Master Agreement 

Version: March 2004

IMPORTANT INFORMATION PLEASE READ

Calloway Capital, LLC owns and operates CoachCalloway.com and other affiliated businesses under the Calloway Capital and Coach Calloway brand. This is a formal contract, integrated agreement consisting of 3 main parts.

1. DIRECT SALES AFFILIATE AGREEMENT referred to as (DSA)
2. SALES COMPENSATION PLAN referred to as (SCP) also referred to as SALES PERFORMANCE PLAN.
3. POLICIES AND PROCEDURES referred to as (P&P)

 To become a Direct Sales Affiliate, Independent Sales Representative (ISR), you must agree to all the terms and conditions set out in the DSA, the P&P and the SCP in their entirety.

The DSA, P&P and SCP sets and establishes your rights, responsibilities and obligations as a Direct Sales Affiliate, Independent Sales Representative of Calloway Capital, LLC dba CoachCalloway.com, and the 1% Club. The SCP outlines aspects of the sales productivity requirements and the earning of commissions, bonuses, and other compensation. Please, carefully read all documents in their entirety before proceeding.

Please note that the Master Agreement is entered into for an indefinite duration. You may terminate it at any time by sending a signed written notice of termination to Calloway Capital, LLC / Coach Calloway offices or [email protected] according to our termination and communication policy. 

 Once you have fully reviewed the Master Agreement including all three integrated agreements DSA, SCP and the P&P and if you agree to all terms as outline and you agree to abide by them, please sign and click the “I AGREE” box located at the end of agreements and finalize your application to become a Direct Sales Affiliate, Independent Sales Representative.

Direct Sales Affiliate Agreement (DSA)

The Direct Sales Affiliate Agreement (DSA) Terms and Conditions document outlines the definitions, acronyms, and various terms used throughout the agreement and any associated documents.

Section 1: Definitions and Acronyms

1.1 The terms and acronyms listed below are consistently used throughout this agreement and any related addendums, revisions, or modifications:

• Direct Sales Affiliate Agreement (DSA): This is a legally binding contract between the Independent Sales Representative (referred to as "You") and Calloway Capital (the "Company").
• Policies and Procedures (P&P): These are included within and form an integral part of the DSA.
• Sales Compensation Plan (SCP): Also known as the Sales Performance Plan, these terms are used interchangeably to detail the compensation, commissions, and bonuses as per the included requirements.
• Independent Sales Representative (ISR): This term may also refer to an Independent Distributor, Distributor, Sales Representative, or Sales Rep. It signifies the Affiliate Independent Sales Representative, which is "You."
• Calloway Capital, LLC: This refers to the Company, Corporation, Calloway Capital, Coach Calloway, CoachCalloway.com, Calloway Foundation, Us, or the 1% Club. These terms are interchangeable and denote the legally registered corporation of Calloway Capital, LLC, without implying individual responsibilities or obligations.
• 1% Club: This term denotes the company's membership program under its legal corporate entity, granting membership into Calloway Capital, LLC.
• Affiliate: An ISR or legal entity acting as an ISR, along with all associated parties, agreeing to all terms and conditions set forth in the DSA, P&P, and SCP.
• Agreement: This encompasses the DSA, all Master Terms and Conditions, exhibits, addendums, schedules, policies and procedures, sales performance plan, sales compensation plan, and any orders for memberships, products, or services, as they may be amended over time.

1.2 Gender and number references within this document are inclusive, with male terms including female references, singular terms including plurals, and vice versa.

Section 2: Master Terms and Conditions

 2.1 The DSA is an agreement between You, as an ISR, and Calloway Capital, LLC, a registered Georgia corporation also known as CoachCalloway.com.

2.2 The DSA is an integrated agreement that includes the DSA, P&P, and SCP, along with all related materials for memberships, products, services, and optional solutions offered, subject to amendments.

2.3 As an ISR, you are an independent contractor, not an employee or legal representative of the Company, and are responsible for your own business costs and taxes.

2.4 You have the right to market and sell Calloway Capital memberships and products, provided you adhere to the terms of the Contract and official company literature.

