Living Elan Network T&C

This Agreement contains the terms and conditions to act as an Independent Creator (the “Creator”) on behalf of Elan Solutions LLC, a Utah limited liability company (the “Company”)d/b/a Elan Pure (“Elan Pure”). In this Agreement, we refer to ourselves as “Elan Pure” or “Elan” or “us” or “we”; we refer to you as “you” or “Creator.” Elan Pure and Creator are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

By joining this program, you are agreeing to this Agreement in its entirety. Please read this Agreement carefully.

1. Appointment of Creator

The Company hereby appoints the Creator as a non-exclusive sales Creator to sell and promote the Company's products and services including, but not limited to, home decor products such as kitchen tea towels, bath towels, and other towel products (the "Products"). The Creator hereby accepts the appointment and agrees to represent and promote the sale of the Products on a non- exclusive basis.

2. Independent Contractor

The Creator shall be an independent contractor in accordance with the provisions of the Uah Labor Code, and any corresponding provisions of the law of any other state or jurisdiction. The Creator understands that Creator is not, and shall not be treated as, an employee of the Company.

3. Taxes

The Creator is solely responsible for paying all taxes incurred as a result of the performance of its services under this agreement and complying with all tax-related obligations. The Company has no obligation to pay or withhold any sums for taxes.

4. Approved Sales Channels and Selling Methods

The Creator shall only utilize Company approved sales channels with an emphasis on person-to-person selling methods. Approved sales channels include and are limited to in-person home parties, Facebook Live, and Instagram.

5. Prohibited Sales Channels and Selling Methods

Prohibited sales channels include but are not limited to brick and mortar retail locations, whether operated by Creator or third party, e-commerce websites, whether operated by Creator or a third party, online marketplaces such as amazon.com, etsy.com, ebay.com, and any other online e-commerce website or marketplace. Creator AGREES TO NOT UTILIZE ANY PROHIBITED SALES CHANNELS TO SELL Elan Pure PRODUCTS.

6. Order Submission Process

Orders shall only be submitted through the Company website.

7. Creator Discount

Upon acceptance to the Elan Pure Creator Program, the Company will provide the Creator with a discount code which will allow Creator to purchase Company Products at a discount.

8. Return Policy

Any items purchased by Creator using Creator's discount code can be returned within 

14 days of receipt for a full refund. Returned items must be in new and unused condition. Creator must request approval for a return by emailing info@elanpure.com

9. Expenses

The Creator is solely responsible for any expenses it incurs in performing its services under this agreement.

10. Creator's Responsibilities

The Creator shall devote such time, energy, and skill on a regular and consistent basis as is necessary to sell and promote the sale of the Company's Products.

11. Stating Company Policies

The Creator shall accurately represent and state Company policies to all present and potential customers.

12. Compliance with Laws

The Creator shall comply with all Laws and industry regulations relating to its representation of the Products.

13. Company Responsibilities

The Company shall provide the Creator with current product information and announcements of new products. The Company shall determine all Product prices and terms of sale, and give timely notice to the Creator of any Product price changes.

14. Term

The term of this agreement is month-to-month and may be canceled in writing by either party at any time.

Creator's Representations

15. No Conflicts

The Creator is under no restriction or obligation that may affect the performance of its obligations under this agreement.

Acknowledgements

16. Non-Exclusivity

The Company's appointment of the Creator is non-exclusive. The Company may appoint additional Creators without liability or obligation to the Creator.

17. No Other Compensation

The compensation detailed in the section titled Commissions and Expenses is the Creator's sole compensation under this agreement.

18. No Authority

The Creator has no authority to bind the Company in any manner.

Use of Company Marks

19. Ownership of Company Marks

The Creator recognizes the Company's exclusive right, title, and interest in and to all service marks, trademarks, and trade names used by the Company (collectively, the "Company Marks").

20. Actions in Company's Best Interests

The Creator shall act in the best interests of the Company as owner of the Company Marks and in such a way as to preserve and protect the Company's interest in them.

21. No Rights in Company Marks

The Creator shall not apply for, acquire, or claim any right, title, or interest in or to any Company Marks or in any marks that may be confusingly similar to any of them.

Confidentiality

22. Confidentiality Obligations

During the period starting on the Effective Date and ending 2 years after the date of termination or expiration of this agreement (the "Restricted Period"), the Creator shall hold all Confidential Information in confidence in accordance with the terms of this agreement. The Creator shall use the Confidential Information solely for the purpose of selling and promoting the Products.

