‘N’ Fire is mentioned, or use Ice ‘N’ Fire’s forms, materials, name, prestige, or drawing power in conjunction with or in support of any other activities not directly related to Ice ‘N’ Fire and/or Consultant’s promotion of Ice ‘N’ Fire’s products.

(22) Consultant shall not represent or imply, directly or indirectly, that the Company program has been approved or endorsed by any governmental agency.

(23) Consultant must not engage in any illegal marketing activities, including without limitation, e-mail marketing in violation of Canada’s Anti-Spam Law, “CASL”. Do not send email to lists or groups that you do not have permission to send to. Do not participate in the spamming of other websites or social media pages in a manner contrary to this agreement.

CASL creates extremely strict requirements for the sending of “commercial electronic messages”, including without limitation, e-mail, SMS, text messages, and direct messages through social media. A “commercial” electronic message means any electronic message that encourages participation in “commercial activity” that is sent to an electronic address, including without limitation, any information, advertising or promotional material in respect of the Consultant, the Consultant’s business, Ice ‘N’ Fire, or its products. Consultants may not send any such messages unless they do so in accordance with all applicable laws and regulations, including without limitation, CASL, and this section 22.

Under CASL, Consultants may only send commercial electronic messages with the consent of the recipient as set out in this section.  Further, all email or other commercial electronic messages Consultants send must include the “message content” set out in this section.

 

Consultants are fully responsible for their compliance with CASL. CASL includes serious penalties, including a fine of up to $10,000,000. The information set out in this section is intended only as guidance. In order to fully comply with the law, Consultants should first consult an experienced lawyer. Consultants will be held fully responsible for being aware of and complying with all laws, rules and regulations, including those which apply to commercial electronic messages.  For additional information, please visit http://fightspam.gc.ca

Consent

When seeking express consent to send email or any other commercial electronic message, Consultants must use a positive opt-in mechanism (e.g. no pre-checked boxes or assumed or hidden consent mechanisms). The consent request must:   

 

  • State the purpose for which you are seeking consent (e.g. to send commercial emails);
  • State the name under which you carry on your business (i.e., the business name you use as a Consultant, or your personal name) and that you are seeking consent on your own behalf and for Full Force Enterprises Inc.;
  • Provide your physical mailing address;
  • Provide at least one of your telephone number, email address, or web address; and
  • State that consent may be withdrawn.  

Consultants must obtain consent in a manner that allows them to prove they have consent, and must provide a copy of and all evidence of that consent to Ice ‘N’ Fire on request. For example, Consultants may obtain consent by providing a consent box the individual may click, or physically check to consent. Pre-ticked consent boxes are not allowed. Consultants must keep records of all consents, including when and where they were obtained, and the consent language used. Consultants must provide such records and evidence to Ice ‘N’ Fire on request.      

Under CASL, “implied” consent to send email or commercial electronic messages will only exist where the recipient of the message:   

  • Has an “Existing Business Relationship” with the Consultant, as the message recipient made a purchase, or accepted a business opportunity, directly from the Consultant within the two year period immediately prior to the day on which the message is sent, or the message recipient made an inquiry or application regarding a purchase or business opportunity with the Consultant within the six month period immediately prior to the day on which the message is sent.
  • Has a “Family Relationship” with the Consultant through a legal parent/child relationship, marriage or common-law partnership, and the Consultant and their family member have had voluntary, direct two-way communications.
  • Has a “Personal Relationship” with the Consultant, based on direct voluntary two-way communications, and it would be reasonable to conclude that the relationship is “personal” taking into consideration all relevant factors such as the sharing of interests, experiences, opinions and information evidenced in communications, the frequency of communication, the length of time since the communication and whether the Consultant and the recipient have met in person.   

In all cases, there is no consent (express or implied) if the individual has indicated they do not wish to receive messages. 

