Uh oh. I need legal help. FBA Stores, a multimillion dollar from the continental United States of America (Boston specifically, with a warehouse in Las Vegas) is threatening to sue me if I do not agree to their terms and take down my website. Guess I should have thought about that before opening my big mouth and sharing about my honest experience with them. See why I don’t want people like this in my backyard?
Story goes like this: their salesman sold me something he should not have. When these “bonuses” did not show up in the contract, I started asking about them. I felt like I was getting stonewalled and perhaps robbed, so I demanded my money it be returned. After all, I did go through 2 of the 3 “coaching sessions” which is what my receipt actually said – but I only agreed to the purchase because I wanted the “bonuses” that the salesman should not have offered me in the first place.
But he did. And instead of resolving the situation, my money was returned and communications stopped. I felt kicked out of the club, so I made this website to share my point of view; Adam Bowser made a handful of fake sites to bury it. A month later they tried shipping products to my home in Hawaii again, I said “Whoa hold up!” and referred them to the site. Now, they have tasked Al specifically to deal with my issue and get this site down! It’s private now, which is actually kinda cool because I got to see a few others interested in this endeavor. I may need to make the site public again this week as I beg for help to understand this contract.
This is what he sent me (skip for the analysis):
AGREEMENT
This Agreement (“Agreement”) is made effective as of February 21, 2017, by and between FBA STORES, LLC (“(hereafter “FBA”)”), of P.O. BOX 4470, Stateline, Nevada, 89449 and Tijay Syn-Rodrigues (“(hereafter “Rodrigues”)”), of 2888 Ala Liima Street, Honolulu, Hawaii, 96818. FBA and Rodrigues are hereafter referred to as “the Parties.”
- WHEREAS, FBA is engaged in the business of e-Commerce and trains students who wish to learn how to operate a store on Amazon; and
- WHEREAS, Rodrigues became a student of FBA; and
- WHEREAS, the Parties wish to enter into this agreement to mutually benefit each other at this time.
NOW THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:
FBA AGREES: to provide services to Rodrigues. Specifically, FBA has or shall:
- Refunded 100% of Rogrigues’ investment he paid to FBA;
- Provide Rodrigues four (4) additional coaching sessions;
- Provide Rodrigues with fulfillment by Adam Bowser: Standard fees apply, i.e., $0.15 per item or minimum $35.00 per order;
- Handle merchandise that Rodrigues has sourced and purchased; and
- Permit Rodrigues to purchase inventory from FBA.
RODRIGUES AGREES: in exchange for the above concessions provided by FBA, to dismantle, take down, close and no longer operate or allow to be operated a WordPress site that Rodrigues created or caused to be created and which contains derogatory statements about FBA, FBA’s services, training, events and / or personnel. Rodrigues also agrees to execute this Non-Disparagement Agreement and agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of (hereafter “FBA”), its services, training, events and / or personnel. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, websites, social media, the internet, the news media, investors, potential investors, industry analysts, competitors, strategic partners, vendors, employees (past and present), clients and other FBA students.
The Parties understand and agree that the above Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that FBA would be irreparably harmed by violation of this provision.
INJUNCTIVE RELIEF. Rodrigues understands that, in the event he breaches this Agreement, FBA may suffer irreparable harm and will, therefore, be entitled to injunctive relief without the posting of a bond or other guarantee, to enforce this Agreement. This provision is not a waiver of any other rights that FBA may have under this Agreement, including the right to recover attorneys’ fees and costs to cover the expenses it incurs in seeking to enforce this Agreement, as well as to any other remedies available to it, including money damages.
NOTICES: The Parties shall receive written notices concerning this Agreement at the addresses below. Such addresses may be changed from time to time by either party by providing written notice in the manner set forth as follows:
FBA STORES, LLC
Adam Bowser, Manager
P.O. BOX 4470
STATELINE, Nevada 89449
TIJAY SYN-RODRIGUES
2888 Ala Liima Street
Honolulu, Hawaii 96818
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Nevada.
SIGNATURES. This Agreement shall be signed on behalf of FBA STORES, LLC by Allen Schweitzer, its Personnel Director, and by Tijay Syn-Rodrigues.
AGREED TO AND ACCEPTED.
PARTIES:
By:___________________________ Date: ______________________
Allen Schweitzer
Personnel Director
FBA STORES, LLC
__________________________________ Date: ______________________
Tijay Syn-Rodrigues
What to do.
I had a friend once who tried to get me to sign up for pre-paid legal services just for situations like this, better call him up and see if he can help and maybe sign up. Facebook came up with Mom so we’ll see if she knows anyone on Maui. This situation feels like it is worth dropping the cash to have it looked at professionally, but I don’t have a relationship with a law firm here so I get to knock on a bunch of doors to find someone I trust.
