Aphrodite’s Oysters

INDEPENDENT CONSULTANT AGREEMENT

 

1.Authorization and Contract

By executing the Aphrodite’s
Oysters Independent Consultant Agreement (“Agreement”),
you apply for legal authorization to become an Aphrodite’s
Oysters business owner and enter into contract with Aphrodite’s Oysters Inc., hereinafter “Aphrodite’s
Oysters.” You acknowledge that prior to signing you have received, read
and understood the Aphrodite’s Oysters Income Disclosure Statement, that you have read and understood the Aphrodite’s Oysters Policies and Procedures,
which are incorporated into this Agreement and made part of it as if restated
in full, as posted on www.AphroditesOysters.com,
and that you have read and agree to all terms set forth in this Agreement. Aphrodite’s Oysters reserves the right to
reject any application for any reason within thirty (30) days of receipt.

2. Expiration, Renewal, and Termination

The term of this Agreement is one year (subject to
prior cancellation or disqualification as provided in the Policies and
Procedures). If you fail to annually renew your Aphrodite’s
Oysters business, or if it is canceled or terminated for any reason, you
understand that you will permanently lose all rights as an Independent
Consultant. You shall not be eligible to sell Aphrodite’s
Oysters products and services nor shall you be eligible to receive
royalties, bonuses, or other income resulting from the activities of your
former downline sales organization. In the event of cancellation, termination
or nonrenewal, you waive all rights you have, including but not limited to
property rights, to your former downline organization and to any bonuses,
commissions or other remuneration derived through the sales and other
activities of your former downline organization. Aphrodite’s Oysters reserves the right to terminate all Independent
Consultant Agreements upon thirty (30) days’ notice if the Company elects to:
(1) cease business operations; (2) dissolve as a business entity; or (3)
terminate distribution of its products and/or services via direct selling
channels. Independent Consultant may cancel this Agreement at any time, and for
any reason, upon written notice to Aphrodite’s
Oysters at its principal business address. Aphrodite’s Oysters may cancel this Agreement for any reason upon thirty
(30) days advance written notice to Independent Consultant. Aphrodite’s Oysters may also take actions short
of termination of the Agreement, if the Aphrodite’s
Oysters Independent Consultant breaches any of its provisions.

3. Independent Contractor Status

You agree this authorization does not make you an
employee, agent, or legal representative of Aphrodite’s
Oysters or your Sponsoring Independent Consultant. As a self-employed
independent contractor, you will be operating your own independent business,
buying and selling products available through Aphrodite’s
Oysters on your own account. You have complete freedom in determining
the number of hours that you will devote to your business, and you have the
sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC
reflecting the amount of income paid to you during the calendar year. By
agreeing to these terms, you agree to receive the 1099-MISC form via
electronically. It will be your sole responsibility to account for such income
on your individual income tax returns.

4. Refunds and Product Returns

You agree that if you resell product directly to a customer, you will adhere to Aphrodite’s Oysters’ 100% satisfaction
guarantee policy and shall provide the customer a full refund of all monies
paid if the customer returns the product to you within seven (7) days of the
sales transaction. If you are not 100% satisfied with our products, you may
return the items for a refund so long as the following conditions occur: (1) if
neither you nor we have terminated the Agreement; (2) the products were
purchased within seven (7) days; and (3) the products remain in Re-saleable Condition (as defined in the Policies and
Procedures). The refund shall be 90% of the purchase price. Shipping and
handling charges incurred will not be refunded. For refunds with the Oyster
Deposit System, please see Section 7 below. As for jewelry pieces, the Company
offers a one year warranty. For more details, please see the Policies and
Procedures.

5. Presenting the Plan

You agree when presenting the Aphrodite’s Oysters Compensation Plan to
present it in its entirety as outlined in official Aphrodite’s Oysters materials, emphasizing that sales to end
consumers are required to receive compensation in the form of bonuses on
downline volume. In presenting the plan to prospects, you agree not to utilize
any literature, materials or aids not produced or specifically authorized in writing
by Aphrodite’s Oysters. You agree to
instruct all prospective Independent Consultants to review the Aphrodite’s Oysters Income Disclosure Statement.

6. Selling Product

You agree to make no representations or claims
about any products beyond those shown on product labels and/or in official Aphrodite’s Oysters literature. You further
agree to sell products available through Aphrodite’s
Oysters only in authorized territories.

7. Oyster Deposit System and Oyster Conditions

As an Independent Consultant, you also may take advantage of the
Oysters Deposit System. An Independent Consultant uses places money in the
Deposit System, and the Company uses this money to purchase more Oysters. Upon
the diminishment of your oyster inventory, you can request more oysters from
the Company. When an Independent Consultant wishes to add additional oysters on
deposit to his or her inventory, you understand the Company shall bill for the
oysters prior to any shipment. Upon our delivery of additional oysters, the
Company deducts money from your Deposit Account. During your time as an
Independent Consultant, the deposit money shall remain in your account. At any
time, you may request a refund on your deposit money so long as the oyster
shipment you most recently received occurred within thirty (30) days from your
receipt of the oyster shipment or thirty (30) days from the last account
reconciliation. Prior to any refund, the Company must receive the oysters in Re-saleable Condition (as defined in the Policies and
Procedures). Should you return some but not all of the
oysters on deposit (e.g., 25 out of a shipment of 30), Aphrodite’s Oysters will
provide you with a prorated refund in accordance with the average price per
oyster. To ensure proper maintenance, the Company suggests Consultant store
oysters in a cool temperature between 60-65 degrees Fahrenheit. Moreover,
Consultants should avoid placing oysters in sunlight. Incorrect storage and/or
maintenance will likely result in spoliation, which may affect the quality of
the pearl inside. An oyster damaged over improper maintenance is
non-refundable.

