Policies and Procedures

Twin Flame Tea Co.

Independent Brand Ambassador Agreement,

Policies, and Procedures

 November 1st, 2019

 

The Twin Flame Tea Co. Website, Brand, Trademarks, and Copyrighted Materials is Solely Owned by Twin Flame LLC.

 

The policies and procedures of Twin Flame Tea Co. Contained herein were established to explain and define the rights and responsibilities of Twin Flame Tea Co. and its Independent Affiliates.

 

Each Affiliate agrees, without reservation, to all the terms and conditions contained herein and holds Twin Flame Tea Co. free from any and all liability that may result from this agreement between the Affiliate and Twin Flame LLC DBA Twin Flame Tea Co.

 

CODE OF CONDUCT DECLARATION

Twin Flame LLC DBA Twin Flame Tea Co. (subsequently referred to as the “Company”) has established the following code of conduct to guide the appropriate, efficient and ethical operation of the Company. We require Affiliates and Customers to abide by the letter and spirit of this code that forms our contract with all registered parties of the Company.

 

  1. Independent Brand Ambassador Obligations. Ambassadors will:
  2. Conduct themselves in an ethical and professional manner;
  3. Sell the company’s products in accordance with the compensation plan;
  4. Represent the compensation plan only as prescribed by the Company;
  5. Comply with any and all applicable consumer protection laws and regulations;
  6. Provide the company with current and accurate Name, Phone, Tax ID, Address, and other personal information as required by the Company.
  7. Twin Flame Tea Co. Ambassadors will not:
  8. Engage in deceptive, unlawful, or unethical business or recruiting practices;
  9. Engage in high-pressure selling or recruiting practices;
  10. Make misleading sales claims or guarantees concerning the company’s products;
  11. Make misleading claims or guarantees concerning potential earnings;
    1. Sponsor or enroll minors or persons who are not capable of making an informed decision;

 

Section 1: Becoming an independent Brand Ambassador

  1. Age of Majority. In order to become a Brand Ambassador, all Applicants must have reached the age of majority, usually eighteen (18) years of age, in jurisdiction in which they reside.
  2. Brand Ambassadors must complete, sign, and submit the Ambassador application packet and agree to these policies to be considered.
  3. The right to accept or renew any Independent Brand Ambassador remains solely with the Company.
  4. Independent Ambassadors may be required to provide the company with proof of residency, work, authorizations, and ability to legally conduct business in the country in which they are conducting business.
  5. Initial compensation Independent Brand Ambassadors (hereto referred to as “Independent Brand Ambassadors,” or “Independent Contractors”) will be eligible for 40% discounts and commissions on sales directed to the website using the Ambassador’s designated referral code. Referral codes must be used correctly to ensure that orders are properly discounted or commissions are properly paid. Improper use of codes may result in not getting proper credit for sales and therefore unpaid commissions. The 40% initial commissions and discount rate is valid through 12/31/2019. After the end of the Initial Period, the Company will provide the standard discount and commission schedule
  6. Inaccurate Information. If the Company determines that the Independent Brand Ambassador Agreement or the Statement of Beneficial Interest contains inaccurate or false information, it may immediately terminate an Independent Brand Ambassador or declare the Independent Brand Ambassador Agreement null and void from its beginning. Further, it is the obligation of the Independent Brand Ambassador to report to the Company on an ongoing basis any changes which affect the accuracy of the Contract.
  7. Term this Contact is valid for the period of one (1) year from the Date of Sign-up. After year after that, the Contact will be automatically renewed by maintaining an active involvement with the Company.
  8. Non-ExclusiveTerritory. Brand Ambassadors agree and understand that they are in no way being granted or offered exclusivity regarding any territory or distribution channel.

 

Section 2: Obligations of Brand Ambassadors

 

Compliance. An Independent Brand Ambassador shall comply at all times with each of the terms and conditions of the Contract.