Message Content

Any email or other commercial electronic message sent by an Consultant that advertises or promotes the Consultant, the Consultant’s business, Ice ‘N’ Fire, or its products must comply with the following: 

  • There must be a functioning return email address to the sender.
  • There must be a notice in the email that advises the recipient that he or she may reply to the email, via the functioning return email address, to request that future email solicitations or correspondence not be sent to him or her (i.e. a functioning “opt-out” notice).
  • The message must state the name under which the Consultant carries on business (i.e., the business name you use as a Consultant, or your personal name).
  • The email must include the Consultant’s physical mailing address. 
  • The message must clearly and conspicuously disclose that the message is an advertisement or solicitation. 
  • The use of deceptive subject lines and/or false header information is prohibited.
  • All opt-out requests, whether received by email or regular mail, must be honored. If a Consultant receives an opt-out request from a recipient of an email, or other commercial electronic message, the Consultant must immediately forward the opt-out request to Ice ‘N’ Fire.

 

(24) Ice ‘N’ Fire Ice ‘N’ Fire.   

(25) Consultant shall not provide, promote, distribute, place or otherwise publish any content or website that includes content which infringes on another’s rights, or that is libelous, defamatory, obscene, pornographic, abusive, fraudulent, discriminatory, violates any law, or that promotes violence, bigotry, hatred, or any illegal activity.

(26) In conjunction with Consultant’s efforts to sell products in support of the Program, Ice ‘N’ Fire hereby grants to Consultant a non-exclusive, non-transferrable, non-assignable and limited license, without the right to sub-license, Ice ‘N’ Fire’s name(s), logos, marks, trade names, trademarks, copyrights, photographs, images, and the like (“Intellectual Property”). All images, technology, content, and Intellectual Property provided to Consultant for his/her use is and shall forever remain the sole and exclusive property of Ice ‘N’ Fire, and no part thereof shall be deemed assigned or licensed to you except as expressly provided for herein. All Intellectual Property Rights, including trademarks, copyrights, patent rights or applications, tradenames and service marks related to the foregoing shall remain Ice ‘N’ Fire’s sole property, including rights in and to any derivatives thereof. Consultant may not modify the Intellectual Property provided to Consultant in any manner.

Consultant further agrees that it shall not, either during the term of this Agreement or thereafter, take any action in any part of the world that would affect the ownership of the Intellectual Property. Consultant expressly agrees that it shall not adopt or use any mark, logo, insignia, content, or design other than those approved under this Agreement that is, or is likely to be confusingly similar to or cause deception or mistake with respect to the Intellectual Property. Consultant agrees that its use of the Intellectual Property and all goodwill thereto inures to the sole benefit of Ice ‘N’ Fire and that Consultant shall not acquire any rights whatsoever in the Intellectual Property. Consultant agrees to abide by any guidelines regarding the use and/or display of Ice ‘N’ Fire’s Intellectual Property as may be communicated from time to time by Fire ‘N’ Ice.

INDEPENDENT CONTRACTOR

(27) Consultant is, upon Ice ‘N’ Fire’s acceptance of this Agreement from Consultant, an Independent Contractor, and shall perform all services as contemplated under this Agreement as an independent contractor. Ice ‘N’ Fire shall have no control over the mode, manner, or style that Consultant may select or choose for performing any of the services contemplated under this Agreement, provided that Consultant’s conduct shall conform to the prevailing standards of professionalism. Nothing contained herein shall make Consultant an employee of Ice ‘N’ Fire.

(28) Consultant has no authority to enter into any agreement on behalf of Company or to bind Company to any obligation.

(29) Consultant is not entitled to any benefits that Ice ‘N’ Fire may choose to provide to its employees and Consultant hereby waives the right to participate in any such programs. Consultant also agrees that, consistent with independent contractor status, Consultant will not apply for any government-sponsored benefits that are intended to apply to employees, including, but not limited to, unemployment benefits or severance payments.

(30) If applicable, Consultant shall be fully responsible, whether financially or otherwise, for obtaining any licenses or permits required by law.

CONFIDENTIALITY

(31) During the term of this Agreement, Ice ‘N’ Fire may supply Consultant with Ice ‘N’ Fire’s “Confidential Information.” All such Confidential Information, whether in written or electronic format, is proprietary and confidential to Ice ‘N’ Fire and is transmitted to Consultant in strictest confidence for use by Consultant solely in conjunction with Consultant’s business with Ice ‘N’ Fire. Consultant must not use any Confidential Information to compete with Ice ‘N’ Fire or for any purpose other than promoting Ice ‘N’ Fire’s Program and its related products.