8.Aphrodite’s Oysters’s Proprietary Information and Trade Secrets

You recognize and agree that, as further set forth
in the Policies and Procedures, information compiled by or maintained by Aphrodite’s Oysters, including Line of
Sponsorship (LOS) information (i.e., information that discloses or relates to
all or part of the specific arrangement of sponsorship within the Aphrodite’s Oysters business including, without
limitation, Independent Consultant lists, sponsorship trees, and all Aphrodite’s Oysters Independent Consultant
information generated there from, in its present or future forms), constitutes
a commercially advantageous, unique and proprietary trade secret of Aphrodite’s Oysters, which it keeps as
proprietary and confidential and treats as a trade secret. During the term of
your contract with Aphrodite’s Oysters, Aphrodite’s Oysters grants you a personal,
non-exclusive, non-transferable and revocable right to use trade secret,
confidential, and proprietary business information (Proprietary Information),
which includes, without limitation, LOS information, business reports,
manufacturing and product developments, and Independent Consultant sales,
earnings and other financial reports to facilitate your Aphrodite’s Oysters business.

9. Non-Competition Agreement

In accordance with the Policies and Procedures, you
agree that during the period while you are an Independent Consultant, and for
six (6) months following resignation, non-renewal, or termination of your
business, you will not compete with Aphrodite’s
Oysters. This covenant shall survive the expiration or termination of
your authorization and contract with Aphrodite’s
Oysters.

10. Non-Solicitation Agreement

In accordance with the Policies and Procedures, you
agree that during the period while you are an Independent Consultant, and for one
(1) calendar year following resignation, non-renewal, or termination of your
business, you will not encourage, solicit, or otherwise attempt to recruit or
persuade any other Aphrodite’s Oysters Independent
Consultant to compete with the business of Aphrodite’s
Oysters.

11. Images / Recordings / Consents

You agree to permit Aphrodite’s
Oysters to obtain photographs, videos, and other recorded media of you
or your likeness. You acknowledge and agree to allow any such recorded media to
be used by Aphrodite’s Oysters for any lawful
purpose, and without compensation.

12. Modification of Terms

With the exception of the dispute resolution section in Policies and Procedures, which can
only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in Rule 1 in
the Policies and Procedures.

13. Jurisdiction and Governing Law

The formation, construction, interpretation, and
enforceability of your contract with Aphrodite’s
Oysters as set forth in this Independent Consultant Agreement and any
incorporated documents shall be governed by and interpreted in all respects
under the laws of the State of Delaware without regard to conflict of law
provisions. Louisiana residents: notwithstanding
the foregoing, Louisiana residents may bring an action against Aphrodite’s Oysters Inc. with jurisdiction and
venue as provided by Louisiana law.

14.Dispute Resolution

All disputes and claims relating to Aphrodite’s
Oysters, its products and services, the rights and obligations of an
Independent Consultant and Aphrodite’s Oysters,
or any other claims or causes of action relating to the performance of either an
Independent Consultant or Aphrodite’s Oysters under the Agreement or the Aphrodite’s Oysters Policies and Procedures shall be settled totally and finally by arbitration as
enumerated in the Policies and Procedures in Townsend, Delaware, or such other location as Aphrodite’s Oysters prescribes, in accordance
with the Federal Arbitration Act and the Commercial Arbitration Rules of the
American Arbitration Association, except that all parties shall be entitled to
discovery rights allowed under the Federal Rules of Civil Procedure.

Additionally, you agree not to initiate or
participate in any class action proceeding against Aphrodite’s Oysters, whether in a judicial or mediation or
arbitration proceeding, and you waive all rights to become a member of any
certified class in any lawsuit or proceeding.

This agreement to arbitrate
shall survive any termination or expiration of the Agreement. Nothing in the
Agreement shall prevent Aphrodite’s Oysters from applying to and obtaining from any court having jurisdiction a writ of
attachment, garnishment, temporary injunction, preliminary injunction,
permanent injunction or other equitable relief available to safeguard and
protect its interest prior to, during or following the filing of any
arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other
proceeding.

15.Time Limitation

If an Independent Consultant wishes to bring an action against Aphrodite’s Oysters for any act or omission
relating to or arising from the Agreement, such action must be brought within
one (1) year from the date of the alleged conduct giving rise to the cause of
action. Independent Consultant waives all claims that any other statutes of
limitations apply.

16. Miscellaneous

If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to
the extent necessary to make it enforceable and the balance of the Agreement
will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one instrument. The provisions of this Agreement, including all documents
incorporated herein by reference, embody the whole agreement between you and Aphrodite’s Oysters and
supersedes any prior agreements, understandings and obligations between you and Aphrodite’s Oysters concerning the subject matter of your contract with Aphrodite’s Oysters.

17. Notice of Right to Cancel

You may request a refund on your Starter Kit if it’s done within seven
(7) business days from the date of enrollment. If you cancel, this Starter Kit
fee will be returned within TEN (10) BUSINESS DAYS following receipt by the
seller of your cancellation notice. To cancel this transaction, mail or deliver
written notice, to Aphrodite’s Oysters Inc., 30 Spring Creek Drive, Townsend, DE, 19734, not later than midnight of the
seventh business day following the date of this Agreement.

18. Submission of Electronic W-9

Under penalty of perjury, I certify that (1) the number shown on this form is my correct
taxpayer identification number (or I am waiting for a number to be issued to
me), and (2), I am not subject to backup withholding because: (a) I am exempt
from backup withholding, or (b) I have not been notified by the Internal
Revenue Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and (3) I am a U.S.
Citizen or other U.S. person.