  1. Independent Contractor. Brand Ambassadors understand that their relationship with The Company is that of an Independent contractor, and is responsible for his or her own business expenses, decisions, and actions.
    1. A Brand Ambassador shall not represent himself or herself as an agent, employee, partner, or joint venture with the Company. A Brand Ambassador shall not make purchases or enter into any transactions in the Company’s name.
    2. A Brand Ambassador’s work hours, business expenditures, and business plans are not dictated by the Company. All Independent Contractors shall make no printed or verbal representations which state or imply otherwise.
    3. Brand Ambassadors are fully responsible for all of his or her verbal and/or written statements made regarding the Products, services, and the Compensation Plan which are not expressly contained in official Company materials and the Brand Ambassador agrees to indemnify the Company against any claims, damages, or other expenses, including attorney’s fees, arising from any representations or actions made by the Independent Brand Ambassador that are outside the scope of the Contract. The provisions of this Section survive the termination of the Contract.
  2. Compliance with Laws. In conducting Brand Ambassador business, Independent Contractors must comply with all applicable national and local laws, regulations, and ordinances. An Independent Contractor shall not violate any laws which apply to unfair competition or business practice, including any law that prohibits the advertising, offer to sell, or sale of Products at less than the Wholesale price of the Products.
  3. Retail Sales. Achieving success as an Independent Brand Ambassador requires time, effort and commitment. There are no guarantees of Commissions, only rewards based upon productivity. A successful Independent Contractor Business requires regular and repeated Retail Sales of Products by the Independent Consultant.
  4. Negative Statements. An Independent Brand Ambassador will make no disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons with regard to: the Company, its Products, its commercial activities, or other Independent Contractors; or 2. other companies, including competitors, their services, products or commercial activities.
  5. Resolving Disputes. An Independent Brand Ambassador must conduct all activity in the best interests of the Company. Brand Ambassadors and the Company shall use their best efforts to resolve disputes. Any personal disputes between Independent Contractors must be resolved quickly, privately, and in the best interests of the Company.
  6. No Claims of Unique Relationship. An Independent Contractor may not allege or imply that he or she has a unique relationship with, advantage with, or access to the Company executives or employees that other Independent Contractors do not have.
  7. Detrimental Conduct. If any conduct by an Independent Brand Ambassador or any participant in the Membership is determined by the Company to be injurious, disruptive, or harmful to the Company or to other Independent Brand Ambassadors, the Company may take appropriate action against an Independent Contractor as the company deems necessary.
  8. No Reliance. An Independent Brand Ambassadors may not rely on the Company to provide legal, tax, financial, or other professional advice, nor may it rely on any such advice if given.
  9. Insurance The Company carries a commercially reasonable amount of product liability the amount of the insurance. Since laws differ according to jurisdiction, the Company encourages its Independent Brand Ambassadors to consult with an attorney regarding the extent of their personal legal liability with respect to their independent businesses.
  10. Privacy of Independent Brand Ambassador Information. Independent Brand Ambassadors authorizes release of their personal information for use by the Company
  11. Notification of Adverse Action. An Independent Brand Ambassador shall immediately notify the Company in writing of any potential or actual legal claims from third parties against the Independent Contractor arising from, or associated with, the Independent Contractor’s Business that may adversely affect the Company. After notifying the Independent Contractor, the Company may take any action necessary to protect itself, including controlling any litigation or settlement of the legal claims. If the Company takes action in the matter, the Independent Contractor shall not interfere or participate in the matter.
  12. Release for use of Photo, Audio, or Video Image, and/or testimonial Endorsement.

The Company may take photos, audio or video recordings, or written or verbal statements of an Independent Brand Ambassadors at Company events or may request the same directly from an Independent Brand Ambassadors. The Independent Brand Ambassadors agrees to and hereby grants the Company the absolute and irrevocable right and permission, to use, re-use, broadcast, rebroadcast, publish, or republish any such photo, audio, video, or endorsement, in all or in part, individually or in conjunction with any other photograph or video, or any other endorsement, in any current or future medium and for any purpose whatsoever, including (but not by way of limitation) marketing, advertising, promotion, and/or publicity; and to copyright such photograph and/or video, in the original or as republished, in the name of the Company, or in any other name. Regardless of any other agreements or contracts the Independent Brand Ambassadors may have with any other entity, the Independent Brand Ambassadors agrees that any use by the Company as set forth in this Section shall be royalty free, is a work made for hire, and is not subject to any other claim. The Independent Brand Ambassadors agrees to defend and indemnify the Company against any claims by any other party arising out of the Company's use of the rights granted herein. The Independent Brand Ambassadors confirms that the information he or she may give as a testimonial endorsement, or as represented in a photograph, video or audio is true and accurate to the best of his or her knowledge. The Independent Brand Ambassadors waives any right he or she may have to inspect or approve the finished or unfinished product(s), the advertising copy, printed, recorded, photographic or video matter which may be used in connection with it or any use that may be made of it.

