Sigma Distributors, Inc. 2020 Standard Members Rules

Please carefully read these Members Rules for Sigma Distributors, Inc. (Sigma), which apply to all Smart Living Company Product Line Re-Seller Accounts (Member (ship)).   If you do not wish to comply with these Rules, you should immediately cancel your membership in accordance with Section 4 below.

1. Member. Subject to your compliance with these Terms and Conditions you agreed to when purchasing for re-sale the Smart Living Company Product Line (SLC), you will have the right to purchase merchandise from your Sigma account.
2. Account Registration. You agree to provide us with accurate and complete information, including your legal name, street address, email address, telephone number and past SLC membership number.   All information will be subject to the standard Sigma Privacy Policy. You warrant that any credit card or bank account information you provide is accurate and that you have the right to use the account.  If you are a re-seller based in California, you will need to have your Re-Seller Certificate on file with Sigma.
3. Member Fees. We are currently not requiring a fee to open an account with Sigma to re-sell the Smart Living Company Product Line; this can change, and members will be notified at that time.
4. Account Cancellation. To cancel your Sigma SLC account, call the current toll-free number 800-324-5052, or email us at customerservice@sigmaslc.com
5. Fees and Credits. Members are responsible for all charges incurred and payment for any merchandise or materials you order from Smart Living Company.  All amounts paid to Sigma are nonrefundable. Upon suspension, cancellation, or termination of your account any unused credits or funds remaining in your account remain the property of Sigma.
6. Product Pricing. Prices for our products are subject to change without notice.  We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.   We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
7. Rebate Program. We are not currently offering a Rebate Program.
8. Volume Discount. We are not currently offering a Volume Discount Program.
9. Suspension. If you fail to pay for any purchases from Sigma, if any fees or charges are due but unpaid to Sigma, or if your account is delinquent, Sigma may automatically apply any credits in your account to pay the balance due, or your account may be suspended or canceled at Sigma's discretion. Your account may be suspended if you become inactive or do not place at least one merchandise order per year.
10. Termination. Sigma may immediately terminate your account, if you breach any provision of these Rules, engage in any prohibited activities or aid and abet anyone listed in a Fraud Alert or if you fail to pay any fees or charges when due. Sigma also reserves the right to terminate any Member’s Account.  If your account is terminated for any reason other than non-payment, you may not rejoin Sigma. The provisions of Sections 8 through 21 will survive suspension, termination or cancellation.
11. Communication. Throughout the course of your Membership, Sigma may contact you for administrative and promotional reasons by mail, email or telephone, including pre-recorded messages. You may be able to opt out of some of these communication channels by emailing Customer Service customerservice@sigmaslc.com.
12. Prohibited Activities. You may not directly or indirectly (a) use the names Sigma; Sigma Distributors, Inc.; Smart Living Company or SLC in the conduct of your business, (b) infringe on any Sigma trade names, trademarks or copyrights, (c) contact or solicit other Sigma members, (d) use your Sigma membership in any manner or for any purpose other than selling Sigma products, (e) distribute Sigma products outside authorized sales channels, (f) engage in any unlawful, unfair or deceptive business practice, (g) fail to conduct your business in an honest and ethical manner, (h) engage in any abusive, tortious or unprofessional language or conduct, (i) violate any applicable law or regulation, (j) compete against Sigma or its affiliates, (k) do anything to harm Sigma, its affiliates or other members, or degrade Sigma's goodwill or reputation, or (l) do business with any person who does any of the foregoing or is listed in a Fraud Alert.
13. Compliance. You are solely responsible for all aspects of operating your business. You agree to comply with all applicable federal, state and local laws, ordinances and regulations in connection with the operation of your business and the sale and marketing of our products. You agree to comply with any manufacturer’s restrictions on the sale of their products. You agree to indemnify and defend Sigma from any claims or demands in connection with your negligence, misconduct or violation of any laws.