I do trust my education and common sense though. After all, the intent of the contract is to silence me – this much is clear. My understanding of reading legal documents is you just look closely at everything because every sentence has significant meaning. The trick is picking out the truly important slices and reading them correctly. That’s why you need a pro who’ll stick their reputation on their advice. But let’s give it a gander and check my thoughts against reality later:
AGREEMENT
This Agreement (“Agreement”) is made effective as of February 21, 2017, by and between FBA STORES, LLC (“(hereafter “FBA”)”), of P.O. BOX 4470, Stateline, Nevada, 89449 and Tijay Syn-Rodrigues (“(hereafter “Rodrigues”)”), of 2888 Ala Liima Street, Honolulu, Hawaii, 96818. FBA and Rodrigues are hereafter referred to as “the Parties.”
- WHEREAS, FBA is engaged in the business of e-Commerce and trains students who wish to learn how to operate a store on Amazon; and
- WHEREAS, Rodrigues became a student of FBA; and
- WHEREAS, the Parties wish to enter into this agreement to mutually benefit each other at this time.
My address is wrong. That’s a bad sign, or maybe a simple error to fix. Actually maybe not because it might throw off my pal Al when his buddies come tracking me down to collect. Ha fat chance. It turns out Al made his millions from settling legal judgements that others had given up on collecting. Another good scheme: buy rights to debt, make others collect. Get rich off the scraps of the predators. Actually, teach others how to do the messy work and run the infomercial circuit: http://web.archive.org/web/20110319080312/http://millionsindebt.com/
He’s also a cancer survivor, which is amazing. Allen is the screw in this deal. I’m surprised he doesn’t recognize what he’s doing, though maybe I’m just in denial that he does. Either way proofreading goes a long way to show that something is important yes?
NOW THEREFORE, in consideration of the mutual promises herein, the Parties agree as follows:
FBA AGREES: to provide services to Rodrigues. Specifically, FBA has or shall:
- Refunded 100% of Rogrigues’ investment he paid to FBA;
- Provide Rodrigues four (4) additional coaching sessions;
- Provide Rodrigues with fulfillment by Adam Bowser: Standard fees apply, i.e., $0.15 per item or minimum $35.00 per order;
- Handle merchandise that Rodrigues has sourced and purchased; and
- Permit Rodrigues to purchase inventory from FBA.
OK hold on. Through either neglect or intent, two key points of our agreement have been omitted. It is specifically the “Diamond” level of Fulfillment by Adam Bowser (is this the right name?) that we agreed on. When does this start? What does this look like? The problem last time was this exact idea was sold to me and never delivered. I’m going to need real timelines that will actually be met by FBA Stores written into this deal.
Next, your salesman shouldn’t have sold me this product, but he did. There were many opportunities for FBA Stores to listen to my situation and resolve it. We continue to be in this situation. Do you want to create a satisfied customer? Will you please come back with Diamond levels of demo product included in this deal, since you seem to also have forgotten my modest request for the $500 of product also included in our original agreement.
Also: a typo in my name. In the primary section of our agreement. How can I not consider this in my review? Do you call it detail-oriented or petty?
RODRIGUES AGREES: in exchange for the above concessions provided by FBA, to dismantle, take down, close and no longer operate or allow to be operated a WordPress site that Rodrigues created or caused to be created and which contains derogatory statements about FBA, FBA’s services, training, events and / or personnel. Rodrigues also agrees to execute this Non-Disparagement Agreement and agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of (hereafter “FBA”), its services, training, events and / or personnel. The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, websites, social media, the internet, the news media, investors, potential investors, industry analysts, competitors, strategic partners, vendors, employees (past and present), clients and other FBA students.
The Parties understand and agree that the above Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that FBA would be irreparably harmed by violation of this provision.
Every Line is Important
RODRIGUES AGREES:
- in exchange for the above concessions provided by FBA, to dismantle, take down, close and no longer operate or allow to be operated a WordPress site that Rodrigues created or caused to be created and which contains derogatory statements about FBA, FBA’s services, training, events and / or personnel.
Hm, there is a Delete button to make the site disappear. It might be worth pressing in exchange for the $35,000 membership. Maybe if they weren’t trying to issue a virtual gag order on me forever. Why do you need me to stop sharing my experience if you are not a scam?
- Rodrigues also agrees to execute this Non-Disparagement Agreement and agrees not to make any statements, written or verbal, or cause or encourage others to make any statements, written or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of (hereafter “FBA”), its services, training, events and / or personnel.
Imagine you just bought a new truck, and you signed the agreement above. The next day the vehicle breaks down. That evening while you’re at the bar a friend asks about your new purchase, you share the story. “Oh my, I’d never buy one of those!” exclaims your friend. Meanwhile, a friend of the car dealership who’s sitting at the bar overhears this and knows just how to collect.
- The Parties acknowledge and agree that this prohibition extends to statements, written or verbal, made to anyone, including but not limited to, websites, social media, the internet, the news media, investors, potential investors, industry analysts, competitors, strategic partners, vendors, employees (past and present), clients and other FBA students.
“Including but not limited to” are powerful words meaning “anything that we can make a reasonable relationship or association with” and in this case it seems to list every situation the legal depart could think of where financial harm may arise. After all, that is the enforceable part of this contract: if it can be demonstrated that my written or verbal statements cause FBA Stores financial loss, then I am breaching the contract. Judgment is simple. This is the intent and the content of this contract. Am I wrong?
