IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement.

 

1. I hereby declare that I have carefully read all the terms and conditions by I Dream Canada International Inc. with my full satisfaction, upon signing this franchise agreement. I Dream Canada International Inc. have encouraged me to ask for an independent legal advice before signing or initialize this agreement and I am signing and agree with my full consent and free will without any compulsion.

2. I agree to timely pay for any products, materials, services such as my personal website, business line, royalties 1-3yrs. 3%, 4yrs. 4% 5yrs 5 %membership annual renewals or other marketing material items that I purchase from any IDCI Inc. Company. In the event that I am delinquent with respect to such payments, I acknowledge that IDCI Inc. may offset such debt from any commissions, bonuses, or other compensation earned through the IDCI Inc. Compensation Plan, or any other monies owing to me (“IDCI Inc. Payments”).

3. I agree that as an IDCI IBO, I am an independent contractor responsible for my own business and not an agent, legal representative or employee of IDCI Inc. or any IDCI business partners, affiliate partner, supplier, service provider or other party with whom IDCI transacts or contracts business (“IDCI providers”). I acknowledge that my IBO relationship is with IDCI Inc.  Opportunity,IDCI Inc. and not with any other IDCI Inc. Company or IDCI Inc. Service Company. I understand that as an IDCI Inc. IBO, I am free to select my own means, methods and manner of operation and that I am free to choose the hours and location of my activities under this Agreement, subject only to the terms of this Agreement. I shall have no power or authority to bind IDCI Inc., either directly or indirectly, and I will not take any action inconsistent with this limit of authority, including representing in any manner that I am an agent, representative, legal representative or employee of IDCI Inc., any other IDCI Inc. Company or any IDCI Inc. Service Provider. I acknowledge that as an independent contractor I am not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by IDCI Inc. or any other IDCI Inc. Company to its employees. I understand that I am solely responsible for remitting any taxes and obtaining any business licenses or insurance required by regulations or authorities to conduct my business. I acknowledge and agree that I will not be treated as or represent myself as an employee for purposes of any federal, state or local statute, regulation, ordinance or other law.

4. I may terminate this Agreement for any reason, at any time, by giving IDCI Inc. prior written notice at its address of record. IDCI Inc. I Dream Canada international Inc. 95 Mural Street Richmond hill, Ontario Canada L4B 3G2. IDCI also may terminate this Agreement pursuant to the IDCI Inc. Policies and Procedures or in the event that I breach any part of this Agreement.

5. I acknowledge that as a IDCI IBO, I am not guaranteed any income nor am I assured any profits or success, and I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts as an IDCI IBO have been made by IDCI or my sponsor. Similarly, I shall not represent directly or indirectly that any person may, can, or will earn any stated amount or that any IDCI IBOs are guaranteed success.

6. I understand that the IDCI Inc. Products and Services are offered in different markets on terms and at rates determined by IDCI Inc. or IDCI Service Providers, and that the markets where the products are offered and the terms and conditions or prices thereof may change from time to time without prior notice.

7. This Agreement shall become effective upon acceptance by IDCI Inc. and continue for an initial term of one (5) year unless sooner terminated as permitted herein.  IDCI Inc. IBO has 2 categories at this point, 1st the Pioneer Venturer IBO (IBO’s) and 2nd are the 2nd generation Pioneer Venturer (IBO) the 1st generation PV holds special company membership that provides the following benefits to its member IBO; 1. One-time membership that cover a lifetime membership. 2. Unlimited Residual Income, see compensation chart for better understanding. 3. Automatic Membership to all IDCI Inc. upcoming Product Networking Services, Product, just needs to comply with the company requirements Trained and Activate and all the membership is given by the company free membership valid depending on the head office given deals. This offer maybe available only upon the head office approval and can change at anytime without prior notice. While 2nd generation Pioneer Venturer IBO, their membership needs to be renewed every 5 years, residual income is up to 10th generation and different compensation plans. My relationship with IDCI Inc. may be extended for additional 5 years periods by my agreement to the then current IDCI Inc. IBO Canadian Terms and Conditions, and payment of IDCI Inc. IBO’s 5 years’ renewal fee no later than 120 days after each Agreement anniversary date. The Business Opportunity fee is for services provided by IDCI Inc. which include but are not limited to tracking of personal customers, tracking of subsidiary members IBOs and support services, including but not limited to hosting of an IDCI IBO’s IDCI direct website, materials and training information on the IDCI IBO Back Office, and access to the IBO support call center/ call center/trainer and business center. I understand that failure to renew within the specified time frame shall result in termination of this Agreement and my relationship with IDCI Inc. and deactivation of my IDCI IBO position, and shall result in the forfeiture of bonuses, commissions or other payments from IDCI Inc. However, those rights and obligations that by their nature are intended to survive termination of this Agreement shall survive, including without limitation the provisions governing dispute resolution, indemnification, non-solicitation, confidentiality, and account maintenance fees.