(32) Consultant shall be responsible for maintaining the confidentiality of his/her own username and password, and Consultant is responsible for all usage and activity on Consultant’s account, including any use of the account by any third-party authorized by Consultant to use his/her account.

(33) Consultant shall notify Ice ‘N’ Fire of any known or suspected unauthorized uses of Consultant’s account, or any known or suspected breach of security, including, loss, theft, or unauthorized disclosure of any Consultant’s username and password.

LIMITED WARRANTY

(34) TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ICE ‘N’ FIRE DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO CONSULTANT’S PARTICIPATION IN THE PROGRAM. WITHOUT LIMITING THE FOREGOING, ICE ‘N’ FIRE SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE PROGRAM OR ANY RELATED SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. Ice ‘N’ Fire will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time-to-time, result in temporary service interruptions. Consultant understands and acknowledges that it is normal to have a certain amount of system downtime and further agrees not to hold Ice ‘N’ Fire liable for any of the consequences of such interruptions. ICE ‘N’ FIRE SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF CONSULTANT OR CUSTOMER DATA FILES, OR SYSTEMS, OR COMPUTERS, OR PROGRAMS, WHETHER THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. OTHER THAN ITS OBLIGATION TO PAY EARNED COMMISSIONS, ICE ‘N’ FIRE SHALL HAVE NO LIABILITY WITH RESPECT TO ANY OF ITS OBLIGATIONS HEREUNDER, NOR SHALL ICE ‘N’ FIRE HAVE ANY LIABILITY FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF ICE ‘N’ FIRE HAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF ICE ‘N’ FIRE HEREUNDER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTIONS WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED THE REVENUE EARNED BY AFFILIATE FOR THE THREE (3) MONTHS PRIOR TO THE DATE THAT THE DAMAGES ARE CLAIMED AS A DIRECT RESULT OF THIS AGREEMENT.

LIMITATION OF LIABILITY

(35) ICE ‘N’ FIRE, ITS EMPLOYEES, AGENTS, ASSIGNS, AND/OR ITS CONSULTANTS SHALL NOT BE LIABLE TO CONSULTANT OR ANY OTHER PERSON FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE OR PARTICIPATE IN THE PROGRAM OR ANY OF ITS SERVICES, OR ANY INFORMATION PROVIDED IN CONJUNCTION WITH THE PROGRAM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, OR ANY DAMAGE TO A COMPUTER OR SYSTEM, EVEN IF ICE ‘N’ FIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PROGRAM. PARTICIPATION IN THE PROGRAM IS AT AFFILIATES OWN RISK. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, ICE ‘N’ FIRE’S LIABILITY IS LIMITED AS MUCH AS POSSIBLE AS PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY.

(36) Ice ‘N’ Fire assumes no liability whatsoever for any personal injury arising from the use or mishandling of any of the product(s) sold or distributed by or through Ice ‘N’ Fire or the Consultant under the terms of this Agreement.

GENERAL TERMS

(37) Ice ‘N’ Fire reserves the right to not sell product or services or contract with a Consultant in specified provinces or territories within the Canada at Ice ‘N’ Fire’s sole and absolute discretion.

(38) Consultant has supplied Ice ‘N’ Fire with his/her signature for Ice ‘N’ Fire files and understands that this signature is the signature of record for all future debit card and/or credit card transactions which Consultant initiates and/or process with/through Ice ‘N’ Fire.

(39) Consultant has direct knowledge of the quality of products/services offered through or by Ice ‘N’ Fire and/or its Consultants, as well as the costs and contractual obligations that occur when Consultant purchases products from or through Ice ‘N’ Fire in furtherance of his/her Consultant business. Consultant understands that he/she maintains a greater responsibility when ordering on a credit card account as an informed individual than when ordering as a general customer. As such, Consultant waives the right of cancellation or refund on any order placed on her/his credit card account(s) except through Ice ‘N’ Fire. Consultant hereby agrees to resolve his/her disputes with Ice ‘N’ Fire on a “good faith” basis prior to engaging in any protracted procedure for exchange/refund with any outside 3rd party.

(40) Consultant shall not sponsor, attempt to sponsor, or solicit another Ice ‘N’ Fire Consultant into any other direct sales, multi-level marketing and/or network marketing company. Additionally, no Consultant shall participate in any action that causes another Consultant to be sponsored through someone else into another company.

