DISTRIBUTOR RULES OF PM-INTERNATIONAL LOGISTIC CENTER AMERICA, LLC June 2025
Thank you for applying to become a PM independent distributor (“you” or “Distributor”). These Distributor Rules, together with our PM Marketing Plan, Guidelines for Use of the Internet and Social Media Policy, Guidelines for Use of Trademarks, Logos, Brands and Names, Code of Business Conduct and Ethics, Family Registration Rules, and our General Terms and Conditions of Sales and Delivery as may be amended from time to time, (together, the “Partner Area Documents”), which will be made available via a separate portal after your Application is approved by us (the “Partner Area”) and which are incorporated herein by this reference, (collectively, this “Agreement”) constitute the entire agreement between you and PM-INTERNATIONAL LOGISTIC CENTER AMERICA,LLC (“PM”, “we” or “us”). We may amend this Agreement and the Partner Area Documents from time to time, in our sole discretion so it is important that you regularly check the Partner Area for any updates. By submitting your Application to be a PM Distributor, you hereby agree to the following terms and conditions and to the terms and conditions of the Partner Area Documents.
1. INDEPENDENT CONTRACTOR
1.1. A Distributor is a self-employed salesperson. You agree that your relationship with PM is as an independent contractor and that nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture, franchisor-franchisee, fiduciary or employment relationship.
1.2. As part of your activities under this Agreement and subject to the terms of the Partner Area Documents, you can sell FitLine products (“Products”) in your own name directly to end customers and/ or refer end customers to PM (as part of our Customer Direct Program) and refer new Distributors to PM as a sponsor.
1.3. As an independent contractor, you can freely decide when, where, how and how much you work and determine your own methods of operation. Distributors have to bear all costs and expenses relating to their Distributorship business themselves. Each Distributor is an independent contractor, and as such responsible for the fulfillment of all legal obligations resulting from the business (registering a company, income tax, sales tax, social insurance, competition law). You are not entitled to any of the benefits that PM may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits and agree that you will not make any claim to the contrary. You understand and agree that you are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to your activities under this Agreement and/or the receipt of any funds under this Agreement.
1.4. It is intended that Distributors run their business part-time; anyone realizing this is no longer the case has to notify PM thereof.
2. BEGINNING AND ENDING A DISTRIBUTORSHIP
2.1. In order to become a Distributor, you have to submit a completed application (“Application”) to us [Application]. This Agreement, and the Partner Area Documents become valid agreements as soon as the Application has been accepted by PM.
2.2. It is not necessary to order Products to become a Distributor.
2.3. Within 30 days of receiving notice of the acceptance of the Application, you can withdraw your Application and cancel this Agreement by a written notice of withdrawal without stating any reasons [withdraw form]. If you withdraw your Application within this thirty (30) day period, you can return all unopened Products you purchased from PM to us subject to our General Terms and Conditions of Sales and Delivery which can be found on our homepage www.pm-international.com.
2.4. The term of this Agreement (“Term”) will begin on the date that your Application is accepted by us and will continue until terminated by you or us in accordance with this Agreement. Either you or we may terminate this Agreement for any reason or no reason upon written notice to the other party.
2.5. If you decide to terminate this Agreement, we will buy-back your inventory of unopened Products subject to our General Terms and Conditions of Sales and Delivery which can be found on our homepage www.pm-international.com.
2.6. The Distributor shall regularly review and update the data provided in the Application, especially name, taxpayer identification number, address, bank account information, email and telephone so that the information we have on file is accurate and complete.
2.7. In the case of death, subject to applicable law and subject to our prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), your distributorship (“Distributorship”) can be transferred to a spouse, child, or parent if the transfer is requested in writing with the agreement of all heirs and the transferee accepts to be bound by both this Agreement and by the terms of the Partner Area Documents.
3. ENTITLEMENT TO BONUS
3.1. For the referral of end consumers through the Customer Direct Program as well as for introducing, training and supporting new distributors referred as a Sponsor, the Distributor will be eligible to receive a bonus subject to the terms of the PM Marketing Plan. The right to such bonus arises once the products have been paid for. Requirements for, the terms of, and the amounts of the bonus can be found within the PM Marketing Plan. PM may decide to make amendments to the PM Marketing Plan, which applies to all Distributors.
