1. Legal Right. AFFILIATE covenants and warrants that he/she is at least 18 years of age and has the unlimited legal right to enter into this Agreement and to perform in accordance with its terms without violating the rights of others or any applicable law and he/she has not and will not become a party to any other agreement of any kind which conflicts with this Agreement.  AFFILIATE will indemnify and hold harmless LCES, its agents and employees from any and all damages, claims and expenses arising out of or resulting from any claim that this Agreement violates.  Breach of this warranty will operate to terminate this Agreement automatically without notice.

2. Conduct. AFFILIATE acknowledges and agrees that duties performed under this Agreement involve Christian ministry under the principles of the Seventh-day Adventist Church, and that membership in good standing in the Seventh-day Adventist Church and adherence to the fundamental faith and religious beliefs of the Seventh-day Adventist Church is essential to the proper performance of said duties.  AFFILIATE therefore covenants that he/she will maintain and uphold the principles, purposes, goals and methods of LCES and will refrain from using LCES and/or its affiliate programs as a platform to advocate teachings at variance with the teachings and policies of the Seventh-day Adventist Church or to promulgate controversial topics, whether mainstream or offshoot and whether theological or otherwise.  AFFILIATE also covenants not to engage in any activity or practice, whether in the performance of his/her duties under this Agreement or otherwise, that is at variance with or a hindrance to the principles, purposes, goals and/or methods of LCES or that will reasonably link LCES and/or its affiliate programs with teachings at variance with the teachings and policies of the Seventh-day Adventist Church or with controversial topics, whether mainstream or offshoot and whether theological or otherwise.  AFFILIATE agrees that AFFILIATE’s conduct shall at all times be subject to review by the LCES Administrative Committee, and that if at any time the Committee determines that AFFILIATE’s conduct is at variance with and/or damaging to the teachings and policies of the Seventh-day Adventist Church or the principles, purposes, goals and/or methods of LCES and/or its affiliate programs, this Agreement shall be terminated.

3. Provisions of this Agreement. The provisions of this Agreement, as well as the Application, Policies and Procedures, incorporated herein by reference, constitute the entire agreement between the parties hereto, and no other additional promises or agreements of any kind shall be valid unless in writing and signed by an authorized officer of LCES.

4. Distribution of LCES Products.
   • LCES agrees to sell certain products or merchandise, generally known as missionary literature, to AFFILIATE. LCES agrees to provide AFFILIATE a list of available products for AFFILIATE to sell/distribute. At all times, AFFILIATE shall have the sole authority and right to sell/distribute LCES’s products.
   • AFFILIATE agrees to follow legal and ethical means in the distribution/sale of products.
   • AFFILIATE agrees that the customers who subscribe to LCES products and receive official LCES receipts are deemed to be customers of LCES not AFFILIATE.  Notwithstanding the foregoing the designation “customer” shall be limited to the provision of goods, and shall not extend liability to LCES for any services performed or advice given by AFFILIATE.

5. Compensation. AFFILIATE acknowledges that no benefits are payable by LCES to AFFILIATE, and that AFFILIATE’s compensation will depend on sales made by AFFILIATE.
   • AFFILIATE may receive deep discounts that could be up to 40% of AFFILIATE’s total purchases from LCES, which may vary by territory.
   • AFFILIATE agrees to refrain from making any representation or statement to the effect that LCES will reimburse any financial loss which may occur.  Further, AFFILIATE shall not represent directly or indirectly that any person may, can, or will earn any stated gross or net amount, nor that sponsorship of other AFFILIATES is easy to secure or retain, or that substantially all AFFILIATES will succeed.

6.  Expenses. AFFILIATE shall be responsible for all expenses incurred while performing services under this Agreement including (but not limited to) license fees, memberships and dues, automobile and other travel expenses, meals and entertainment, insurance premiums, and all salary, expenses and other compensation paid to employees or contract personnel the AFFILIATE hires to complete the work under this Agreement.

7. Independent Contractor Status. AFFILIATE is an independent contractor, not LCES’s employee. AFFILIATE’s employees or contract personnel are not LCES’s employees. AFFILIATE does not have authority to enter into contracts on LCES’s behalf. AFFILIATE and LCES agree to the following rights consistent with an independent contractor relationship:
   • AFFILIATE has the right to perform services for others during the term of this Agreement, providing such services do not directly compete with the services rendered under this Agreement and that such services are in harmony with the teachings and policies of the Seventh-day Adventist Church.
   • AFFILIATE has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
   • Subject to any restrictions on AFFILIATE’s territory contained in this Agreement, AFFILIATE has the right to perform the services required by this Agreement at any location or time.
   • AFFILIATE will furnish all equipment and materials used to provide the services required under this Agreement.
   • AFFILIATE has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
   • LCES shall not require AFFILIATE or AFFILIATE’s employees or contract personnel to devote full time to performing the services required by this Agreement.

