I was presented with an opportunity to do work for a Canadian eCommerce company from my friend's cousin. They are offering me a salary to use my identity to run an Amazon merchant store and the application process was that they required job job application, tax returns, bank statements, and w9. The agreement was that there will be a corporation and I would be a member of it and the company will be responsible for all the taxes, expenses, etc.
Since the agreement says that they will be undertaking all the responsibility of the business, is there any way that I am still liable?
Please see below of the agreement details.
RECITALS
1.1. Company wishes to recruit individuals in the United States for Company to facilitate the online sale of health and beauty products to buyers in the
United States.
1.2. Member is an individual who is legal resident of the United States whose lowest credit score is 600+.
2. AGREEMENT
2.1. Member agrees to provide Company with his or her Social Security Number, two most recent tax returns, three most recent bank statement, and copy of driver license or identification card.
2.2. Member agrees to provide additional bank statements upon request to Company within 5 business days.
2.3. In the event that Member fails to provide additional bank statements within 5 business days, Company may withhold payment until the bank statements have been received.
2.4. Company will utilize Member’s information as provided in section 2.1 to perform (a) credit check and (b) background check on Member and, if Member’s lowest credit score is 600 or above, Company will create a corporation for Member (“US Corporation”).
2.5. Company will use US Corporation to facilitate online sale of health and beauty products to buyers in the United States.
2.6. Company agrees to pay Member US $500 per month for its right to use Member’s information. Payment shall commence on the 1st day of the month after when:
2.6.1. The merchant application is approved.
2.7. Company also agrees to pay Member a one time fee of US $200 for each bank account approved.
2.8. Company is responsible for obtaining all approvals necessary to distribute its health and beauty products in the United States.
2.9. Company is responsible for all marketing and sale of its health and beauty products.
2.10. Company is responsible for all expenses incurred by US Corporation.
2.11. Company is responsible for maintaining the US Corporation; filing all required tax returns with the Internal Revenue Service and with the appropriate state tax agencies; and paying all tax due by the US Corporation.
2.12. Member agrees to sign Form 2848 to give power of attorney to Company’s accountant to file all required tax returns with the Internal Revenue Service and with appropriate state tax agencies of the US Corporation on behalf of Member.
2.13. Member is responsible for filing all required personal income tax returns with the Internal Revenue Service and with the appropriate state tax agencies; and paying all personal income taxes due.
3. MISCELLANEOUS PROVISIONS
3.1. Confidentiality: Company acknowledges that by reason of its relationship with Member, it obtains private and confidential information from Member such as Member’s social security number, financial information, driver license, and credit records. Company agrees that it will only use this information for the sole purpose as set forth under this Agreement and for no other purposes. Company further agrees to take every precaution to safeguard the confidentiality of such information. Company shall not provide this information to any third parties.
3.2. Indemnification: Company shall be solely responsible for the marketing, sale, and distribution of its health and beauty products and the protection of its trade names and patents. The Company agrees to indemnify, hold Member harmless against and pay all losses, costs, damages, or expenses, whatsoever, including counsel fees, which Member may sustain or incur on account of infringement or alleged infringements of patents, trademarks or trade names resulting from the sale of the Company’s products, or arising on account of warranty claims, negligence claims, product liability claims or similar claims by third parties. Member shall promptly deliver to the Company any notices or papers served upon it in any proceeding covered by this Indemnification Agreement, and the Company shall defend such litigation at its expense.
3.3. Term: The term of this Agreement will be for a minimum of 12 months, and shall continue in full force and effect indefinitely thereafter, unless terminated by either party (Company or Member) providing the other party within 30 days notice, or under any provisions of section 3.4 below.