 2.5 You warrant that you are legally authorized to enter this Contract and that all information provided by you is accurate and complete.

2.6 You authorize the Company to transfer and disclose personal and confidential information as necessary for supporting your Distributorship and for legal compliance.

2.7 The effective date of the DSA is when it is accepted by Calloway Capital, either electronically or via a hard copy.

2.8 You agree to indemnify the Company against any claims or actions arising from your business activities.

2.9 The Company's liability is limited, and it is not liable for any special, indirect, or consequential damages, except as specified in the Contract.

2.10 Any disputes will be resolved through arbitration in Georgia, with the proceedings governed by the laws of Georgia.

2.11 Waivers of any provision of this Agreement do not imply waivers of other provisions or breaches.

2.12 This Agreement is the complete and exclusive statement of the agreement between the parties, superseding all prior agreements, and can only be modified in writing, signed by both parties.

Sales Compensation Plan

Direct Sales Affiliate, Independent Sales Representative Compensation Plan Summary

Calloway Capital operates as a Direct Sales Organization (DSO), recruiting independent contractors—referred to as Direct Sales Affiliates or Independent Sales Representatives—to market and sell memberships, products, and services offered by Calloway Capital and CoachCalloway.com.

The potential earnings for Direct Sales Affiliates can vary widely, as success in this role is influenced by individual goals, ambition, time investment, commitment, skills, talents, and leadership abilities. It is important to note that there is no guaranteed level of financial success, and outcomes will differ significantly among participants.

Compensation

Direct Sales Affiliates at Calloway Capital can earn compensation in two primary ways:

• Through personal sales of CoachCalloway.com 1% Club Memberships, Products, and Services.
• Through sales made by their recruited downline sales team or sales organization.

Compensation is derived from the sales of CoachCalloway.com 1% Club Memberships and other approved products and services from Calloway Capital. The amount of compensation depends on the sales representative's level within the organization and the level of the team member who completed the sale.  See the following chart:

Direct Sales Affiliate, Independent Sales Representative	*1% Club Membership Commission % Earned
Level 1 / Direct Sale	1%
Level 2	2%
Level 3	3%
Level 4	5%
Level 5	7%
Level 6	10%
Level 7	20%

*To Earn Qualified Commissions - See Additional Information in Our Policy and Procedures  

SALES BONUS PROGRAMS

1.  Rewards Trip Bonus Program

• To qualify for the “Rewards Trip” program you must reach and keep a minimum of 5,000 Direct Sales Affiliates with active Memberships in good standing.
• Trip is rewarded once per year and is based on qualifying date of December 31 each year.
• Rewards Trip is a 4-day / 3-night trip for the qualifying Direct Sales Affiliates and 1 guest.
• Destination / locations vary and will be determined by Calloway Capital executive management team.
• Trip dates will vary based on location and availability. Normally trip will occur in the springtime between April or May.

2.  Director Bonus Program

• To qualify for the “Director Bonus” program, you must reach and keep a minimum of 10,000 Direct Sales Affiliates with active Memberships in good standing.
• Bonus program is a shard pool with all qualifying Direct Sales Affiliates who divide up and share the director bonus money equally.
• Director Bonus money is calculated by taking 2% of company membership revenue and pooling it for distribution divided among all qualifying Directors.

EXAMPLE (example purposes only):

Company Membership Revenue = $50,000,000 x 2% = $1,000,000 (pool)

10 qualifying directors.

$1,000,000 / 10 = $100,000 bonus pay out / each

SALES COMPENSATION PLAN REQUIREMENTS HIGHLIGHTS & SUMMARY

To earn commission, bonuses, and any other form of compensation in the Sales Compensation Plan, the following requirements must be met:

1. You must be a current CoachCalloway.com 1% Club Member in good standing.
2. You must directly sell a CoachCalloway.com 1% Club Membership or recruit a sales team of qualified Direct Sales Affiliates to sell CoachCalloway.com 1% Club Memberships, Products, and Services.
3. You will be paid the most current documented percentage of the membership fee up to seven levels, starting with you as level one.
4. You must follow all policies and procedures as outlined in the most current policy and procedures documentation.
5. The two bonus programs, Rewards Trip Program and Director Bonus Program, have additional requirements as outlined above. 