8. I understand that there is a fee to process all IDCI Inc. Payments. I agree that any payments made to me by IDCI Inc. that remain unclaimed by me after six (6) months shall be held in an account that is subject to an account maintenance fee of $10 per month (the “Account Maintenance Fee”) which shall be deducted by IDCI monthly. If there are insufficient funds owed me from which to deduct the monthly Account Maintenance Fee when due, and I do not otherwise pay the Account Maintenance Fee, then the Account Maintenance Fee shall be prorated to reflect the amount of funds remaining and the account shall remain open for an equally prorated amount of time. When no unclaimed amounts are owed to me by IDCI Inc. the account shall be closed. I further acknowledge that unclaimed amounts owed will be kept until it is claimed by the IDCI IBO at any given time to IDCI Finance department, a IDCI IBO must send an invoice for the IBO to get paid. It is not IDCI Head office to prepare a personal invoice to an IDCI Independent business owner IBO member. No Invoice No payment policy. Invoice must be send on a given due date 2 times in a month every 10th to be paid on 15th and 25th to be paid on the 30th of each months. Note; the company pays successful students 6 weeks after student start date, with 30 days student attendance policy. Additional payment compensation can be viewed on this chart IDCI COMPANSATION CHART. There is no expiration or any issue for unclaimed fund with IDCI Inc. if it’s your earning “money” the company does not hold any funds that are not owned by the company. In the event that you did not send an invoice to IDCI Inc. finance department to claim you’re earning. IDCI Inc. is not liable for your personal obliterates actions.

9. The IDCI Inc. Products and Services I agree that I will operate in a lawful, In the process of selling or otherwise promoting ethical and moral manner and I agree to make no false or misleading statements regarding the IDCI Inc. Products and Services or about the various relationships between IDCI, the IDCI Inc. Service Provider(s) and me. I will also promise and guaranteed that I will not create any social medial account under the name of I Dream Canada International Inc. or IDCI Inc. as I know that it is considered prohibited under IDCI Inc. terms and condition.  I understand that I may post and share and invite people under my own personal social media account under my personal name only.

10. I understand that during any investigation by IDCI Inc. with respect to my breach of this Agreement or my conduct as an IDCI IBO, my IBO position status may be suspended by IDCI and any IDCI Payments, which may be otherwise owing to me, shall be held until final resolution has been achieved. I acknowledge that in the event IDCI Inc. determines that I have violated this Agreement, including the IDCI Inc. Policies and Procedures or the IDCI Inc. Compensation Plan, whether I am under 1st generation Pioneer IBO member or 2nd Generation Pioneer Member IDCI Inc. may terminate this Agreement and deactivate my IBO position, in which event I will not be entitled to any IDCI Inc. Payments or further commissions or compensation of any kind.

11. I agree to keep accurate records and shall not engage in or perform any misleading, deceptive or unethical practices. I further agree to abide by all federal, state and local laws and regulations governing the sale or solicitation of the products marketed by IDCI Inc. and/or the IDCI Inc. Service Provider(s), including but not limited to, all applicable anti-spam legislation and obtaining and maintaining any and all permits and licenses required to perform under this Agreement and I understand that I will be personally liable for any fines and other expenses incurred by IDCI Inc., any IDCI Company or any IDCI Services Provider as a result of any failure to do so. I specifically represent and warrant that I shall not engage in the copying the business concept of the company and placing the student directly without the placing it to their IDCI Personal CRM Portal or by placing a student Directly to our phone services assisted by IDCI Call Center Agents/ Program Specialist or IDCI Business center representative.