3.4. Termination:
3.4.1. By either party if the other party becomes insolvent or bankrupt, or files a voluntary petition in Bankruptcy, or has had filed for an involuntary petition in Bankruptcy (unless such involuntary petition is withdrawn or dismissed within ten days after filing) in which event termination may be immediate upon notice; or
3.4.2. By either party if the other party fails to cure any breach of a material covenant, commitment or obligation under this Agreement, within 30 days after receipt of written notice specifically setting forth the breach from the other party; or
3.4.3. By either party if the other party is convicted or pleads to a crime or an act of fraud that materially impacts on its performance or its fiduciary duties hereunder, in which event termination may be immediate upon notice.
3.5. Notice: Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to the other party at the address shown above or at such other address for which such party gives notice hereunder. Such notice shall be deemed to have been given seven (7) calendar days after deposit in the mail.
3.6. Assignment: The parties may not assign or transfer this Agreement or any of its rights and obligations under this Agreement without the prior written
consent of the other party, which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors.
3.7. Compliance with Law: Company represents and warrants that it shall have in effect at all times during the term of this Agreement all licenses, permits, and authorizations from all federal, state, and local authorities necessary to sell its health and beauty products online in the United States.
3.8. Property Rights: Member agrees that Company owns all right, title, and interest in the product lines that Company sells, and in all of Company’s patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture of the products. The use by Member of any of these property rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization ceases.
3.9. Severability: If any provision(s) of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the agreement shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
3.10. Choice of Law: This Agreement shall be enforced under the laws of the
State of California.
3.11. Venue: The venue of any legal actions brought under this Agreement shall
be the County of Santa Clara, State of California.
3.12. Modification - Waiver: This Agreement may not be altered, amended orc modified in any way except by a writing signed by both parties. The failure of a party to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
3.13. Entire Agreement: This Agreement represent and constitute the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to any and all matters between the Member and the Company.
3.14. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
3.15. New Update for 2018: Merchant Bank Applications now are required to call Signer, to verify their identity and confirm company information.
Since the agreement says that they will be undertaking all the responsibility of the business, is there any way that I am still liable?
Please see below of the agreement details.
RECITALS
1.1. Company wishes to recruit individuals in the United States for Company to facilitate the online sale of health and beauty products to buyers in the
United States.
1.2. Member is an individual who is legal resident of the United States whose lowest credit score is 600+.
2. AGREEMENT
2.1. Member agrees to provide Company with his or her Social Security Number, two most recent tax returns, three most recent bank statement, and copy of driver license or identification card.
2.2. Member agrees to provide additional bank statements upon request to Company within 5 business days.
2.3. In the event that Member fails to provide additional bank statements within 5 business days, Company may withhold payment until the bank statements have been received.
2.4. Company will utilize Member’s information as provided in section 2.1 to perform (a) credit check and (b) background check on Member and, if Member’s lowest credit score is 600 or above, Company will create a corporation for Member (“US Corporation”).
2.5. Company will use US Corporation to facilitate online sale of health and beauty products to buyers in the United States.
2.6. Company agrees to pay Member US $500 per month for its right to use Member’s information. Payment shall commence on the 1st day of the month after when:
2.6.1. The merchant application is approved.
2.7. Company also agrees to pay Member a one time fee of US $200 for each bank account approved.
2.8. Company is responsible for obtaining all approvals necessary to distribute its health and beauty products in the United States.
2.9. Company is responsible for all marketing and sale of its health and beauty products.
2.10. Company is responsible for all expenses incurred by US Corporation.
2.11. Company is responsible for maintaining the US Corporation; filing all required tax returns with the Internal Revenue Service and with the appropriate state tax agencies; and paying all tax due by the US Corporation.
2.12. Member agrees to sign Form 2848 to give power of attorney to Company’s accountant to file all required tax returns with the Internal Revenue Service and with appropriate state tax agencies of the US Corporation on behalf of Member.
2.13. Member is responsible for filing all required personal income tax returns with the Internal Revenue Service and with the appropriate state tax agencies; and paying all personal income taxes due.