Calloway Capital, LLC

Dba: CoachCalloway.com

March 2024

 

Policies and Procedures:

Chapter 1: Your Direct Sales Affiliate Account

1.  Becoming a Direct Sales Affiliate

1.1 Applying to Become a Direct Sales Affiliate

Apply online at CoachCalloway.com or submit a signed hard copy application to Calloway Capital. No purchase of products is necessary to become an affiliate.

1.2 Individual Direct Sales Affiliate Account

One person per account. Changes to account participants can be requested through Calloway Capital's provided means.

1.3 Business Entity Direct Sales Affiliate Account

Business entities can apply for an account. Changes to primary participants or other participants can be requested as per Calloway Capital's procedures.

1.4 Age Requirements

Must be at least 18 years old, with an exception for certain minors aged 16 and above.

1.5 Minors

Minors aged 16 and above can apply with a guardian's signature and supervision.

1.6 Legal Residency

Affiliate agreements must be maintained in the country of legal residency or citizenship.

1.7 Former Direct Sales Affiliates

Former affiliates can reapply under certain conditions.

1.8 Spouses

Spouses can become independent affiliates unless previously a participant in another account.

1.9 Acceptance of Your Direct Sales Affiliate Agreement

Calloway Capital reserves the right to accept or reject applications.

1.10 Taxpayer Identification Numbers

Required for account owners and participants to receive payments.

1.11 Changing to a Business Entity Direct Sales Affiliate Account

Individual accounts can transition to business entity accounts following the proper procedures.

1.12 Mandatory Training

Calloway Capital may require completion of training courses at no cost.

2. Personal Information

2.1 Collection of Personal Information

Calloway Capital collects personal information to support affiliates and communicate about products and business matters.

2.2 Authorization to Transfer, Disclose, and Use Your Personal and/or Confidential Information

Affiliates authorize Calloway Capital to use and disclose personal information for business support and as required by law.

3. Maintaining Your Direct Sales Affiliate Account

3.1 Keeping Your Direct Sales Affiliate Account and Related Information Current

Affiliates must keep their account information up to date and notify Calloway Capital of changes.

3.2 Adding a New Participant to a Direct Sales Affiliate Account

Owners can add a spouse or other participants to their account with Calloway Capital's approval.

3.3 Removing an Existing Participant from a Direct Sales Affiliate Account

Owners can request the removal of participants from their account.

3.4 Starting a Direct Sales Affiliate Account Under a New Sponsor

Former affiliates can start a new account under a new sponsor after a period of inactivity.

3.5 A Beneficial Interest in One Direct Sales Affiliate Account per Individual

Affiliates cannot have interests in multiple accounts, with certain exceptions.

3.6 Acquisition of Beneficial Interest in and Merger of Direct Sales Affiliate Accounts

Mergers and acquisitions of accounts are subject to Calloway Capital's discretion and guidelines.

4. Transferring and Terminating a Direct Sales Affiliate Account

4.1 Transferring Direct Sales Affiliate Accounts

Transfers of ownership or interests in accounts require Calloway Capital's written consent.

4.2 Transfers Upon Death

Accounts can be transferred to heirs or beneficiaries under certain conditions.

4.3 Divorce

Calloway Capital does not divide accounts or payments due to divorce.

4.4 Right to Terminate Direct Sales Affiliate Account

Owners can terminate their accounts as outlined in the policies.

Chapter 2: Operating Your Business

1.  Obligations as a Direct Sales Affiliate

1.1 DSA Code of Ethics

Adhere to the DSA Code of Ethics and contractual ethical requirements.

1.2 Purpose of Your Business

Sell Calloway Capital products and sponsor other affiliates to enhance sales.

1.3 Business Ethics

Conduct your Calloway Capital business ethically and professionally.

1.4 Compliance with Contract

Follow the Direct Sales Affiliate Agreement and associated policies.

1.5 Compliance with Code of Ethics

Abide by the Code of Ethics, which may be updated periodically.