4. COMPENSATION YOU MIGHT EARN
4.1. You acknowledge and agree that you will NOT earn any compensation, bonus or other economic benefit solely for sponsoring other distributors. You also agree that you will not represent to others that it is possible to receive any compensation simply for sponsoring new distributors. If you choose to sponsor other distributors, any compensation or bonus received in connection with distributors that you sponsor shall be based solely on Product sales made by such new distributors to their customers.
4.2. Any compensation or bonus that may be paid to you under the PM Marketing Plan is tied to the Products purchased by referred customers through the Customer Direct Program or by the Product sales made by the new distributors you sponsor. The right to compensation arises once the Products have been paid for. The terms of all such compensation are set forth in our PM Marketing Plan, under the Partner Area Documents, as amended from time to time.
4.3. Should a customer of Distributor refer a new customer to Distributor, the referring customer will receive a one-time 10% voucher on their next order. The amount of this voucher will be deducted from the bonus received by Distributor for the new customer’s first order.
4.4. You acknowledge and agree that you are not guaranteed any income or assured of any profit or success. You hereby certify that neither PM nor any distributor that has sponsored you has made any claims of guaranteed or potential earnings nor any representations of anticipated earnings that might result from your activities as a Distributor.
4.5. PM pays out compensation on a monthly basis (by the 20th of the following month). In the event that an order benefits from sales tax exemption, you agree to provide us with the relevant Sales Tax Exemption Certificate.
4.6. Any manipulation of compensation criteria is prohibited. This includes the sponsoring of distributors who do not actually sell our Products (straw men), as well as open or disguised multiple registrations. It is also prohibited to use the name of any spouse, relatives, corporation, partnership, trust or any other names of third parties to circumvent this provision. It is also prohibited to encourage third parties to sell or purchase Products in order to achieve a better position in the Marketing Plan or to manipulate the group compensation.
5. YOUR OTHER BUSINESS ACTIVITIES
5.1. You are permitted to have other business activities in addition to being a Distributor under this Agreement. However, you have to keep your other business activities completely separate from your activities as a Distributor of our Products. When undertaking other business activities, you have to not refer to your activities as a Distributor or your status as a Distributor, nor offer goods and services relating to your other business activities together with our Products (or vice versa).
5.2. During the Term of this Agreement, to the extent permissible under applicable law, you agree not to undertake activities for a competitor of PM without our prior written permission. A competitor of PM is a company that offers goods or services through personal direct marketing or via a network marketing system that competes with PM.
5.3. During the Term of this Agreement, to the extent permissible under applicable law, (i) you may not, directly or indirectly solicit or promote the products or services of another direct-selling company to any of our other Distributors or customers; and (ii) you will not, directly or indirectly, solicit, entice or induce, or attempt to solicit, entice or induce, any customer, vendor, supplier, or business development partner to become a customer, vendor, supplier, or business development partner of any other person, firm or corporation or to cease doing business with PM, or directly or indirectly solicit or recruit, or attempt to solicit or recruit, any employee, consultant or independent contractor of PM to terminate their relationship with PM.
6. PURCHASE AND DISTRIBUTION OF PRODUCTS
6.1. The Distributor shall exclusively order and receive Products directly from PM.
6.2. The Distributor shall only sell Products to end consumers through personal direct sales. It is not allowed to sell Products through retail stores, trading markets, fairs, online auctions, mass media and other similar sales activities.
6.3. All Product sales are subject to our General Terms and Conditions of Sales and Delivery which can be found on our homepage www.pm-international.com, as may be updated from time to time. You agree to sell Products only within the country listed on your Application (“Designated Territory”).
6.4. The Distributor has to take back Products sold to consumers within 30 days after delivery in case of dissatisfaction. The consumer does not have to provide any special reasons, not being satisfied with the products is sufficient (the “PM Satisfaction Guarantee”). Such exchange, credit or refund shall be subject to our General Terms and Conditions of Sales and Delivery which can be found on our homepage www.pm-international.com.