12. IN NO EVENT WILL IDCI Inc., ANY OTHER IDCI COMPANY OR ANY OTHER IDCI SERVICE PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), ARISING OUT OF ANY CAUSE, INCLUDING BUT NOT LIMITED TO, BREACH OF WARRANTY OR THE DELAY, ACT, ERROR OR OMISSION OF IDCI Inc., ANY IDCI Inc. COMPANY OR ANY IDCI Inc. SERVICE PROVIDER, OR THE DELIVERY, NONDELIVERY, DISCONTINUATION, OR MODIFICATION OFANY PRODUCT OR SERVICE BY IDCI, ANY IDCI Inc. COMPANY, OR ANY IDCI Inc. SERVICE PROVIDER, EVEN IF IDCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. OTHER THAN THE RETURN RIGHTS DESCRIBED HEREIN, IDCI INC., THE OTHER IDCI Inc. COMPANIES AND IDCI Inc. SERVICE PROVIDERS MAKE NO EXPRESS WARRANTIES, AND THERE ARE NO IMPLIED WARRANTIES. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IDCI Inc., ANY IDCI Inc. COMPANY, ANY IDCI SERVICE PROVIDER, OR THEIR AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE FOREGOING WARRANTY.

14. IDCI Inc. shall periodically make various sales literature, promotion materials, training and other products available for my use in conducting my business as an IDCI IBO. I, however, am under no obligation to purchase any quantities of those materials or services at any time. Rather, I will have the option to order and purchase any materials or services which I may choose. If I choose to purchase such marketing materials to help my business grow and for me to use in promoting IDCI Inc. once a marketing material is ordered placed and confirmed by an IDCI IBO’s and printed by the company, the marketing materials are considered finale sale and nonrefundable. Whether it is unused, unopened and currently marketable items. I understand that I am not allowed to copy and print my own IDCI materials. All IDCI materials must be purchased only with IDCI. All IDCI IBO’s must have apply for their own personal business license from the country they want to operate, must also have their own personal business number that will be used for their business tax at the end of the business year, IDCI Inc. requires all Business Opportunity IBO’s members

15. It is important to obtain business insurance to provide financial restitution when held liable for errors, omissions, professional negligence, or other service-related risks Product and Services offered. Errors and Omissions (E&O) Coverage is designed to protect agencies of any size against liabilities involved in writing risks. Plan. I understand that eligibility to receive IDCI Inc. Payments is conditioned upon being an active IDCI IBO with a valid Agreement in effect on the date such compensation is scheduled to be paid. IDCI Inc. reserves the right to vary or change eligibility as set out in the IDCI Inc. Compensation Plan. Any other payments I receive will be based upon fulfilling certain terms of qualification as set forth by the IDCI Inc. Compensation Plan. I agree that as an IDCI IBO, I shall place primary emphasis upon the sales by placing local and international students to IDCI Inc. and by signing ups new IDCI Inc. IBO to the company as well as by selling IDCI Inc. PNS Product networking services. IDCI Inc. Product and Services to customers. Under certain circumstances, commission rates may be adjusted for promotional products or Negotiated pricing.

16. I agree to indemnify and hold IDCI Inc., the other IDCI Inc. Companies, the IDCI Inc. Service Providers and their business partners, call center agents, affiliates marketing partner, directors, officers and employees harmless from any and all claims, damages, and expenses, including any attorney’s fees, arising out of my actions or omissions in connection with this Agreement. 

17. This Agreement shall be governed by the laws of the state of Ontario Canada and the Federal Arbitration Act, as specified in Section II.B. of the IDCI Inc. Policies and Procedures. In the event of a dispute between IDCI Inc. and me as to us respective rights, duties and obligations arising out of or relating to this Agreement, it is mutually agreed that such disputes shall be exclusively resolved through the process and according to the provisions specified in Section II.B. of the IDCI Inc. Policies and Procedures (“Dispute Resolution Provisions”). IDCI Inc. and I agree that, notwithstanding Section 18 below, to the extent of any inconsistency, the Dispute Resolution Provisions in the IDCI Inc. Policies and Procedures shall control. The Dispute Resolution Provisions require, without limitation, and except as otherwise expressly stated, that IDCI Inc. and I will resolve all disputes through binding arbitration before the Canadian Arbitration Association pursuant to the Commercial Rules of Arbitration. Both IDCI Inc. and I agree that all disputes will be resolved on an individual basis and that each may only bring claims against the other in an individual capacity (and not as a claimant or class member in any purported class or representative proceeding).