  1. Conducting the Independent Brand Ambassador Business: An Independent Brand Ambassadors may not sell, distribute, license, or register products or business practices, use trademarks, trade names or internet domain names in any country without approval of the company.

Section 3 Compensation

Twin Flame Tea Co. affiliates may participate in our compensation program as outlined on the “Brand Ambassador” page of the website. Commissions and discounts are paid/offered as outlined on the Compensation page of the website. All Independent Brand Ambassadors understand BEFORE joining or purchasing any product that there are NO GUARANTEED EARNINGS. Independent Brand Ambassadors understand that any and all content on the website is not to reflect earnings, but to be used only for demonstration purposes and as a representation of company growth and does not mean anything in terms of commissions. Independent Brand Ambassadors should not participate in Twin Flame Tea Co. under the expectation of earning income without selling product to new customers.

 Independent Brand Ambassadors should not participate in the Twin Flame Tea Co. Brand Ambassador Program if they are not planning on selling the products.

 No Brand Ambassadors should spend money that they cannot afford to lose to purchase products, advertising materials, or anything else related to Twin Flame Tea Co. It is possible that you will NOT earn any income as an Independent Brand Ambassador.

 

Representative of Twin Flame Tea Co.

  1. Commissions are paid to Independent Brand Ambassadors who qualify pursuant to the Compensation Plan and who are in compliance with this Contract. An Independent Brand Ambassador’s success is only achieved through the regular and repeated purchase of products. As the success of any Independent Contractor depends largely on the personal efforts of that Independent Contractor, the Company does not guarantee any level of profit or success, nor does it guarantee Independent Brand Ambassador a specific income. The only way to earn compensation is through the sale of Products.
  2. Eligibility The Company will pay Commissions to qualified Independent Brand Ambassadors on Product orders which:

(i) are received by the Company before the end of the Commission period, and (ii) have been fully paid with appropriate payment.

  1. Commissions are paid in the name of the Person or Business Entity listed the Brand Ambassador Application of the website. Payments will be sent via check to address of record. If this address changes for any reason it is the Independent Brand Ambassadors to notify the comp
  2. Wholesale discounts are applied to the Independent Brand Ambassador’s order at the time it is placed – it is the Independent Brand Ambassador’s responsibility to verify the proper code is used at the time of checkout.
  3. Independent Brand Ambassadors will receive a second website referral code – final customer must enter the appropriate referral code at the time of checkout for the Independent Brand Ambassadors to receive credit for the sale and be eligible for a commission on the sale.

 Commission checks for online orders will be mailed at the end of every rolling two week period, or sooner at the Companies discretion.

  1. Commission Checks. In the event that a Commission check does not arrive to an Independent Brand Ambassadors by mail within twenty one (21) days of being issued, the company will resend the check at no additional charge. Commission checks are valid for 90 days from the date paid. If an Independent Brand Ambassadors does not deposit the check within the 90 day period, the check will become invalid and will not be replaced. If a commission check expires, that commission will be permanently forfeited by the Independent Brand Ambassadors.
  1. Minimum Payment Amount. The minimum amount for payment of commission checks is eight dollars ($8 USD). Commissions less than the minimums for a pay period will accumulate until they equal or exceed the minimum payment threshold.
  2. Returned or Unpaid Payments. The Company makes every effort to ensure that an Independent Brand Ambassadors receives their commission payments. However, if a commission payment is unpaid due to insufficient information or other reasons beyond the control of the Company, the payment will be held for the benefit of the Independent Brand Ambassadors for 90 days. After such 90 days, a monthly maintenance charge of ten dollars ($10) will be deducted from the Independent Brand Ambassador’s payment.
  3. No Manipulation. Manipulation of the Compensation Plan is not permitted and may result in disciplinary action. Manipulation of the Compensation Plan includes, but is not limited to, an Independent Brand Ambassador purchasing, to qualify for various Ranks or Commissions, large quantities of Product that are not sold through their direct marketing channel, and any other actions that may violate state, federal or foreign anti-pyramid scheme laws. Such manipulations may, in the discretion of the Company, result in the suspension of Commissions and termination of the Membership.
  4. Deductions and Offsets. The Independent Brand Ambassador authorizes the Company to deduct fees from its Commissions as necessary dictated by the Brand Ambassador’s activity in selling the product.