14. Taxes. You are solely responsible for calculating, collecting, withholding, reporting and paying any and all applicable taxes, duties and levies, including without limitation states and local sales and use taxes, and federal and state income taxes.
15. Trademarks and Copyrights. You may not use the names or logos of Sigma; Sigma Distributors, Inc.; Smart Living Company; SLC or any other trademarks or trade names owed by Sigma or its affiliates, or any confusingly similar names, in any manner. You may not use the name or likeness of any Sigma spokesperson, employee or other member. You may not copy or link to https://www.sigmaslc.com/ or any other website of Sigma or its affiliates. You may not copy or use any copyrighted text, graphics, info graphics, video’s, CD-ROM or online content of Sigma or its affiliates. You may only copy or use designated Sigma product descriptions, product photographs, and .jpg files on your website to advertise products you purchased from Sigma for sale to your customers, and not in any other manner or for any other purpose. You may not delegate or authorize any other person do so, whether on your behalf or otherwise. 
16. Representation of the Brand.  All content and imagery used to represent the products and product listing will be provided by Sigma.  If you do not use the content and imagery provided by Sigma, you will be suspended or terminated from the program.  The representation of the brand must be accurate to the branding of Sigma.  Sigma products cannot be co-branded, or mis-branded under another brand name.
17. Warranty Exclusion. SIGMA IS NOT LIABLE FOR ANY LOSSES, COSTS OR DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR MEMBERSHIP, THE SERVICES WE PROVIDE OR THE SALE OF OUR PRODUCTS. NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS GIVEN OR ASSUMED BY SIGMA OR ITS AFFILIATES, AND ALL SUCH WARRANTIES, REPRESENTATIONS AND TERMS ARE HEREBY DISCLAIMED AND EXPRESSLY EXCLUDED. NO ADVICE OR INFORMATION GIVEN BY SIGMA OR ANY OF OUR REPRESENTATIVES SHALL CREATE ANY WARRANTY.
18. Damage Limitation. OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR MEMBERSHIP SHALL NOT EXCEED THE TOTAL AMOUNT OF THE MEMBERSHIP FEES YOU HAVE PAID TO US WITHIN THE PRIOR YEAR.  SIGMA AND ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY PUNITIVE OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
19. Notice of Claims. Members will promptly notify Sigma in writing if any third party makes any claim of infringement of any copyright, trademark or patent. If in our judgment the sale or use of any Sigma products may be found to infringe the property rights of a third party or presents a consumer safety hazard, we may, at our option, require you to return the infringing products for a merchandise credit or exchange.
20. No Agency. Members agree and acknowledge that you and Sigma have an independent business relationship. Nothing about your Membership or provided for in these Rules shall be deemed to create a partnership, franchise, joint venture or agency, and neither party is the other's partner, franchisee, employee, agent or representative. You will not state, imply or hold yourself out to anyone as being associated, affiliated with, endorsed by or have exclusivity with Sigma, and have no right to obligate or bind Sigma in any manner whatsoever.
21. Third Parties. These Rules are intended and agreed to be solely for the benefit of the Member, Sigma and its affiliates, and no other party shall accrue any benefit, claim or right of any kind whatsoever hereunder.
22. Arbitration. Any controversy, dispute, claim or action of any nature whatsoever arising out of, in connection with, or relating to your Sigma Members account or these Rules, or in any way involving you and Sigma, including any issues of arbitrability, the scope or applicability of this agreement to arbitrate shall be resolved by binding arbitration before a retired judge at JAMS ( http://www.jamsadr.com/) in Santa Monica, California, pursuant to the JAMS Streamlined Arbitration Rules & Procedures and the JAMS International Arbitration Rules. Any such controversy, dispute, claim or action must be brought in your individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Judgment on any interim or final award may be entered in any court having jurisdiction. The prevailing party shall be awarded all costs and expenses, including without limitation all arbitration, expert witness and attorney’s fees, costs and expenses.  You may opt out of this arbitration clause of this agreement by notifying Sigma in writing within (90) ninety days of you opening an account. 