8. AFFILIATE/Client Relationship Disclaimer. AFFILIATE agrees that LCES is not a party to any agreements formed between AFFILIATE and the AFFILIATE’s client(s) or prospective client(s), and that LCES is not liable for any breach of contract, tort, or other disagreement between AFFILIATE and the AFFILIATE’s client(s) or prospective client(s).  Additionally, AFFILIATE agrees that he/she is solely responsible for any advice or information provided to a client, prospective client, or any individual, whether given casually or in the course of a formal consultation.  The AFFILIATE shall indemnify LCES, its agents and employees against all actions, claims, demands, costs and expenses incurred or made against LCES, its agents and employees in respect of any loss or damage or personal injury (including death) which arises from any advice given or anything done or omitted to be done by AFFILIATE under this Agreement, to the extent that such loss, damage or injury is caused by the negligence or other wrongful act of the AFFILIATE, his/her employees or contract personnel.

9. Intellectual Property Rights. AFFILIATE agrees that all information, materials, documents, know-how, and/or creations (and any replications of those) in any form developed or conceived for or in connection with LCES projects will be the sole property of LCES.  All information, materials, and documents LCES provides to AFFILIATE are also property of LCES.  LCES will retain ownership of any and all pre-existing products, materials, tools, methodologies, technologies, programs and intellectual property rights of AFFILIATE.

10. Use of LCES Logos. AFFILIATE agrees that use of the all LCES logos (hereinafter “Logos”) by AFFILIATE is strictly prohibited except under the following limited circumstances:  1) in AFFILIATE’s advertising, marketing collateral, or websites that reference the AFFILIATE’s connection with LCES programs and for which prior written approval has been obtained from the LCES head office.  2) in AFFILIATE’s advertising, marketing collateral, or websites or a specific area of AFFILIATE’s advertising, marketing collateral or websites exclusively dedicated to the promotion of LCES programs, products or services and for which prior written approval has been obtained from the LCES head office.
    • Use of the Logos by AFFILIATE under the above circumstances is prohibited Logos are altered, whether with regards to proportion, colours (excepting black and white reproductions), or otherwise. 
    • Notwithstanding the foregoing, AFFILIATE shall be entitled to make use of all forms or documents or products provided to AFFILIATE by LCES on which the Logos are displayed.
    • LCES reserves the right, at its sole discretion, to terminate or modify permission to display the Logos, and may request that AFFILIATE modify or delete any use of the Logos that LCES, at its sole discretion, determines does not comply with these guidelines or might otherwise impair LCES’s rights in the Logos.  LCES further reserves the right to object to uses which LCES, at its sole discretion, determines are unfair uses or misuses of its trademark or otherwise violate applicable law.

11. Business Permits, Certificates and Licenses. AFFILIATE shall comply with all federal, provincial, and local/municipal laws requiring business permits, certificates and licenses required to carry out the services to be performed under this Agreement.
12. Taxes. AFFILIATE shall be responsible for payment of all taxes including federal, provincial and local/municipal taxes arising out of AFFILIATE’s activities in accordance with this Agreement, including (by way of illustration but not limitation) federal and provincial income tax, applicable sales taxes, Canadian Pension Plan premiums, Employment Insurance premiums/taxes, Workers’ Compensation premium/taxes, and any other taxes, premiums, assessments or business license fees as required.

13. Non-Compete. While AFFILIATE is free to perform services for others during the term of this Agreement, AFFILIATE agrees not to purchase and sell products that are in competition with the products of LCES.

14. Unemployment Compensation. LCES shall make no provincial or federal unemployment compensation payments on behalf of AFFILIATE or AFFILIATE’s employees or contract personnel. AFFILIATE will not be entitled to these benefits in connection with any work performed under this Agreement.

15. Insurance. AFFILIATE will carry general liability and automobile liability insurance. In the event AFFILIATE fails to carry such insurance he/she will indemnify and hold harmless LCES, its agents and employees from and against any damages, claims, and expenses arising out of or resulting from work conducted or representation made by AFFILIATE or AFFILIATE’s employees or contract personnel. LCES shall not provide insurance coverage of any kind for AFFILIATE or AFFILIATE’s employees or contract personnel.

16. Indemnity by LCES. LCES covenants and agrees to indemnify and hold AFFILIATE harmless from any and all claims, demands, liabilities, actions, fees, costs or expenses of any kind relating to, arising from or out of, or incidental to AFFILIATE’s relationship with LCES, provided, however, that nothing herein shall be construed to waive, hold harmless or indemnify AFFILIATE for violation or breach of any covenant or representation by AFFILIATE contained in this Agreement, or for any negligent or intentional actions of AFFILIATE in performance of services under this Agreement. This indemnity is irrevocable and severable from this Agreement and shall survive the termination of this Agreement.