Section 4 Ordering Company Products

  1. As the Company imposes no specific minimum inventory requirement on its Independent Brand Ambassadors, an Independent Brand Ambassador must use their own judgment to determine the amount of inventory it will need to sustain its projected Retail Sales and personal use.
  2. Products can be ordered by telephone, mail, or Internet. With internet being the preferred medium of ordering.
  3. Mailed, or personally delivered orders must be submitted using a complete order form. The prices of the Company’s Products are subject to change at the discretion of the Company.
  4. Payment must be the exact amount of the order and may be made by those methods presently available (cashier’s check, money order, credit card, cash, or line of credit. Bank wire may be available for orders at the discretion of the Company.
  5. Unless otherwise arranged, all orders must be paid in full prior to pick-up or shipping. All shipping and handling costs are based on delivery location and the amount of Products ordered.
  6. Unauthorized use of another Person’s credit card is prohibited.
  7. Back Orders. If the Company is temporarily out of stock on ordered Product, an Independent Brand Ambassador will receive a “back order” notice with his or her shipment. Back orders are filled first as new inventory arrives. Volume on back orders is credited to the month in which payment for the original order was received by the Company.
  8. Sales tax is collected on the Product’s suggested retail price and is calculated using the applicable rates for the location to where the product is shipped. The Company will collect and remit sales tax to the proper taxing authority. In those jurisdictions where an Independent Brand Ambassador may and has registered as a withholding agent through a local sales tax agency and submitted a “Sales and Use Tax Exemption Certificate” or equivalent document to the Company, the collection of sales taxes will be the responsibility of the Independent Brand Ambassador. It is the responsibility of the Independent Brand Ambassador to provide an updated copy of its certification for exemption from sales tax each year.
  9. In all other jurisdictions, GST, VAT, or other applicable transaction may include electronic invoicing, where permitted by law. The Company does not include GST or VAT in commission payments. Independent Brand Ambassador who are GST or VAT registered and are required to collect and remit GST or VAT on their services may send a valid GST or VAT invoice to the Company to charge them for GST or VAT on commission income.
  10. Returns, Refunds, and Exchanges. The Company will refund the purchase price of Product or exchange it pursuant to the following.
  11. If the Independent Brand Ambassadors (and/or his or her Customer who ordered directly from the Company) are not completely satisfied with the First Product Purchase, he or she may send to the Company the unused portion of the First Product Purchase within thirty (30) days of the original purchase date and the Company will refund 100% of the purchase price (less shipping and handling). If the First Product Purchase is returned after the thirty (30) day period, no refund will be given.
  12. Any Commissions paid to the Independent Brand Ambassador for the Product returned by the Independent Brand Ambassador or Customer will be deducted from the respective Independent Brand Ambassador’s accounts or withheld from present or future Commission payments. Failure to repay owed commissions may result in disciplinary action, including termination, and any necessary mechanism to reclaim the commission, including but not limited to third party collections, mediation, arbitration, or litigation by the Company.
  13. All shipping or courier costs for the return of Product will be borne solely by the Independent Brand Ambassador unless otherwise prohibited by law. Any damage or loss that occurs to returned Product during shipping will be the responsibility of the Independent Brand Ambassador.
  14. The Company will exchange Product if the Product is damaged in shipment, incorrectly sent due to a Company error, or of substandard quality. However, when an exchange is not feasible, the Company will refund the amount of the returned Product. If Product is damaged or defective, Independent Brand Ambassadors should contact the Company within ten (10) days of receipt of the order.

Section 5 Marketing the Product and Opportunity

 

