1. Obligations and Representations. I understand that as a Product Promoter of Drop it CBD International, LLC ("Drop it CBD"):
I must be of legal age in the state in which I reside
I have the right to offer for sale Drop it CBD products and services in accordance with the terms and conditions of this Product Promoter Agreement.
I have the right to build a Drop it CBD sales organization
I will train and motivate the Product Promoters in my downline marketing organization
I will comply with all federal, state, county, and municipal laws, ordinances, rules, and regulations, and shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county, or municipal law, ordinance, rule, or regulation
I will perform my obligations as a Product Promoter with honesty and integrity.
I will use only the sales agreements and order forms which are provided by Drop it CBD for the sale of goods and services, and I will follow all policies and procedures established by Drop it CBD for the completion and processing of such agreements and orders
2. Presenting Drop it CBD Products and Services. I agree to present the Drop it CBD Compensation Plan and Drop it CBD products and services as set forth in official Drop it CBD literature and presentations.
3. Independent Contractor Status. I agree that as a Drop it CBD Product Promoter, I am an independent contractor and not an employee, agent, partner, legal representative or franchisee of Drop it CBD. I am not authorized to and will not incur any debt, expense, or obligation, or open any checking account on behalf of, for, or in the name of Drop it CBD. I understand that I shall control the manner and means by which I operate my Drop it CBD business, subject to my compliance with this Product Promoter Agreement, the Drop it CBD Policy Manual, and the Drop it CBD Sales Compensation Plan (all of which are collectively referred to as the "Contract"). I agree that I will be solely responsible for paying all expenses I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone, and other expenses. I UNDERSTAND THAT I WILL NOT BE TREATED AS AN EMPLOYEE OF Drop it CBD FOR FEDERAL OR STATE TAX PURPOSES. I acknowledge and agree that Drop it CBD is not responsible for withholding and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection and remittance agreements between Drop it CBD, all appropriate taxing jurisdictions, and all related rules and procedures.
4. Drop it CBD Policies. I have carefully read and agree to comply with the Drop it CBD Policy Manual and the Drop it CBD Sales Compensation Plan, both of which are incorporated into the Product Promoter Agreement by this reference and become part of the Contract. I understand that I must be in good standing and not in violation of any of the terms of the Contract in order to be eligible to receive any bonuses or commissions from Drop it CBD. I understand that if I enroll without a social security number my purchases and bonuses under the Drop it CBD Sales Compensation Plan are limited
I understand that the Contract, including this Product Promoter Agreement, the Drop it CBD Policy Manual, and the Drop it CBD Sales Compensation Plan, may be amended at any time at the sole discretion of Drop it CBD, and I agree that upon 30 days notice, any such amendment will apply to me. Notification of amendments will be published in official Drop it CBD materials including the Company's official website.
The continuation of my Drop it CBD business or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments to the contract.
5. Term and Termination. The term of this Contract and each subsequent renewal is one year.
Unless a party notifies the other of its intent to terminate the Contract, I understand and agree that the Contract is renewed automatically each year on its anniversary date. I understand and agree that I will need to pay a renewal fee each year to renew my Contract with Drop it CBD. I agree that Drop it CBD may automatically charge my credit card each year in the amount of $25.00 during the anniversary month of my Contract. Drop it CBD may terminate my account at any time for violation of the terms and conditions of the Contract including any amendments thereto.
If my Contract is canceled or terminated for any reason, I understand and agree that I will permanently lose all rights as a Product Promoter and I shall not be eligible to sell Drop it CBD products or services or to receive commissions, bonuses,or other remuneration from the activities of my former downline sales organization. In the event of cancellation, termination, or nonrenewal, I agree to forfeit and waive all rights I have, including but not limited to property rights, my former downline organization, and any commissions, bonuses, or other remuneration derived through the sales and other activities of my former downline organization.
If my Contract is not renewed, or if it is cancelled or terminated for any reason, I agree to immediately dis continue use of any and all Drop it CBD trademarks, service marks, and copyrighted materials. I also agree that during the term of this Contract and for one (1) year following the termination or cancellation of this Contract, regardless of the reason for termination or cancellation, I will not directly or indirectly solicit or recruit, as defined in the Drop it CBD Policy Manual, any Drop it CBD Product Promoter who is in my current or former downline position or with whom I became acquainted by virtue of my participation as a Drop it CBD Product Promoter.
6. Assignment. I may not assign any rights or delegate my duties under this Contract without the prior written consent of Drop it CBD. Drop it CBD may freely assign the Contract at any time.
Any attempt to transfer or assign the Contract without the express written consent of Drop it CBD renders the Contract terminable at the option of Drop it CBD and may result in termination of my business.
7. Breach of the Agreement. I understand that if I fail to comply with the terms of my Contract, Drop it CBD may, in its sole discretion, impose upon me disciplinary action as set forth in the Drop it CBD Policy Manual. If I am in breach, default, or violation of the Contract at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed. If I fail to pay for products or services when payment is due or am indebted to Drop it CBD for any reason, including but not limited to for commissions or bonuses paid on returned product, I authorize Drop it CBD to withhold and retain the appropriate amounts from my bonus or commission checks or to charge my credit cards or other accounts which I have placed on file with Drop it CBD.
