As a Taste Trunk Ambassador, I understand and agree with Taste Trunk (referred to as "Taste Trunk or the Company"), that our relationship will be governed by the terms of this Agreement as follows:

  1. Definition of this Agreement. That as an active Taste Trunk Ambassador, I understand I am responsible for the means and methods by which I make sales. I also understand that I must comply with the Company's Policies and the Company's Payment Plan. To the extent not reflected in this document, my agreement with Taste Trunk also requires me to employ integrity, honesty and responsibility in my behavior and actions with Taste Trunk, my customers and my fellow Taste Trunk Ambassadors, including and without limitation, presenting and promoting Taste Trunk products in a truthful manner. All of the duties and obligations reflected in this document and the Policy Guide constitute my agreement with Taste Trunk (referred to as "this Agreement").

  2. Independent Contractor Status. I am entering this Agreement as an independent contractor and not an employee of Taste Trunk. I will be solely responsible for paying all expenses incurred by me, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. I will have and maintain control of the manner and means of my performance under this Agreement and will not be treated as an employee with respect to any services for federal or state tax purposes. The Company is not responsible for withholding, and shall not withhold or deduct from my payment plan amounts, if any, FICA or taxes of any kind, unless such withholding becomes legally required. I will be responsible for payment of all applicable income, self-employment and other taxes. I will not be eligible for and will not participate in any pension, or fringe benefit plan sponsored by Taste Trunk and will not be covered by its workers' compensation or unemployment insurance or retained coverage. I will not be eligible for and will not participate in any commission payouts without an active subscription. I am not entering into a partnership or joint venture with Taste Trunk, nor will I have power or authority to incur any debt, obligation or liability on its behalf.

  3. Sales Tax. I understand that a sale is not final until input into the Taste Trunk on-line order system and that the appropriate sales/use tax amount will be charged, collected and remitted to the appropriate agencies. When my orders are placed with the Company, sales tax is charged on the actual selling price. I agree to be bound by all sales tax collection agreements between the Company and all appropriate taxing jurisdictions, and all related rules and procedures.

  4. Services to be Performed by Taste Trunk Ambassador. I will promote and sell products from the Taste Trunk website by personally recommending these products (as defined in the Policy Guide, a copy of which I have read). I will sell Taste Trunk Products only to ultimate consumers. I will inform my customers that Taste Trunk offers a Return Policy only for non-perishable items with respect to all Taste Trunk Products. I will assist my customers in making a in making a return under the policy with respect to any Taste Trunk products that are non-perishable only.

  5. Sponsoring Taste Trunk Ambassadors Responsibilities. In the event I sponsor an applicant to be a Taste Trunk Ambassador and the application is accepted by Taste Trunk, I will accept the duties and obligations of training, support and recognition.

  6. Use of Taste Trunk Intellectual Property. I acknowledge that, upon Taste Trunk acceptance of the Agreement, Taste Trunk has granted me a limited, non-exclusive license to use its trademarks, service marks, trade names, patents and copyrighted materials ("Taste Trunk Intellectual Property"), all of which is owned solely by Taste Trunk, and that my use of Taste Trunk Intellectual Property is strictly limited by the terms of the Policy Guide. Examples of Taste Trunk Intellectual Property include, but are not limited to, Taste Trunk®, the Taste Trunk logo. I may use Taste Trunk Intellectual Property only (a) after obtaining written permission from Taste Trunk prior to use, or (b) where the Taste Trunk Intellectual Property appears on materials distributed by Taste Trunk for use by Taste Trunk Ambassadors. I agree to use only written, recorded or other promotional or advertising materials that have been produced, distributed and approved in writing by Taste Trunk. All rights and licenses granted in or under this Agreement shall terminate automatically upon the termination of this Agreement. I understand that demonstration, display or sales of Taste Trunk Products in retail or service establishments of any kind unless the owner of the retail or service establishment is an active Taste Trunk Ambassador is inconsistent with the Taste Trunk trademark policy.

  7. Site Downtime. Each party acknowledges that the Taste Trunk website, may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond the operating party's reasonable control, and that neither party shall have any liability to the other by reason of any such shutdowns.

  8. Ownership Taste Trunk Ambassador agrees that Taste Trunk shall own all software coding (including source code), all technology owned or otherwise controlled by Taste Trunk, all design and materials and/or information created and/or delivered by Taste Trunk, and any and all rights, licenses or other permissions necessary to allow Taste Trunk Ambassador to use the site under this Agreement.

  9. Ownership and Use of Confidential Information. I acknowledge that Taste Trunk owns all product and customer information and data that I may create or compile, including but not limited to product purchase information, customer profile data, Taste Trunk Ambassador lists, operating and manufacturing procedures, product development information, financial data and marketing materials (collectively, "Confidential Information"), and that all Confidential Information is confidential and that its disclosure could cause great harm to Taste Trunk. I will not use or disclose Confidential Information to any person except in strict accordance with this Agreement. I will not use Confidential Information to sell products or services other than Taste Trunk Products and services or in connection with any other business during the term of and after termination of this Agreement.

  10. Sale of Other Products, Sales to Taste Trunk Ambassadors. I understand that I may not market, sell, offer for sale to anyone, or promote any ancillary products related to Taste Trunk business other than those for sale on the Taste Trunk website.