23. California Law and Venue. Your Membership is deemed to be entered into and performed in Santa Monica, California. These Rules shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of law provisions. You consent to exclusive personal jurisdiction and venue in Los Angeles County, California, and agree that it shall be the sole forum and venue for any and all disputes involving Sigma, including without limitation small claims actions.
24. Non-Disclosure. As part of your Membership, you agree that confidential information disclosed orally or in writing or made available by Sigma shall not be disclosed to any third party without the written consent of Sigma. “Confidential information” shall include all information or material that has or could have commercial value or utility in Sigma’s business. This confidential information includes, but is not limited to, the following: financial information, pricing information, manufacturing and manufacturers, marketing plans, business plans and strategies, customer lists, research and development, know-how, trade secrets, sales techniques and processes, and any other business, marketing, manufacturing, financial, technical or other information that Sigma solely deems disclosed in circumstances of confidence. As a Member you agree that any confidential information disclosed prior to these current Members Rules was intended and shall be deemed as confidential information. All obligations with respect to confidential information shall survive termination or expiration of your agreement to these Members Rules for a period of 5 years from the date of termination or expiration of your Membership agreement.
25. Non-Circumvention. In addition to the Non-Disclosure rules above, Members agree to not circumvent Sigma’s business relationships and work with third parties, including, without limitation, business associates, customers and clients, financial sources, suppliers, manufacturers, consultants, and other third party vendors that has been disclosed to you directly or indirectly by Sigma. “Non-Circumvention Conduct” means contacting, discussing, or transacting business with such third party, without the prior knowledge and written consent of Sigma. This non-circumvention provision shall be in-force during your term of Membership and shall extend for three (3) years after the termination or expiration of your agreement to these Membership Rules and your Membership agreement.
26. Promotions. As a Member of Sigma, you agree to abide to all current and future Terms & Conditions for promotions featured on the Sigma website, emails, social media, brochures, and other forms of communications. The Terms & Conditions for these promotions are subject to change at any time without notice at the sole discretion of Sigma. Changes that may occur include, but are not limited to, the following: delisting for “out-of-stock” items, changing length of promotional time-period, substitution of product, modification of promotional terms, and other possible changes.
27. Membership Performance. Every single testimonial on our website if verified and real, which means we have signed permission for members to use their particular story. However, we can't guarantee your experience will be similar (maybe you'll set the next record). It depends on your effort, previous business experience and expectations. These active participants represented are among our most successful members in testimonials likely have spent a substantial amount of hours per week on their business and have likely spent money outside of Sigma and used marketing methods including but not limited to internet market places, internet auctions, internet marketing, sub wholesaling, and strategies to effectively make their business work for them. Their testimonials should not be considered as guarantees or projections of your actual experience. You risk some time and any expenses you incur while running a home business (such as marketing and rent). These testimonials should not be guarantees or projections of your actual experience and you may not be as successful. Remember the ball is in your court and what you choose to do with your business is up to you. 
28. Miscellaneous. If one or more provisions of these Rules shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be construed as a waiver. Neither your Membership, these Rules, nor any of your rights or obligations thereunder may be assigned, transferred or delegated to any third party without Sigma's prior written consent.
29. Amendments. The Rules may be revised or amended by Sigma at any time in its sole discretion, by posting the revised Rules at www.smartlivingcompany.com/membership-rules and the amended Rules will become effective 30 days after posting. No representative or agent from Sigma may modify or waive any of these Rules, except in writing signed by the President of Sigma.
30. Entire Agreement. The agreement you entered into when you joined Sigma, the Sigma Privacy Policy, Terms of Use and these Rules constitute the complete agreement between you and Sigma, and supersede any other promise, representation or agreement, whether written or oral.