  1. Approval of Sales Tools. An Independent Brand Ambassador must submit all Sales Tools to the Company for approval prior to use. The Company has complete discretion whether to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of three (3) weeks to complete. To comply with changing laws and regulations, the Company may rescind its prior approval of a Sales Tool, and may require the Independent Brand Ambassador to remove from the market at its own cost and obligation a previously approved Sales Tool. If approved, the Company will issue an email to the Independent Brand Ambassador confirming approval of said Sales Tools.
  2. Product Claims. The only claims and representations Independent Brand Ambassadors may make regarding Products are those found in the literature distributed by the Company. Any third- party material used for Independent Contractor Business must comply with all federal and local laws medical claims of any kind relating to any Product except for those claims, if any, that are published in Company literature approved for the country in which the claims are presented. Under no circumstances may an Independent Contractor prescribe any Product as suitable for a particular ailment. No claims may be made as to therapeutic or curative properties of any Product offered by the Company.
  3. No Altering. Independent Brand Ambassadors shall not re-label, alter or repackage any Products.
  4. No Endorsement Claims. No Independent Brand Ambassador may imply that the promotion, operation, or organization of the Company has been approved, sanctioned, or endorsed by any governmental regulatory authority unless noted on company website.
  5. Income Claims Prohibition. An Independent Brand Ambassador is prohibited from making false, misleading, or unrepresentative claims regarding earning potential. If an Independent Brand Ambassador does make an income claim, it must be based on actual earnings.
  6. Use of Trademarks and Copyrights.
  7. The Company may license the use of its trademarks to Independent Brand Ambassadors, subject to the limitations herein and subject to the limitations in any licensing agreement. A licensing agreement may be obtained by emailing customer support.
  8. Independent Brand Ambassadors may not use any of the Company’s current or after acquired trademarks or any confusingly similar variations of its marks, in a manner that is likely to cause confusion, mistake, or deception as to the source of the Products or services advertised.
  9. The Independent Brand Ambassador agrees to immediately reassign to the Company any registration of the Company names, trade names, trademarks, or Internet domain names registered or reserved in violation of this policy. The provisions of this Section survive the termination of the Contract.
  10. Independent Brand Ambassador may not use the Company’s trademarks, brand name, or intellectual property on non-approved Sales Tools or channels
  11. The Company, in its sole discretion, will determine whether a variation of its trademark, brand name, or intellectual property is confusingly similar. Use of such marks is prohibited.
  12. The Company’s literature and media are the sole property of the Company and may not be duplicated.
  13. Methods of Advertising. Independent Brand Ambassadors may advertise, at their own expense, using any channel available to them other than the following:
    • Independent Brand Ambassadors may not compete with the company for online sales in anyway, this includes the creation of any website outside of those provided by the company
    • The use of any online retail, ecommerce, or selling platform. (Including by not limited to Amazon, Ebay, Craigslist, Facebook Marketplace, Etsy, Etc.)
  14. Mass Communications. For purposes of this Section, “Mass Communications” are defined as communications intended to reach twenty (20) or more people. Mass Communications of this type are to be pre-approved by the company.
  15. Lead Distribution. Persons who are outside the Company network often make inquiries to the Company about its Products. If the Company is able to determine that the inquiring Person received the information from a specific Independent Brand Ambassador or that there is a particular Independent Brand Ambassador that the Person is acquainted with, every attempt will be made to refer the Person to that Independent Brand Ambassador. If an association with a particular Independent Brand Ambassador cannot be determined, final judgment with respect to the positioning of leads remains the right of the Company.
  16. Public Relations Matters. The Company encourages Independent Brand Ambassadors to use personal media coverage to expand and build their business; however, certain situations require the Independent Brand Ambassador to contact the Company. These would include:
  17. Instances where the story or medium has national implications due to content or reach 2. cases where the story calls for a wider Company/Product perspective; and/or
  18. When the Independent Brand Ambassador is questioned about Company sales figures and/or business strategies, and/or generally needs the Company’s perspective, commentary, or information.
  19. Retail or Service Establishments: An Independent Brand Ambassador may sell Products or promote the business opportunity through Retail or Service Establishments as long as i) the relationship between the Independent Brand Ambassador and the Company is clearly known and ii) the product is not sold for an amount that is overly competitive with posted pricing on other channels (IE twinflametea.com) or for other Independent Brand Ambassadors.

Section 5 Breach of Contract Procedures

Conditional Obligations. The Company’s obligations to an Independent Brand Ambassador are conditioned upon the Independent Brand Ambassador’s faithful performance of the terms and conditions of the Contract. The Company, in its sole discretion, will determine if an individual is in breach of the Contract and may elect any or all available remedies.

Remedies.

1.In the event of breach, the Company may elect to take no action or to exercise some or all contractual remedies and remedies at law or in equity, including, but not limited to:

2. Notify the Independent Brand Ambassador either in writing or verbally of the breach and providing a notice to cure the breach

3. Require from the Independent Brand Ambassador additional assurances of future compliance

4. Withhold or deny any applicable recognition or perk.

5.Assess damages and withhold them from commission payments

6. Suspend Independent Brand Ambassador’s rights under this contract temporarily or permanently;

7. Seek injunctive relief;

8. Terminate the Contract;Seek damages and associated costs.

.