1.6 No False or Misleading Claims

Avoid making false statements related to your Calloway Capital business.

1.7 Compliance with Laws and Regulations

Obey all laws and regulations relevant to your Direct Sales Affiliate activities.

1.8 Counseling Sound Business Practices

Do not encourage unethical practices among other Direct Sales Affiliates.

1.9 Harassment and Sexual Misconduct

Maintain a harassment-free business environment.

1.10 No Contact of Vendors or Scientific Advisory Board Members

Contacting Calloway Capital's partners requires written consent.

1.11 Anti-Corruption

Comply with anti-corruption laws, including the FCPA.

1.12 Maintaining the Company’s Reputation

Uphold Calloway Capital's reputation in all your actions.

1.13 Records Review

Allow Calloway Capital to review your business records for compliance.

2.  Independent Contractor

2.1 Direct Sales Affiliates are Independent Contractors

Acknowledge your status as an independent contractor, not an employee.

2.2 Taxes and Indemnification

Handle your own taxes and indemnify Calloway Capital against employment claims.

2.3 No Authority to Act on Behalf of Calloway Capital

Do not act on behalf of Calloway Capital without authorization.

2.4 Designation as Employer Prohibited

Do not list Calloway Capital as your employer on any documents.

3.  Ordering Products or Services

3.1 Pricing Changes

Calloway Capital can change product prices without notice.

3.2 Submitting Orders in the Name of Another Direct Sales Affiliate

Order submission under another affiliate's name requires written approval.

3.3 Payments Without Sufficient Funds

Immediately rectify any payments returned due to insufficient funds.

3.4 Use of Another Individual’s Credit Card

Using another's credit card requires their written approval.

3.5 Subscription Program

Understand the terms of the subscription program for recurring product orders.

4.  Product Refunds and Exchanges

4.1 Refund Policy

Adhere to the refund policy for product returns.

4.2 Procedures for Obtaining a Refund

Follow proper procedures for product returns.

5.  Sales Compensation Plan

5.1 Sales Compensation Plan

Understand and follow the Sales Compensation Plan.

5.2 Exceptions to Sales Compensation Plan

Calloway Capital may grant exceptions to the compensation plan.

5.3 No Compensation for Sponsoring

Compensation is not provided for sponsoring new affiliates.

5.4 No Guaranteed Income

Income is not guaranteed; success requires effort and commitment.

5.5 Manipulation of Sales Compensation Plan

Do not manipulate the Sales Compensation Plan.

5.6 Commissions and Bonuses

Earn commissions and bonuses per the Sales Compensation Plan.

5.7 Required Membership

Maintain required membership for commission eligibility.

5.8 Timing

Orders count for commissions in the period they're received by Calloway Capital.

5.9 Bonus Recovery

Calloway Capital may recover bonuses under certain conditions.

5.10 Payment Corrections

Report any payment errors within 90 days for correction.

6.  Product Liability and Indemnification

6.1 Indemnification

Calloway Capital will defend against product liability claims, with conditions.

6.2 Requirements for Indemnification

Notify Calloway Capital promptly for indemnification eligibility.

6.3 Indemnification by You

Indemnify Calloway Capital for claims arising from contract violations.

7.  Associating Other Organizations with Calloway Capital

7.1 Associating Other Organizations with Calloway Capital

Do not imply association between Calloway Capital and other organizations.

Chapter 3: Advertising Guidelines

1. Business Support Materials and Trademark Use

•  Use of Business Support Materials

You are permitted to use only official Calloway Capital materials for business representation. Creating or using your own materials is not allowed.

•  Use of Advertising Materials

You can create and use your own advertising materials to promote Calloway Capital, as long as they comply with the guidelines in this chapter.

•  Use of Trademarks and Copyrights

You must not use Calloway Capital's trademarks or copyrights without explicit written permission. Unauthorized use could result in legal action and you will be held liable for any damages caused by misuse.

2 .  Product Claims

2.1 General Limitation

Only make approved claims about Calloway Capital products when advertising.

* Testimonials

Ensure all testimonials disclose relevant information and are approved by Calloway Capital.