8. Limitation of Liability and Indemnification. Drop it CBD, its members, managers, directors, officers, share holders, employees, assigns, and agents (collectively referred to as "affiliates"), shall not be liable for special, indirect, incidental, consequential, punitive, or exemplary damages. If Drop it CBD is found to be in breach of the Contract, the maximum amount of damages I may claim shall be limited to the amount of unsold inventory that I personally purchased from the company and have remaining on hand.
I release and agree to indemnify Drop it CBD and its affiliates from any and all liability, damages, fines, penalties, or other awards or settlements arising from, or relating to my actions in the promotion or operation of my Drop it CBD independent business and any activities related to it (for example, but not limited to, the presentation of Drop it CBD products or Sales Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, the making of any unauthorized claims, the failure to comply with any applicable federal, state, or municipal law or regulation, etc.)
9. Entire Agreement. This Product Promoter Agreement, the Sales Compensation Plan, and the Drop it CBD Policy Manual, in their current forms and as amended by Drop it CBD in its discretion, together constitute the entire agreement and Contract between Drop it CBD and myself. Any promises, representations, offers, or other communications not expressly set forth in this Product Promoter Agreement and Contract are of no force or effect. To the extent of any conflict or inconsistency between this Product Promoter Agreement and the Policy Manual (in their current form or as subsequently modified), the Policy Manual shall govern.
10. Waiver and Severability. Any waiver by Drop it CBD of any breach of the Contract must be in writing and signed by an authorized officer of Drop it CBD. Waiver by Drop it CBD of any breach of my Contract by me shall not operate or be construed as a waiver of any subsequent breach. If any provision of the Contract is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the balance of the Contract will remain in full force and effect.
11. Survival. Sections 5, 8, 9, 10, 12, 13, 16, and 17 of this Product Promoter Agreement, as well as the covenants to protect Drop it CBD's trade secrets, confidential information, intellectual property, and other proprietary materials, as set forth more fully in the Policy Manual, shall survive the termination of the Contract
12. Resolution of Conflicts. In the event of any dispute, claim, question, or disagreement arising from or relating to the Contract or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement.
To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered in Provo, Utah, by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules, and there shall be no right or authority for any dispute, claim, question, or disagreement to be arbitrated on a class action basis. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
This agreement to arbitrate shall survive any termination or expiration of the Contract.
Notwithstanding this arbitration provision, nothing herein shall prevent Drop it CBD from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary restraining order, preliminary injunction, permanent injunction, or other relief available to safeguard and protect Drop it CBD's interest prior to, during, or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.
13. Governing Law. The parties consent to exclusive jurisdiction and venue before any federal court in Salt Lake County or any state court in Utah County, State of Utah, for purposes of seeking equitable relief and/or enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state's law shall govern issues relating to jurisdiction and venue.
I agree that, notwithstanding any statute of limitation to the contrary, any claim or action I wish to bring against Drop it CBD for any act or omission relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against Drop it CBD for such act or omission. I waive any and all claims or rights to have any other statute of limitation apply.
14. Use of Name and Image. I authorize Drop it CBD to use my name, photograph, personal story, and/or likeness in advertising or promotional materials and waive all claims to remuneration for such use.
15. Electronic Communication. I authorize Drop it CBD and its affiliates to communicate with me through electronic mail or fax at the email address or fax number provided in this Product Promoter Agreement. I understand that such email may include offers or solicitations for the sale and purchase of Drop it CBD products, sales aids, or services
16. Counterparts. Faxed copies of this Product Promoter Agreement shall be deemed an original.
To be valid, copies submitted to Drop it CBD by fax must include the front and back of the document.
17. Data Protection. If Member desires to use physical form to enroll, Member agrees to cutoff payment card information from physical form and shred payment card information prior to submitting physical form to Drop it CBD. I give consent for Drop it CBD to process the personal data contained in this application/agreement and to transfer this personal data,together with information about this Product Promoter account's future sales activities, to any of Drop it CBD's worldwide subsidiaries and affiliated companies, and to other Product Promoters who are in the same sales organization or distribution chain, for the sole purpose of administering the sales and distribution of Drop it CBD products and providing reports to its Product Promoters of sales activity in their sales organizations.
I understand that this transfer of information may be made to countries without a level of legal protection of privacy equivalent to that provided in my home country. I understand that if I receive sales reports containing personal data of other Product Promoters, I agree that I will not use such data except in the administration and development of my sales organization, and that upon termination of my Contract, I will immediately delete all such personal data from my files, except as otherwise required by law. The parties agree that this obligation survives the termination of the Contract. If you do not want this personal data processed or transferred as described herein, please do not create a Product Promoter account with Drop it CBD.
* All words with registered trademark symbols are registered trademarks of Drop it CBD Holdings, LLC.