6.5. There is no obligation for you to purchase any Products, purchase a minimum amount of Products, or maintain an inventory under this Agreement. The Distributor can return Products to PM in accordance with PM’s General Terms and Conditions of Sales and Delivery which can be found on our homepage www.pm-international.com.
6.6. All orders made by the Distributor are processed according to the PM prices shown in the PM Online Shop at the time of order and are subject to our General Terms and Conditions of Sales and Delivery which can be found on our homepage www.pm-international.com. You have to keep receipts for all Products you sell and provide copies of such receipts to us upon demand.
7. FURTHER OBLIGATIONS OF THE DISTRIBUTOR
7.1. The Distributor has to promote the Products and comport itself in a manner that enhances PM’s reputation. You agree to act as an independent, ethical, and responsible entrepreneur and avoid any appearance of acting as an employee or agent of PM. You agree to comply with all the PM Policies, as in effect from time to time.
7.2. PM is a member of national and international associations for direct selling, and you agree to comply with the standards of conduct and codes of ethics specified by such associations within your Designated Territory.
7.3. Everything the Distributor says about PM and our Products has to be in accordance with PM’s stipulations, especially those in the product catalog, on the product labels, official websites and in other product information. Under no circumstances may the Distributor attribute therapeutic or healing properties to any Products or use health claims contrary to applicable legal provisions.
7.4. You agree not to make any changes to Products or their packaging and/ or allow third parties to make such changes. It is allowed to stick an address label with address information of the Distributor, as long as such label does not hide any Product information, legal notices, or intellectual property of PM.
7.5. The Distributor will only use the product information, sales materials and sales aids published by PM when advertising for PM and for the Products and, insofar as advertising and sales take place over the Internet, will only use the Internet shop made available to the Distributor by PM. Distributors are granted limited rights to use PM‘s trademarks, trade names, logos, marketing materials and sales aids solely for the purpose of promoting and selling FitLine products. Distributors have to utilize such rights subject to the terms of the Partner Area Documents. Any unauthorized use, modification, or misrepresentation of PM‘s intellectual property is strictly prohibited.
7.6. Every Distributor has to comply with the terms of the Partner Area Documents and with any binding legal regulations, including but not limited to any rules on unfair competition and unlawful trading practices, during any general advertising measures and in attracting new Distributors. Any violation will be strictly followed up by PM and may result in penalties or the termination of the distributorship.
7.7. In conducting your activities as a Distributor, you agree to comply with all applicable laws and regulations, including without limitation, those pertaining to licensing and business registration, and import and export, to the extent required. You agree to promptly provide us with evidence of such compliance upon our request.
7.8. You agree not to analyze, decompile, or reverse engineer or cause a third party to analyze, decompile or reverse engineer any Product or any Confidential Information, in whole or in part, for any purpose.
7.9. PM will monitor and randomly check the compliance of its distributors with contractual and legal obligations, especially in the context of online advertising measures, including social media marketing by external service providers.
7.10. PM reserves the right to terminate this Agreement or suspend a Distributor’s access to the Partner Area without prior notice if the Distributor has violated contractual rules or applicable law. In the event of any such suspension, the suspension will remain until the violation has been removed upon corresponding notification by PM.
8. LINE PROTECTION
8.1. It is a principle of PM to respect and protect the sponsor line. During the term of the Distributorship and 12 months thereafter, no persons or companies already registered in a sponsor line with PM may change to another sponsor line. It is also prohibited to use the name of a spouse, relative, corporation, partnership, trust or any other names of third parties to circumvent this provision.
8.2. A Distributor who has terminated their Distributorship or withdrew from it according to article 2.2. can only be re-registered as a Distributor if they submit a new Application and (a) are sponsored by their former sponsor, or (b) if at least 12 months have passed since termination of their Distributorship. A Distributor who has been deleted from records due to inactivity (12 months without personal volume) can be freely re-registered with a new Application, i.e. not just under the former Sponsor but in any line under any Sponsor.