(41) Ice ‘N’ Fire reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend, or discontinue any aspect of this Agreement, in whole or in part, at any time. In the event of any material change, Ice ‘N’ Fire will notify you via e-mail, newsletter, via Ice ‘N’ Fire’s website, or any other Ice ‘N’ Fire publication at least seven (7) days prior to any such changes taking effect, at which time Consultant may either agree to such changes by their continued participation as a Consultant, or they may voluntarily choose to discontinue their participation as a Consultant. Changes will become part of this Agreement upon seven (7) days of delivery of notification.

(42) Failure to abide by these rules could mean immediate termination by Ice ‘N’ Fire of your account AND a complete forfeit of any and all pending monies and/or commissions.

(43) Consultant agrees to indemnify, defend, and hold Ice ‘N’ Fire and its affiliates, officers, directors, managers, members, employees, agents, attorneys, and assigns harmless from and against any and all liability, claims, Causes of Action, losses, damages, injuries or expenses (including reasonable attorneys' fees and costs) directly or indirectly arising from or relating to any violation or breach of this Agreement, whether actual or alleged, or the subject matter hereof and any dispute relating thereto.

(44) Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination and/or referral to the appropriate law enforcement agencies.

(45) Either party may voluntarily terminate this Agreement at any time upon written notice to the other party.

(46) Ice ‘N’ Fire reserves the right, in its sole and absolute discretion, to terminate this Agreement with Consultant immediately upon receipt of information sufficient to the Company that the Consultant has violated any term or condition of this Agreement or has otherwise acted illegally or unethically.

(47) A terminated Consultant will be eligible to reapply at any time so long as such termination was not initiated by Company for a violation of this Agreement. A terminated Consultant that re-enters the program will not be eligible for any previously established referral commissions for anyone previously referred to Ice ‘N’ Fire by Consultant under their previous Agreement.

(48) Ice ‘N’ Fire shall not be considered in default of its obligations under this Agreement if the performance of its obligations are prevented or delayed by any cause beyond its reasonable control, including, without limitations, fire, flood, earthquake, storms, acts of God, acts or omissions of governmental authorities, strikes, lockouts or other industrial disturbances, equipment failure, supplier problems, acts of public enemy, wars, blockades, riots, civil disturbances, epidemic, natural disasters, interruptions of power, terrorists acts, shutdown of modes of transportation pursuant to an act of the federal or a province government, or any other difficulties that might prevent performance according to this Agreement.

 

(50) This Agreement supersedes any and all other prior agreements, either oral or written, between the parties hereto with respect to the subject matter hereof, and contains all of the covenants and agreements between the parties with respect to said matter, and each party to this Agreement acknowledges that no representations, inducements, promises, or arguments, orally or otherwise, have been made by any party, or anyone. This Agreement may not be modified except by an express agreement in writing signed by the parties hereto.

(51) Consultant may not assign this Agreement or any obligation or right under this Agreement without the express prior written consent of Ice ‘N’ Fire.  Ice ‘N’ Fire may assign this Agreement in its sole discretion.

(52) This Agreement shall be governed by, interpreted under and enforced in accordance with the laws of the Province of British Columbia. Any action brought to enforce or interpret this Agreement shall be fil ed in Chilliwack, British Columbia. If any provision of this Agreement is found to be illegal, invalid or unenforceable, such provisions shall be enforced to the maximum extent permitted, but if fully unenforceable, such provisions shall be severable, and this Agreement shall be construed as if such provisions had never been part of this Agreement, and the remaining provisions shall continue in full force and effect.

 

(53) All Commissions shall be due and payable within fifteen (15) days following the end of the month in which they were earned.

(54) All Commissions and incentives are paid via EMT or Cheque by mail. A commission of less than $10.00 will be accumulated and paid to the Consultant when Commission earnings equal or exceed said amount.

55)  The Company will buy-back any unsold product purchased by Consultants within 30 days of purchase for a 90% refund. All refunds must follow our return policy which can be found on our website. Shipping costs for returns are Consultants responsibility. All returned product must be in resalable condition to receive a refund.   All Commissions paid for the sale of such returned product must be refunded to the Company by the Consultant(s) who received such Commission.  The Company shall be entitled to deduct any amounts owed to it as a result of a product return from future Commissions.