17. Consent and Indemnity by AFFILIATE. AFFILIATE agrees without further consideration or compensation, to the use (full or in part) of AFFILIATE’s name, voice, image, likeness, and any attributes of AFFILIATE’s personality in any marketing or promotional material created or used in connection with LCES products and services.  AFFILIATE assigns to LCES any and all claims of copyright that AFFILIATE may have in such works, and the exclusive and perpetual right throughout the world, to use, print, produce, publish, copy, display, perform, exhibit, transmit, broadcast, disseminate, market, advertise, sell, lease, license, transfer, modify, and create derivative works from such works, in any media or format, now known or unknown, for any purpose whatsoever.  AFFILIATE waives any right to inspect or approve such work and agrees to indemnify and hold harmless LCES, its agents and employees, all persons acting under its authority, and those for whom it is acting, from all claims, causes of action and liability of any kind, now known or unknown, in law or in equity, based upon or arising out of such works or this Agreement including, without limitation, claims of libel, slander, invasion of privacy, right of publicity, defamation, trademark infringement, and copyright infringement.

18. Confidentiality. AFFILIATE will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of LCES without LCES’s prior written permission except to the extent necessary to perform services on LCES’s behalf. Proprietary or confidential information includes but is not limited to:
    • The written, printed, graphic or electronically recorded materials furnished by LCES for AFFILIATE to use.
    • Business plans, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, and
    • Information belonging to customers and suppliers of LCES about whom AFFILIATE gained knowledge as a result of AFFILIATE’s services to LCES.

Upon termination of AFFILIATE’s services to LCES, or at LCES’s request, AFFILIATE shall deliver to LCES all materials in AFFILIATE’s possession relating to LCES’s business.

19. Territory. AFFILIATE shall restrict his/her advertising to the physical territory designated by LCES. LCES reserves the right to change the AFFILIATE’s physical territorial designation at any time. Virtual advertising may be controlled by LCES should LCES see harm done by too many affiliates using the same virtual platform.
20. Termination of this Agreement.  This Agreement may be terminated by either party on two (2) weeks’ notice to the other party. All such notices shall be by certified mail or delivered personally. Notwithstanding anything contained herein, LCES shall be entitled, at its sole discretion, to terminate this Agreement immediately without prior notice to AFFILIATE upon the occurrence of any of the following events:
    • AFFILIATE is charged or convicted of a criminal offense; and/or
    • It is discovered that AFFILIATE provided false or misleading information on his/her application form.

Furthermore, this Agreement shall be terminated automatically without further notice if the AFFILIATE is inactive for more than 365 days.  “Inactive” is defined as AFFILIATE’s lack of involvement in LCES missionary activities or failure to purchase literature.

21. Severability. If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in effect.

22. Waiver. Failure to invoke any right, condition, or covenant in this Agreement by either party will not be deemed to imply or constitute waiver of any rights, condition, or covenant and neither party may rely on such failure.

23. Notices. All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:
    • When delivered personally to the recipient’s address as stated in this Agreement
    • Seven (7) days after being deposited in Canadian mail, with postage prepaid to the recipient’s address as stated in this Agreement, or
    • When sent by fax or email to the last fax number or email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

• Notices as to AFFILIATE:   At the registered email address.
• Notices to LCES:   at help@lifestylebooks.ca

24. Assignment. AFFILIATE understands that this Agreement is non-transferrable and the rights and obligations of either party hereto shall inure to the benefit of and shall be binding upon the heirs, successors, representatives, and assigns of the parties hereto; provided, however, this Agreement shall not be assigned by either party without the prior written consent of the other party which, in the case of LCES, may be withheld at LCES’s sole discretion.
25. Dispute Resolution. Should any dispute arise concerning the interpretation or enforcement of this Agreement, the parties agree to submit such dispute for resolution under the terms of the General Conference Dispute Resolution process then in place.

26. Lawyer Fees and Costs. In the event that either party to this Agreement shall enforce any of the provisions hereof by any action at law or in equity or through dispute resolution as called for in this Agreement, the unsuccessful party to such action agrees to pay to the prevailing party, all costs and expenses, including reasonable lawyer’s fees incurred therein by the prevailing party, including all such costs and expenses incurred with respect to an appeal, and such may be included in the Judgment entered in such action.

27. Entire Agreement. This Agreement expresses the entire agreement between LCES and AFFILIATE regarding this matter. This Agreement can only be modified with another written agreement signed by both LCES and AFFILIATE. This Agreement shall be construed in accordance with the laws of the Province of Ontario, which shall be the choice of jurisdiction for any action unless otherwise agreed to by the parties.