  1. Circumvention of the Contract. The Contract is designed to protect Independent Brand Ambassadors and the Company from the adverse consequences of their violation Independent Brand Ambassadors who intentionally circumvent the Contract to accomplish indirectly what is prohibited directly will be disciplined as if the applicable policy or rule had been broken directly. In such circumstances, all of the available remedies as stated above will be available to the Company. The Contract is not intended to give an Independent Brand Ambassador the right to enforce the Contract against another Independent Brand Ambassador directly, or to take any legal action against another Independent Brand Ambassador.

Section 7 Termination A. Termination.

  1. An Independent Brand Ambassador may terminate the Contract by written request to the Company.
  2. The Company may terminate the Contract if the Independent Brand Ambassador violates the terms of the Contract and any amendments thereto.

 

  1. Upon termination, the Company may in its sole discretion retain or pay commissions, perks, or other incentives.
  2. Return of Confidential Information. An Independent Brand Ambassador must return all Confidential Information, including any information derived therefrom, over which he or she has direct or indirect control to the Company upon termination or upon demand of the Company. If any such Confidential Information cannot be returned because it is in electronic format, the Independent Brand Ambassador shall permanently delete and erase the Confidential Information upon termination or upon demand.
  3. Effects of Termination for Breach of Contract.
  4. An Independent Brand Ambassador whose Contract is terminated by the Company must wait twelve (12) months before applying for a new Membership. During that time, the Independent Brand Ambassador can have no Beneficial Interest in any other Membership or Ambassador
  5. Upon termination of the Contract, all of the Independent Brand Ambassador’s rights in and to the Membership and the Independent Brand Ambassador’s Business are revoked and terminated. In acknowledgement of the damages the Company has likely suffered and/or will suffer as a result of Independent Brand Ambassador’s breach, including but not limited to, all or any of the following: (i) loss of good will and loss in the value of the Company’s confidential and proprietary information and trade secrets; (ii) loss of a portion of the value of the Company’s business; and (iii) loss of future profits; Independent Brand Ambassador consents that any unpaid Commissions may be forfeited to the Company to offset a portion of the damages at the sole discretion of the Company.

 

  1. Effects of Voluntary Termination by the Independent Brand Ambassador.
  2. The Contract can be voluntarily terminated by an Independent Brand Ambassador who is not in breach of the Contract for any reason, at any time, by providing written notice to the Company signed by all Person(s) listed Brand Ambassador application. The termination is effective on the date the Company receives the written notice. If an Independent Brand Ambassador is in breach of the Contract, he or she cannot voluntarily or unilaterally terminate the Contract
  3. Upon termination of the Contract, all of the Independent Brand Ambassador’s rights in and to the Membership and the Independent Brand Ambassador Business are revoked and terminated.
  4. An Independent Brand Ambassador who voluntarily terminates Membership and is not in breach of the Contract may apply to rejoin under a new Membership at any time.
  5. An Independent Brand Ambassador may not terminate voluntarily if the Membership is not in good standing with the Company, as may be evidenced by, but not limited to, any of the following conditions: (i) a temporary Membership; (ii) an Independent Brand Ambassador is on hold, suspension or probation; (iii) the Membership is under investigation, but no formal discipline has taken place; or (iv) notice of intent to terminate has been sent.