3. MISCELLANEOUS PROVISIONS
3.1. Confidentiality: Company acknowledges that by reason of its relationship with Member, it obtains private and confidential information from Member such as Member’s social security number, financial information, driver license, and credit records. Company agrees that it will only use this information for the sole purpose as set forth under this Agreement and for no other purposes. Company further agrees to take every precaution to safeguard the confidentiality of such information. Company shall not provide this information to any third parties.
3.2. Indemnification: Company shall be solely responsible for the marketing, sale, and distribution of its health and beauty products and the protection of its trade names and patents. The Company agrees to indemnify, hold Member harmless against and pay all losses, costs, damages, or expenses, whatsoever, including counsel fees, which Member may sustain or incur on account of infringement or alleged infringements of patents, trademarks or trade names resulting from the sale of the Company’s products, or arising on account of warranty claims, negligence claims, product liability claims or similar claims by third parties. Member shall promptly deliver to the Company any notices or papers served upon it in any proceeding covered by this Indemnification Agreement, and the Company shall defend such litigation at its expense.
3.3. Term: The term of this Agreement will be for a minimum of 12 months, and shall continue in full force and effect indefinitely thereafter, unless terminated by either party (Company or Member) providing the other party within 30 days notice, or under any provisions of section 3.4 below.
3.4. Termination:
3.4.1. By either party if the other party becomes insolvent or bankrupt, or files a voluntary petition in Bankruptcy, or has had filed for an involuntary petition in Bankruptcy (unless such involuntary petition is withdrawn or dismissed within ten days after filing) in which event termination may be immediate upon notice; or
3.4.2. By either party if the other party fails to cure any breach of a material covenant, commitment or obligation under this Agreement, within 30 days after receipt of written notice specifically setting forth the breach from the other party; or
3.4.3. By either party if the other party is convicted or pleads to a crime or an act of fraud that materially impacts on its performance or its fiduciary duties hereunder, in which event termination may be immediate upon notice.
3.5. Notice: Any notice required or permitted by this Agreement shall be in writing and shall be sent by prepaid registered or certified mail, return receipt requested, addressed to the other party at the address shown above or at such other address for which such party gives notice hereunder. Such notice shall be deemed to have been given seven (7) calendar days after deposit in the mail.
3.6. Assignment: The parties may not assign or transfer this Agreement or any of its rights and obligations under this Agreement without the prior written
consent of the other party, which shall not be unreasonably withheld. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors.
3.7. Compliance with Law: Company represents and warrants that it shall have in effect at all times during the term of this Agreement all licenses, permits, and authorizations from all federal, state, and local authorities necessary to sell its health and beauty products online in the United States.
3.8. Property Rights: Member agrees that Company owns all right, title, and interest in the product lines that Company sells, and in all of Company’s patents, trademarks, trade names, inventions, copyrights, know-how, and trade secrets relating to the design, manufacture of the products. The use by Member of any of these property rights is authorized only for the purposes herein set forth, and upon termination of this Agreement for any reason such authorization ceases.
3.9. Severability: If any provision(s) of this Agreement shall be held invalid, illegal or unenforceable by a court of competent jurisdiction, the remainder of the agreement shall be valid and enforceable and the parties shall negotiate in good faith a substitute, valid and enforceable provision which most nearly effects the parties’ intent in entering into this Agreement.
3.10. Choice of Law: This Agreement shall be enforced under the laws of the
State of California.
3.11. Venue: The venue of any legal actions brought under this Agreement shall
be the County of Santa Clara, State of California.
3.12. Modification - Waiver: This Agreement may not be altered, amended orc modified in any way except by a writing signed by both parties. The failure of a party to enforce any provision of this Agreement shall not be construed to be a waiver of the right of such party to thereafter enforce that provision or any other provision or right.
3.13. Entire Agreement: This Agreement represent and constitute the entire agreement between the parties, and supersedes and merges all prior negotiations, agreements and understandings, oral or written, with respect to any and all matters between the Member and the Company.
3.14. Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
3.15. New Update for 2018: Merchant Bank Applications now are required to call Signer, to verify their identity and confirm company information.