3. Income Opportunity Claims

3.1 No Misleading Income Claims

Do not make false or misleading claims about income opportunities with Calloway Capital.

3.2 Requirements for Lifestyle and Income Claims

Any claims must be accurate, not misleading, and in line with Calloway Capital's average earnings.

4. Director Produced Business Support Materials

4.1 Director Business Support Materials:

Only Directors with experience and knowledge of Calloway Capital can produce these materials, and they must comply with company policies.

4.2 No Endorsement by Company

Calloway Capital does not endorse materials produced by Directors and is not responsible for them.

4.3 Agreement for Director Business Support Materials

Directors must sign a License Agreement to use Calloway Capital trademarks in their materials.

4.4 Registration of Materials

Directors must register their materials with Calloway Capital and receive approval before use.

4.5 Direct Sales Affiliate Organizations

These can only be formed by Directors and must follow Calloway Capital guidelines.

5. Mass Media; General Advertising

5.1 Promotions Using Mass Media Prohibited

Do not use mass media for promotion. Personal contact or approved literature is required.

5.2 Media Interviews

Refrain from media interviews unless authorized by Calloway Capital.

5.3 Phone Book Advertising

Specific guidelines apply for phone book listings, including status requirements and content restrictions.

5.4 Distributing Promotional Materials

Distribute materials only through personal contact.

6. Online Selling and Promotion

6.1 Social Media

Use social media in compliance with Calloway Capital's guidelines.

6.2 Social Selling

Sell on approved platforms following the company's guidelines.

6.3 Websites

Use only company-produced or registered websites for promotion.

6.4 Additional Restrictions on Internet Use

Follow specific guidelines for online activities and content.

6.5 Internet Video and Audio

Post content in line with company policies and ensure outdated information is removed.

6.6 Spam

Comply with laws on electronic communication and respect opt-out requests.

7. Lead Generation Services; Meetings and Events

7.1 Lead Generation Services

Ensure leads are legally obtained and comply with regulations.

7.2 Meetings and Events

Be transparent about the purpose of events related to Calloway Capital.

7.3 Recording of Calloway Capital Events and Employees

You may record company events or presentations for private use only and cannot distribute or broadcast them without written consent.

Chapter 4: Sponsoring

1.  Becoming A Sponsor

•  Requirements

To sponsor a new Direct Sales Affiliate, you must own or participate in a Direct Sales Affiliate Account and fulfill all contract obligations.

•  Placement of New Direct Sales Affiliates:

Refer individuals to Calloway Capital by submitting the required forms. Accepted applicants are placed under the sponsor's account but do not grant the sponsor any ownership of the new affiliate's account or information.

•  Distribution of Leads to Unaffiliated Customers

Calloway Capital can sell to unaffiliated customers without paying retail profit or commissions to affiliates. If such customers consent, their contact information may be shared with a selected affiliate.

2.  Responsibilities Of A Sponsor

2.1 Who is the Sponsor

The Direct Sales Affiliate Account that recruits a new affiliate is the sponsor, not the individual owners or participants.

2.2 Training Your Team

Sponsors must train and support their team, ensuring compliance with the contract and laws, resolving disputes, and maintaining communication.

2.3 Line Switching

Sponsors cannot assist affiliates in changing sponsors, as this interferes with Calloway Capital's contracts and may result in penalties.

 2.4 No Purchase Required

Affiliates are not required to purchase products or materials to join, but an active membership is needed for commission payments.

2.5 Accurate Information

Sponsors must not assist in providing false information on company forms.

2.6 Communication with Calloway Capital

Sponsors should not prevent affiliates from contacting Calloway Capital directly and must facilitate communication when needed.

Chapter 5: Restrictive Covenants

1. Ownership of Network

You acknowledge that the Network is a proprietary asset of Calloway Capital, and Direct Sales Affiliates have no ownership or other rights in the Network. The Network is developed for the benefit of Calloway Capital Companies, which may use it to advance their business interests. Direct Sales Affiliates are authorized to use the Network only for authorized Business Activities and to promote Calloway Capital Memberships, Products, and Services through the Network. Protecting the Network from unauthorized use by Direct Sales Affiliates is crucial for the success of Calloway Capital and its Direct Sales Affiliates.