8.3. The registration of relatives and spouses is subject to the terms of the Partner Area Documents. 8.4. Line protection also applies to customers in the Customer Direct Program. Any registered customer may only register anew and under a new sponsor if 6 months have passed after their last order of Products.
9. INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION.
9.1. During the Term of this Agreement, PM grants you a limited, revocable, non-sublicensable license to use PM‘s trademarks, trade names, logos, marketing materials and sales aids solely for the purpose of promoting and selling Products and solely as permitted under the terms of the Partner Area Documents.
9.2. During the term of your Distributorship, you may obtain or access information that PM deems to be propriety or confidential, including without limitation, any trade secrets, formulas, Product information, business plans, customer lists, financial information, or any other confidential or proprietary business information, whether or not marked as “confidential” (“Confidential Information”). You acknowledge and agree that you will not disclose or use Confidential Information, directly or indirectly, for any purpose without our prior written consent.
10.LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, NO PM ENTITY SHALL BE LIABLE FOR, AND DISTRIBUTOR HEREBY RELEASES THE FOREGOING FROM, AND WAIVES ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO ANY PM ENTITY’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY DISTRIBUTOR AND PM, WHETHER IN CONTRACT, TORT, OR STRICT LIABILITY. FURTHERMORE, IT IS AGREED THAT ANY DAMAGES TO DISTRIBUTOR SHALL NOT EXCEED AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD PRODUCTS OWNED BY DISTRIBUTOR AND ANY COMPENSATION OWED TO DISTRIBUTOR UNDER THIS AGREEMENT. IN NO EVENT WILL ANY PM ENTITY BE LIABLE TO YOU FOR ANY COST, LOSS, DAMAGE, OR EXPENSE SUFFERED BY YOU DIRECTLY OR INDIRECTLY AS A RESULT OF ANY ACT, OMISSION, REPRESENTATION, OR STATEMENT BY ANOTHER DISTRIBUTOR.
11. MISCELLANEOUS
11.1. Any provision that, to give proper effect to its intent, should survive such expiration or termination, survive the expiration or earlier termination of this Agreement.
11.2. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.
11.3. To the extent that there is any conflict between this Agreement and any Partner Area Document, the applicable Partner Area Document shall govern and control.
11.4. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. On a determination that any term or provision is invalid, illegal, or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by the law while preserving its original intent.
11.5. You acknowledge and agree that (a) a breach or threatened breach by you of this Agreement would give rise to irreparable harm to PM for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by you of any of these obligations, PM shall, in addition to any and all other rights and remedies that may be available to PM at law, at equity, or otherwise in respect of this breach, be entitled to seek equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages do not afford an adequate remedy.
11.6. This Agreement shall be binding upon and inure to the benefit of the parties.
11.7. No failure or delay of PM in exercising its rights under this Agreement with you or any other Distributor shall constitute a waiver by PM of its rights under this Agreement.
11.8. Unless explicitly agreed by us, you cannot assign this Agreement or your Distributorship, in whole or in part, without our prior written consent. We reserve the right to assign this Agreement, in whole or in part, in our sole discretion.
11.9. To the fullest extent permitted under applicable law, this Agreement, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of Florida. To the extent that applicable law would require the application of the Laws of any jurisdiction other than those of the State of Florida in connection with a particular matter, then such law would apply solely to that particular matter and all other matters would continue to be governed by the laws of the State of Florida.
11.10.Each of PM and Distributor irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the United States District Court for the Middle District of Florida or, if this court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Sarasota County, and any appellate court from any thereof. Each or PM and Distributor irrevocably and unconditionally submits to the exclusive jurisdiction of these courts and agrees to bring any action, litigation, or proceeding only in the United States District Court for the Middle District of Florida or, if this court does not have subject matter jurisdiction, the courts of the State of Florida sitting in Sarasota County. Each of PM and Distributor agrees that a final judgment in any action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.
11.11. As a Distributor, you should resolve any disagreements with your customers in an amicable manner before resorting to any legal action. If, following discussions with your customer, the problem is not resolved to the customer‘s satisfaction, they should contact the relevant direct sales association. This association will try to mediate between you and your customer.
June 2025
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