23. Definition of Confidential Information

In this agreement, "Confidential Information" means all non-public business-related information, written or oral, disclosed or made available by the Company to the Creator, directly or indirectly, through any means of communication or observation, but does not include information that is or becomes publicly known through no wrongful act of the Creator, the Creator received in good faith on a non-confidential basis from a source other than the Company, was in the Creator's possession before its disclosure by the disclosing party or its Creators, the Creator developed independently without breach of this agreement, or the Company has explicitly approved, by Notice to the Creator, for release to a third party.

Termination

24. Termination on Notice

Either party may terminate this agreement for any reason upon 30 business days' written Notice to the other party. Company has no legal obligation to payout earnings after the 30 days. 

25. Termination on Breach

If either party commits any material breach or material default in the performance of any obligation under this agreement, and the breach or default continues for a period of 14 business days after the other party delivers Notice to it reasonably detailing the breach or default, then the other party may terminate this agreement, with immediate effect, by giving written Notice to the first party.

26. Termination on Insolvency

This agreement will terminate immediately upon either party's insolvency, bankruptcy, receivership, dissolution, or liquidation.

Effect of Termination

27. Discontinue Use of Company Marks

Effective as of the date of termination or expiration of this agreement, the Creator shall cease to use any of the Company Marks.

Indemnification

28. Creator’s Indemnity

The Creator shall indemnify the Company and its Indemnitees against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Company that alleges any negligent act or omission or willful conduct of the Creator or its Indemnitees.

29. Company’s Indemnity

The Company shall indemnify the Creator against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against the Creator that alleges any negligent act or omission or willful conduct of the Company or its Indemnitees, any defects in the Products caused by the Company, or the Company's failure to provide any Products to a customer that were properly ordered through the Creator.

30. Conditions for Indemnification

A party’s obligation to indemnify the other party under this section (Indemnification) is conditional upon the indemnified party giving the indemnifying party prompt Notice of a claim or potential claim made against it, giving the indemnifying party sole control of the defense and settlement of the claim, except that the indemnifying party may not settle the claim unless the settlement unconditionally releases the indemnified party of all liability, and providing the indemnifying party with all reasonable assistance, at the indemnifying party’s expense, in connection with the claim.

31. Exception

No party will be entitled to indemnification from the other party if the claim is based on or results in any material part from the negligence or unlawful or wrongful acts of the party seeking indemnification.

32. Exclusive Remedies

The indemnification rights granted under this section (Indemnification) are the exclusive remedies available under this agreement in connection with the claims and losses that this section addresses.

Definition of “Indemnitee.”

In this agreement, “Indemnitee” means, for either party, any of that party’s directors, officers, employees, shareholders, partners, agents, or Creators.

33. Definitions

In addition to the terms at the top of the first page of this agreement, the following definitions apply:

"Company Marks" is defined in the section titled Ownership of Company Marks.

"Confidential Information" is defined in the section Definition of "Confidential Information".

“Governmental Authority” means the government of the United States or any other nation, or any of its or their geographical or political units or subdivisions, and any body, agency, tribunal, arbitrator, court, authority, or other entity that exercises executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of, or relating to, government. "Indemnitee" is defined in the section titled Definition of "Indemnitee". “Law” means any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any Governmental Authority having the force of law. “Notice” means any notice, request, direction, or other document that a party can or must make or give under this agreement. "Products" is defined in the section titled Appointment of Creator.

"Restricted Period" is defined in the section titled Confidentiality Obligations.

34. General Provisions

Entire agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

35. Assignment

The Creator may not assign this agreement or any of its rights or obligations under this agreement without the Company's prior written consent. The Company may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the Creator.

36. No Partnership

The Creator is an independent contractor. Nothing contained in this agreement creates a partnership, joint venture, employer/ employee, principal-and-agent, or any similar relationship between the parties.

37. Notice

Form of Notice

All notices and other communications between the parties must be in writing and sent via electronic mail as follows: If to the Company: info@elanpure.comIf to the Creator: Email address provided by Creator. Method of Notice

Notices must be given by (i) personal delivery, (ii) first-class registered or certified mail, postage prepaid, or (iii) electronic mail to the party's email address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

38. Receipt of Notice

A Notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

39. Governing Law

This agreement will be governed by and construed in accordance with the laws of the State of Utah.

40. Waiver of Jury Trial

Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to this agreement or the transactions relating to its subject matter.

41. Headings

The headings used in this agreement and its division into sections, schedules, and other subdivisions do not affect its interpretation.

42. Internal References

References in this agreement to sections, schedules, and other subdivisions are to those parts of this agreement.

43. Counterparts

This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

Effectiveness of Agreement and Effective Date

By joining the Elan Pure Creator program, you acknowledge that you have read and accept this Agreement in its entirety. The Effective Date, (the “Effective Date”) shall be the date the Creator submitted an application to the Company via the Company website.