2. Restrictive Covenants

2.1 Non-Solicitation:

No Sale of Third-Party Products Through the Network: You cannot promote, market, or sell third-party products or services to anyone in the Network unless there's a pre-existing business relationship with them before either became a Direct Sales Affiliate or Customer. You may continue selling your own services and products to customers who become Direct Sales affiliates if they were customers before joining. However, you cannot offer third-party products or business opportunities in conjunction with Calloway Capital's offerings, package them together, or promote them at Calloway Capital events without written consent.

Non-Solicitation of Direct Sales Affiliates: You must not recruit or sponsor any Direct Sales Affiliate or Customer to join, promote, sell, or participate in another Direct Sales Company, or encourage them to alter their relationship with Calloway Capital. These obligations survive for two years after your resignation or termination as a Direct Sales Affiliate, or any change in ownership status of a Direct Sales Affiliate Account you own.

2.2 Exclusivity

Direct Sales Affiliate Accounts with a title higher than Independent Sales Representative are compensated and promoted by Calloway Capital as key leaders and must not engage in activities that would conflict with this role.

2.3 Confidentiality of Direct Sales Affiliate Account Information

As a Direct Sales Affiliate, you may have access to confidential information about other Direct Sales Affiliate Accounts and their Teams for business support purposes. This information is confidential, and you must not disclose it to anyone not employed by Calloway Capital or not an owner or Participant in the Direct Sales Affiliate Account owned by you or in which you are a Participant. This confidentiality obligation continues for two years after the termination or expiration of your Direct Sales Affiliate Agreement.

2.4 Non-Disparagement

In consideration of recognitions and compensation received, you agree not to make misleading, unfair, inaccurate, or disparaging statements about Calloway Capital, its business, Direct Sales Affiliates, employees, or its offerings. Violating this agreement may result in termination of your Direct Sales Affiliate Account and rights. This agreement does not prevent you from participating in inquiries, investigations, or providing truthful testimony in legal proceedings. This obligation also continues for two years after the termination or expiration of your Direct Sales Affiliate Agreement.

3. Remedies

Violating these covenants can cause irreparable harm to Calloway Capital, and monetary damages may be insufficient. Calloway Capital may seek an injunction or other legal remedies, including damages, without prior notice. The prevailing party in any legal action will be reimbursed for costs and attorney's fees by the non-prevailing party.

4. Enforceability

If any provision of these covenants is deemed excessive, the remaining provisions will still be valid and enforceable to the maximum extent allowed, and the excessive provisions will be reformed accordingly.

Chapter 6: Enforcement of Contract

1. The Contract

Your relationship with Calloway Capital is governed by a written contract, which may be amended by the company as outlined in the Policies and Procedures. You cannot amend the contract unless both you and Calloway Capital agree in writing. The contract cannot be altered by any practice, course of dealing, or verbal agreements, except as specifically provided in Chapter 10, Section 1.

2. Acts of Owners, Participants, and Others

Actions by any person associated with a Direct Sales Affiliate Account are considered the acts of the account owner and participants and are subject to the contract terms.

3. Investigation, Discipline, and Termination Procedures

Calloway Capital has a process for investigating alleged contract violations by Direct Sales Affiliates and may take disciplinary action or terminate an affiliate based on these investigations. Alleged violations can be reported by various sources and Calloway Capital will follow specific procedures before any legal or arbitration proceedings related to these violations can commence.

4. Remedies

Violations of the contract may cause Calloway Capital irreparable harm, and the company may seek injunctions or other legal remedies, including damages. The prevailing party in any legal action will be reimbursed for costs and attorney's fees by the non-prevailing party.

5. Termination of Contracts and Direct Sales Affiliate Accounts

Calloway Capital or the Direct Sales Affiliate may terminate the contract at any time. Termination results in the loss of all rights and benefits associated with being a Direct Sales Affiliate, including the permanent loss of the team associated with the terminated account. Pending investigations or unresolved legal issues related to the account must be resolved before any team roll-up occurs.