Section 8 Miscellaneous

  1. Entire Agreement. The Contract contains the entire understanding concerning the subject matter hereof between the Company and the Independent Brand Ambassador, and is intended as a final, complete, and exclusive expression of the terms of the parties. This Contract supersedes and replaces all prior negotiations and proposed, but unexecuted agreements, either written or oral. Any prior agreements, promises, negotiations, or representations, either written or oral, relating to the subject matter of this Contract, are of no force or effect. If there is any discrepancy between verbal representations made to the Independent Brand Ambassador by any employee or agent of the Company and the terms of the Contract, the express written terms and requirements of the Contract will prevail.
  2. The section and subsection headings in the Contract are inserted solely as a matter of convenience and for reference, and will not be considered in the construction or interpretation of any provision hereof. Unless the context otherwise specifically requires, all references to sections of the Contract will refer to all subsections thereof.
  3. Modifications by the Company. The Company reserves the right to make any modifications to the Contract, provided that the modifications are communicated by the Company to the Independent Brand Ambassador at least thirty (30) days prior to taking effect. The Company may communicate these modifications by posting any portion of the modified Contract on the Company’s website, or by any other method of communication. The Independent Brand Ambassador is deemed to have accepted the modification to the Contract if the Independent Brand Ambassador engages in any Independent Brand Ambassador Business, renews its Membership, or accepts Commissions after the thirty (30) day period is ended.
  4. The Company extends no product warranties, either expressed or implied, beyond those specifically articulated in the Contract. The Company disclaims and excludes all warranties regarding possible infringement of any United States or foreign patent, trademark, trade name, copyright, or trade secret arising from the Independent Brand Ambassador’s operations.

 

THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES,

EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,

ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, ACCURACY AND NONINFRINGEMENT. THIS DISCLAIMER OF WARRANTY

CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

  1. Any waiver by the Company of an Independent Brand Ambassador’s breach of a Contract provision must be in writing and will not be construed as a waiver of any subsequent or additional breach by the Independent Brand Ambassador. The failure by the Company to exercise any right or privilege under the Contract will not constitute a waiver of that right or privilege.
  2. If any term or condition of this Contract is judicially invalidated, prohibited, or otherwise rendered unenforceable in any jurisdiction, it is unenforceable only to the extent of the invalid, prohibited or unenforceable provision in that jurisdiction only, and it will not render

unenforceable or invalidate any other provision of the Contract, nor will the Contract be rendered unenforceable or invalidated in another jurisdiction.

  1. Force Majeure. Independent Brand Ambassador acknowledges that the Company is not liable for any damages or losses caused by the delay or inability to manufacture, sell, or deliver its products due to labor strikes, accidents, fire, flood, acts of civil authority, acts of God, acts of terrorists, or from any other causes that are beyond the control of the Company.
  2. Governing Law, Arbitration Injunctive Relief. The State of

Nevada is the place of the origin of this Contract and is where the Company accepted the offer of the Applicant to become an Independent Contractor and where the Independent Contractor entered into the Contract with the Company. The Contract is therefore to be construed in accordance with the laws of the State of Nevada (without giving effect to any conflict of law provision or rule) as to contracts made and to be wholly performed within the State. Any controversy or claim arising out of or relating to the Contract or the breach thereof, or any controversy or claim relating to the business relationships arising between Independent Brand Ambassadors shall be resolved by mandatory, final, binding, non-appealable arbitration in Las Vegas, Nevada, United States of America.

  1. Attorney’s Fees. If any suit, action, or proceeding is brought to enforce any term or provision of this Contract, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs, and expenses incurred, in addition to any other relief to which such party may be legally entitled.
  2. Successors and Assigns. The Contract will be legal and binding upon and inure to the benefit of the heirs, devisees, executors, administrators, personal representatives, successors, and assigns (as applicable) of the respective parties hereto.
  3. Limitation of Liability. To the extent permitted by law, the Company, its directors, officers, members, managers, shareholders, employees, assigns and agents (collectively referred to as “Responsible Parties”) shall not be liable for, and the Independent Brand Ambassador releases Company and its Responsible Parties from and waive all claims, for any loss of profits, indirect, direct, special or consequential damages, and for any other losses incurred or suffered by Independent Brand Ambassador as a result of:

(i) Independent Brand Ambassador’s breach of the Contract,

(ii) the promotion or operation of the Membership and the Membership Business;

(iii) Independent Brand Ambassador’s incorrect or wrong data or information provided to the Company or its Responsible Parties; or

(iv) the Independent Brand Ambassador’s failure to provide any information or data necessary for the Company to operate its business. EACH DISTRIBUTOR AGREES THAT THE ENTIRE LIABILITY OF THE COMPANY AND ITS RESPONSIBLE PARTIES FOR ANY CLAIM WHATSOEVER RELATED TO THE CONTRACT, BUT NOT LIMITED TO, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR EQUITY, SHALL NOT EXCEED, AND SHALL BE LIMITED TO, THE AMOUNT OF PRODUCTS THE DISTRIBUTOR HAS PURCHASED FROM THE COMPANY THAT ARE IN RESALABLE CONDITION.

 

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