The Replete Mentor program was created for those that are inspired to change their lives and the lives of others. This program gives you the opportunity inspire change and transform your life. Replete is more than a product, it is about our connectivity to the world. All Replete Mentors engage in an education and certification process. Understanding our alignment with the natural cycles of the world is critical to how we thrive mentally, physically and spiritually. Our bodies at the cellular level have a natural binary system that responds to seasonal and circadian changes informing our physical relationships with the day, night and seasonal living. When we are in rhythm with these cycles we are in a sustainable, gentle way of living that reflects vitality, harmony, resilience, and nourishment for our health, our skin and our hearts. This is your life Replete. Welcome! To become a Replete Mentor please complete the application form below. Upon receipt, we will contact you to complete our training and certification program. * Indicates required fields Full Name * E-mail * Phone Number * Fax Number Address (Street, City, State & Zip) * What is your knowledge or experience in the skincare industry? * What is your knowledge or experience with Replete Skincare? * Why do you think you would be a good Replete Mentor? * Final Comments or Questions: Terms & Conditions 1. I understand that as an Independent Consultant (“Consultant”) for Lions Gate Corp., dba Replete™ Skincare, (“Replete™ Skincare”): a. I have the right to offer for sale Replete™ Skincare products in accordance with these Terms and Conditions. 2. I agree to present the Replete™ Skincare products and services as set forth in official Replete™ Skincare literature. 3. I agree that as a Replete™ Skincare Mentor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Replete™ Skincare. I agree that I will be solely responsible for paying all expenses that I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF REPLETE™ SKINCARE FOR FEDERAL OR STATE TAX PURPOSES. Replete™ Skincare is not responsible for withholding, and shall not withhold, if any, FICA, or taxes of any kind. I understand that I am not entitled to workers compensation or unemployment security benefits of any kind from Replete™ Skincare. 4. I have carefully read and agree to comply with the Replete™ Skincare Policies and Procedures, and the Replete™ Skincare Business Entity Addendum (the Business Entity Addendum applies only to business entities that apply to become a Mentor) each of which are incorporated into and made a part of these Terms and Conditions (these two documents shall be collectively referred to as the “Agreement”). If I have not yet reviewed the Policies and Procedures at the time I execute this Agreement, I understand that they are posted in my Mentor Back-Office. I will review the Policies and Procedures within five days from the date on which I execute this Agreement. If I do not agree to the Policies and Procedures, my sole recourse is to notify the company and cancel my Replete™ Skincare Agreement. Failure to cancel constitutes my acceptance of the Policies and Procedures. I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for the Replete™ Skincare Mentor Program. I understand that the Agreement may be amended at the sole discretion of Replete™ Skincare, and I agree to abide by all such amendments. Notification of amendments shall be posted on Replete™ Skincare’s in my Replete™ Skincare Back-Office or sent to me via e-mail. Amendments shall become effective 30 days after notice of the amendments is posted, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of my Replete™ Skincare business after the effective date of amendments shall constitute my acceptance of any and all amendments. 5. The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures). If I fail to annually renew my Replete™ Skincare business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as a Consultant. I shall not be eligible to sell Replete™ Skincare products and services. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization. Replete™ Skincare reserves the right to terminate all Mentor Agreements upon 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. 6. I may not assign any rights under the Agreement without the prior written consent of Replete™ Skincare. Any attempt to transfer or assign the Agreement without the express written consent of Replete™ Skincare renders the Agreement voidable at the option of Replete™ Skincare and may result in termination of my business. 7. I understand that if I fail to comply with the terms of the Agreement, Replete™ Skincare may impose upon me disciplinary sanctions as set forth in the Policies and Procedures. 8. Replete™ Skincare, its parent and/or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release Replete™ Skincare and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release Replete™ Skincare and its affiliates from all liability arising from or relating to my promotion or operation of my Replete™ Skincare business and any activities related to it (e.g., the presentation of Replete™ Skincare products or Career Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Replete™ Skincare for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business. 9. The Agreement, in its current form and as amended by Replete™ Skincare at its discretion, constitutes the entire contract between Replete™ Skincare and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect. 10. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach. 11. If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Agreement will remain in full force and effect. 12. This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. In the event of a dispute between a Consultant and Replete™ Skincare arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures. Replete™ Skincare shall not be obligated to engage in mediation as a prerequisite to disciplinary action against a Consultant. If the parties are unsuccessful in resolving the dispute through mediation, the dispute and shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures. 13. Notwithstanding the foregoing, either Party may bring an action before the courts seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or Mentor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights. The parties may also seek judicial enforcement of an arbitration award. In all actions before the courts, the parties consent to exclusive jurisdiction and venue before the U.S. District Court for the Central District of California, or state court residing in Los Angeles County, California. 14. If a Mentor wishes to bring an action against Replete™ Skincare for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims against Replete™ Skincare for such act or omission. Mentor waives all claims that any other statute of limitations applies. 15. I authorize Replete™ Skincare to reproduce and use my name, photograph, video, personal story, testimonial, and/or likeness in advertising or promotional materials, including but not limited to use on online forums, and waive all claims for remuneration for such use. I waive my right to inspect or approve the finished photographs or advertising copy or printed matter that may be used in conjunction therewith or to the eventual use that the photographs might be applied. 16. A faxed copy of the Agreement shall be treated as an original in all respects. 17. I certify that I am at least 18 years of age. I agree to these terms & conditions.