6. Enforceability

If any provision of the contract is deemed excessive, the remaining provisions will still be valid and enforceable, and the excessive provisions will be reformed.

Chapter 7: Arbitration Agreement; Class Action Waiver; Voluntary Mediation

1. Mandatory Arbitration

All disputes arising under or related to the Contract must be resolved through binding arbitration in Forsyth County, Georgia, in accordance with the rules and procedures set forth in the Contract and the American Arbitration Association.

2. Scope of Arbitration

Arbitration is mandatory for all disputes, defined broadly to include any claims between the parties, whether based on contract, tort, statute, or other legal grounds.

 Definition of Dispute

A "Dispute" encompasses any past, present, or future claims, disputes, or causes of action between the parties, including those involving other Direct Sales Affiliates or related to the Direct Sales Affiliate's business.

4. Voluntary Mediation

Before arbitration, parties may choose to engage in voluntary mediation to resolve their disputes.

5. Commencing Arbitration

To initiate arbitration, the aggrieved party must follow the specified procedures, including notifying the other party of their intent to arbitrate.

6. Arbitration Rules and Process

Arbitration will be conducted under the American Arbitration Association's rules, with agreed modifications, and the arbitrator's decision will be confidential and enforceable in court.

7. Survival and Severability

The arbitration agreement will survive the termination of the Contract, and if any part is found unenforceable, the remainder will still apply.

Chapter 8: Indemnification; Waivers of Claims; Limitation of Liability; Defense of Third-Party Claims

1. Indemnity

You agree to indemnify Calloway Capital for any damages resulting from your breach of contract or misconduct.

2. Waivers of Damages

You waive the right to claim any indirect or consequential damages from Calloway Capital for contract breaches or non-contractual duties.

3. Limitation of Liability

Calloway Capital's liability for any claims related to the agreement is limited to the amount you paid to the company in the last year, minus expenses.

4. Defense of Third-Party Claims

You must defend Calloway Capital against third-party claims related to your actions as a Direct Sales Affiliate. If Calloway Capital chooses to defend itself, you are responsible for the costs. 

Chapter 9: Calloway Capital Reservation of Rights

Calloway Capital reserves the right to sell directly to unaffiliated customers without paying commissions to Direct Sales Affiliates. Additionally, Calloway Capital may sell products through online marketplaces and under different brands or trademarks without any obligation to Direct Sales Affiliates.

Chapter 10: General Terms

1. Changes to the Contract

Calloway Capital may amend the contract, including the Policies and Procedures, at any time. Affiliates accept new terms by continuing their business activities.

2. Waivers and Exceptions

Waiving any contract provision does not mean other provisions are waived. Provisions that naturally extend beyond contract termination will remain in effect.

3. Integrated Contract

The contract, including the Direct Sales Affiliate Agreement, Policies and Procedures, and Sales Compensation Plan, constitutes the entire agreement between Calloway Capital and the Affiliate.

4. Severability

If any contract provision is invalid, the rest of the contract remains enforceable.

5. Choice of Law

The contract is governed by Georgia law, without regard to its conflict of laws principles.

6. Choice of Venue

Disputes will be resolved in Forsyth County, Georgia.

7. Waiver of Class and Representative Actions

Affiliates waive the right to participate in class or representative actions against Calloway Capital.

8. English as Prevailing Language

The contract is primarily in English, and the English version prevails over any translations.

9. Third Party Beneficiary Rights

No third-party beneficiaries are created by the contract.

10. Notices

Notices must be in writing and will be considered given when received by Calloway Capital.

11. Successors and Claims

The contract binds successors and assigns, subject to Calloway Capital's consent for Affiliate transfers.

12. Headings

Headings are for reference only and do not define, limit, or describe the scope of the contract.

13. Internal References

References within the contract to its sections are based on the document's structure as of the knowledge cutoff date.

14. Plurality and Gender

Words in the singular include the plural and vice versa; gender-specific terms include all genders.

CONTACT US:

if you have any questions please contact us by email at

[email protected]