  11. Non-Solicitation. As an inducement to Taste Trunk to enter into this Agreement and in consideration of the mutual covenants contained herein, during the term of this Agreement and for a period of one year thereafter I shall not directly or indirectly, on my own behalf or on the behalf of any other person or entity, solicit, induce or hire or attempt to solicit, induce or hire any Taste Trunk Ambassador to terminate or alter his or her business relationship with Taste Trunk. Additionally, for a period of one year after the termination of this Agreement, I will not own or operate a food related home party plan based business with a multi-level compensation plan.

  12. Photo and Video Release. I hereby give Taste Trunk and its agents or assign a non-exclusive license to use, for any purpose, photographs or videos submitted by me to Taste Trunk. Taste Trunk may use any photographs or videos taken of me at a Taste Trunk event for any purpose. I hereby 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.

  13. Termination of this Agreement.

  14. Termination without Cause. This Agreement is effective from the date of acceptance by Taste Trunk and will terminate in one year unless a Taste Trunk Ambassador renews this agreement in the terms set out in the Policy Guide. We may terminate the Taste Trunk Independent Taste Trunk Ambassador Agreement with any Taste Trunk Ambassador at any time and for any reason by notifying you in writing of our election to terminate.

  15. With Cause. Taste Trunk may immediately terminate this Agreement without notice in the event of my death, insolvency, assignment for the benefit of creditors, or misrepresentation in or breach of any provision of this Agreement, as herein defined. If you are terminated by Taste Trunk for cause, we reserve the right to reject any future re-applications by you.

  16. Events upon Termination of this Agreement. Upon termination of this Agreement,

  17. I will (i) cease representing myself as a Taste Trunk Ambassador of Taste Trunk; and (iii) be ineligible to receive any unaccrued compensation or benefits as a Taste Trunk Ambassador.

  18. I will cease all use of Taste Trunk Intellectual Property and Confidential Information and will cease holding classes, workshops and presentations or otherwise displaying, offering for sale or selling Taste Trunk Products.

  19. If requested by Taste Trunk, I will return all Confidential Information to Taste Trunk.

  20. Transferability. Neither this Agreement nor my Taste Trunk business may be transferred or assigned by me or operated in partnership with any other person. Taste Trunk may assign this Agreement at any time.

  21. Entire Agreements: Amendment. This Agreement supersedes all prior communications, understandings and agreements between the parties and contains the entire agreement between the parties relating to its subject matter. Taste Trunk may amend this Agreement without prior notice, at any time, effective upon publication or transmittal of such amendment in official company publications, literature or voice mail as applicable. In the event of any conflict between the terms of this Agreement or any other document and such amendment, the amendment shall control.

  22. Indemnification/Offset. II will indemnify and hold harmless Taste Trunk and its agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys' fees) incident to my: (a) activities as a Taste Trunk Ambassador including, without limitation, any unauthorized representations made by me; (b) breach of the terms of this Agreement; or (c) violation of or failure to comply with any applicable federal, state or local laws or regulations. Taste Trunk shall have the right to offset any amounts owed by me to Taste Trunk (including, without limitation, the repayment of commissions as a result of product returns) against the amount of any commissions or bonuses owed to me.

  23. Cumulative Remedies/Waiver. All rights, powers and remedies given to Taste Trunk are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of Taste Trunk to exercise any power or right under this Agreement or to insist upon strict compliance by me with any obligation or provision shall constitute a waiver of Taste Trunk’s right to demand exact compliance therewith. Waiver by Taste Trunk can be effective only in writing by an authorized officer of Taste Trunk.

  24. Injunctive Relief. Upon any breach of this Agreement by me, Taste Trunk will be immediately and irreparably harmed and cannot be made whole solely by monetary damages. Because the remedy at law for any breach of any provision of this Agreement shall be inadequate, in addition to any other remedies in law or in equity that it may have, Taste Trunk shall be entitled, without the necessity of proving actual damages, to temporary and permanent injunctive relief to prevent the breach of any provision of this Agreement and/or to compel specific performance of this Agreement. In addition, Taste Trunk shall be entitled to its costs and expenses, including reasonable attorneys' fees, in enforcing its rights under this Agreement.

  25. Other Terms.

  26. I have full legal capacity to enter into this Agreement in the state in which I reside. I agree to comply with all laws, rules and regulations governing the conduct of my business.

  27. There are no territorial restrictions on the conduct of my business within the United States or Puerto Rico.

  28. Except as approved in writing by Taste Trunk, I am the only person in my household who is or who seeks to be a Taste Trunk Ambassador. If I terminate this Agreement after the first three days following its effective date, I will be ineligible to reapply for Taste Trunk Ambassador status for six months.

  29. If any portion of this Agreement is judicially determined to be invalid, that invalidity will not affect the remaining portion of this Agreement.

  30. The headings in this Agreement are inserted for convenience only and are not part of the Agreement.

  31. All written notices required by this Agreement to be given to me will be deemed received if delivered to my most current address on file with Taste Trunk.

  32. Governing Law/Venue/Arbitration. This Agreement is entered into and is to be performed in material part in the State of California and accordingly is subject to and will be construed under the substantive laws of the State of California. Rules governing conflicts of laws for all states do not apply. Except as set forth in the Policies Guide, any claims or actions arising out of this Agreement will be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and all arbitration hearings will be held in California. The party that prevails at arbitration will be entitled to reimbursement by the other party of its costs and expenses incurred in the arbitration, including without limitation the prevailing party's reasonable attorneys' fees.

I acknowledge that I have read, understand, and agree to the terms set forth in this Taste Trunk Ambassador Agreement. I am 18 years of age or older, I am a citizen or permanent resident of the United States, and I have a valid Social Security number.