The Parties understand and agree that the above Paragraph is a material provision of this Agreement and that any breach of this Paragraph shall be a material breach of this Agreement, and that FBA would be irreparably harmed by violation of this provision.
“FBA would be irreparably harmed by violation of this provision” is the crux of the problem. You believe that my “disparagement” harms you. No, it reveals to you the flaws in your model. I would have absolutely no need to defame if you delivered. You did not deliver last time, so a shadow of doubt remains. You forget two pivotal provisions in our contract, so the shadow grows larger. Why has this happened?
What is asked of me to bear
INJUNCTIVE RELIEF. Rodrigues understands that, in the event he breaches this Agreement, FBA may suffer irreparable harm and will, therefore, be entitled to injunctive relief without the posting of a bond or other guarantee, to enforce this Agreement. This provision is not a waiver of any other rights that FBA may have under this Agreement, including the right to recover attorneys’ fees and costs to cover the expenses it incurs in seeking to enforce this Agreement, as well as to any other remedies available to it, including money damages.
In the event I breach this agreement, FBA stores will be entitled to injunctive relief. Also I get to pay the attorney’s fees, and other expenses needed to recover from the “irreparable harm.” Is that irony, or just legal jargon? I need professional help. There also seems to be no end date.
What it looks like is an indefinite order such that any statement (verbal or written) that Adam Bowser might perceive as disparaging will give him the right to take me to court and demand payment. Oh and I will have to pay the legal fees should I lose. I am currently unemployed and recovering from a debilitating health condition; he operates a multimillion dollar company. Of course they see no problem here.
Further what happens if FBA stores does not deliver? If I agree to not speak you have effectively cut off my fangs. Do I just allow you into my community to do what you will and act in this manner? I thank you for giving me a reason to go find lawyers in town to become friends with, but could we just get on with the business and make us all some money? It seems not yet.
NOTICES: The Parties shall receive written notices concerning this Agreement at the addresses below. Such addresses may be changed from time to time by either party by providing written notice in the manner set forth as follows:
FBA STORES, LLC
Adam Bowser, Manager
P.O. BOX 4470
STATELINE, Nevada 89449
TIJAY SYN-RODRIGUES
2888 Ala Liima Street
Honolulu, Hawaii 96818
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
No other promises, oral or written other than this contract. Like those two provision I remember but you seem to have forgot. Hm. Maybe we’ll fix that with my address and name.
AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY. If any provisions of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
- If one provision becomes unenforceable or invalid, the remaining provisions shall continue to be valid.
- If a court finds a provision invalid, the court may limit the provision in a way such that it would become valid.
- This new definition will then be written and enforced by this contract.
Sounds like legal shenanigans, some kind of modification clause that allows the lawyers to win by redefining the terms without my consent, but what do I know.
This contract is the fine work of the legal team at FBA Stores.
How disparaging is this statement?
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Nevada.
If the contract is breached once, the contract is enforceable again until the expiration of this document (which there is none)
Oh there’s my protection, I think. I guess I have the right to approach the courts in Nevada to force my way in to Adam Bowser’s little warehousing club. Great.
Actually no, not great. That’s sarcasm. I have neither the resources nor desire to engage the courts of the great state of Nevada and fight to work for FBA Stores.
The situation is so awful it makes me want to use expletives and forget the endeavor altogether. I get sick sitting up typing this, but I still hold hope. Why? I guess the business model does make a lot of sense, but
This does not sound like a very good deal
In Summary:
- We will give you more coaching sessions that you do not want
- (And access to the FBA stuff you do want which we didn’t include in the contract this time or deliver after the sale last time)
- If you agree to destroy your site and never say anything bad about us ever
- Actually, sign this contract that lets us sue you at your expense if you ever dare
I am very disappointed with what has been presented to me, but still hopeful that it might be salvaged. I can agree to keep the site private, and to not go in front of crowds or on television to say negative things about FBA Stores. Sure, that’s fair.
I really wish FBA Stores would just act like they intended deliver on their promises and not have to worry about all this though. Has that ship has sailed?
They still come off like what I’ve done here is not a simple truth. It’s the story of my experience with this company, albeit embellished in places for emotional effect. When I started asking for what I was sold, I was ignored. When I then demanded my money be returned, they did so.
So I made this site. Not to be outdone, Adam Bowser then paid someone to make a bunch of phony review sites to bury it. Classy. Now they come to me seeking resolution, only with this offer. Is the deal even worth saving? Do I want to work with people like this?
The ball is in my court now and I really need the eyes of a professional to craft the contract of what I am willing to agree to in this situation. I believe in the business model, but its been stormy weather from the start; perhaps I should let this one go. Perhaps I should continue warning others to stay away?
If you have any insights or interest in this situation, please leave a comment to contact me. I will gladly discuss my experience with FBA Stores with you… while it’s still legal for me to do so!
Aloha,
Tijay
Tijay.brown@outlook.com
Forget FBA Stores 