18. I acknowledge that IDCI Inc. fully reserves its right to amend this Agreement at any time by notifying me of the changes, including by posting the revisions on the IDCI Inc. official website (www.idreamcanadainternational.com ). Or IDCI CRM PORTAL Any changes to this Agreement made by IDCI Inc. may apply: (1) upon the date of execution or posting of the amended Agreement on the IDCI website, or on IDCI CRM PORTAL (2) prospectively to some specified date in the amendment. Any such changes are incorporated as part of this Agreement. No amendment shall apply retroactively. This Agreement, including the Canadian Terms and Conditions, the IDCI Inc. Policies and Procedures and the IDCI Compensation Plan which have been incorporated herein by reference, constitutes the entire agreement between the parties hereto and shall not be modified or amended except as described herein. In the event of a conflict between the Canada Terms and Conditions and the IDCI Inc. Policies and Procedures or the IDCI Inc. Compensation Plan, the Canadian Terms and Conditions shall control. For purposes of this Agreement, my address as submitted by me with this Agreement shall be deemed to be my correct address unless and until notification of a change of address is provided by me to IDCI INC.

19. I understand that I may not assign this Agreement without the prior written consent of IDCI Inc., which may be withheld, Conditioned, or delayed in IDCI INC.’s sole discretion. This Agreement shall be binding upon and inure to the benefit of heirs, Successors and permitted assigns of the parties hereto. If any provision of this Agreement is determined by any authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the Remaining provisions or portions thereof shall not be affected thereby and such authority should reform this Agreement to The extent necessary to render the otherwise unenforceable provision or portion thereof valid and enforceable.

20. I acknowledge that I may receive proprietary and confidential data or information of IDCI Inc. and/or IDCI Inc.  Service Provider(s) which is not publicly known or available to the competitors of IDCI Inc. or IDCI Inc. Providers, including but not limited to information about IDCI Products, customers, and IBOs (“Confidential Information”), and I agree that I shall treat such Confidential Information as strictly confidential and that I may not, directly or indirectly use, sell, lend, lease, distribute, license, give, transfer, disclose, disseminate, reproduce or otherwise communicate any such Confidential Information to any person, I agree that I will and understand that it is prohibited to send students/ clients directly to the any school partner / business partner of IDCI Inc. without prior notice and instruction by the company.  I also understand that understand that doing so might results to paying IDCI Inc. damages depending on how much company damages I created. I also understand that the minimum damages payment amount is written and can be found on policies and procedure information policies. I represent and warrant that I will comply with all IDCI policies and procedures relating to confidential and proprietary information, and I agree that all prohibitions against disclosure of Confidential Information shall survive the termination of this Agreement.

21. During the term of this Agreement, I agree that I shall not, directly or indirectly, sell or solicit customers for products; I understand that I am not allowed and it is illegal to charge and collect fees to all IDCI Inc. Product and Services. Our main job is only to market, promote and share the company product and services. Offered by or through IDCI Inc. through any person or entity other than that specifically designated or approved in writing by IDCI Inc. I agree that I shall not, during the term of this Agreement and for a period of one (5) year thereafter, directly or indirectly, divert, entice, knowingly call upon, sell or solicit, take away or move any customer of IDCI Inc., any other IDCI Inc. Company or any IDCI Inc. Service Provider, whether or not I originally procured or brought such customer to IDCI Inc., any other IDCI Inc. Company or IDCI Services Provider (such activities are collectively referred to and included herein as ‘solicitation’). All customers solicited by a IDCI Business Opportunity IBO’s on behalf of IDCI Inc., any other IDCI Company or IDCI Inc. Services Providers are deemed to be customers of IDCI Inc., the other IDCI Inc. Company or the IDCI Inc. Provider (as applicable) and not of the IDCI Business Opportunity IBO’s. I understand that such non solicitation prohibition shall be strictly enforced and that each other IDCI Inc. Company and each IDCI Inc. Provider shall be a third party beneficiary of this prohibition. Further, during the term of the Agreement and for a period of one (5) year thereafter, I may not enter into a direct marketing relationship. With any IDCI Service Provider. During the term of this Agreement and for a period of one (5) year thereafter, I shall not solicit an IDCI Inc. Company IDCI IBO, whether active, inactive, individual or entity, to participate in a network marketing program offered by any other company. Each IDCI Inc. Company shall be a third party beneficiary of this prohibition. Without limiting in any way IDCI Inc. or any other IDCI Inc.’s Company’s right to pursue all rights and remedies available to it, violation of this covenant and condition will result in, but is not limited to, forfeiture of all rights in any IDCI IBO position and IDCI Service Payments, including all current and future commissions, bonuses and payments of any kinds.