Upful Tribe Ambassador Policy

UPFUL TRIBE BRAND AMBASSADOR

TERMS AND CONDITIONS, POLICIES AND PROCEDURES

TERMS AND CONDITIONS

1. Interpretation. These Terms and Conditions are a part of that certain Upful Tribe Brand Ambassador Agreement between Brand Ambassador and the Company (the “Agreement”), and all capitalized terms used but not defined herein shall have the meanings ascribed to such terms elsewhere in the Agreement, including without limitation the Policies and Procedures and the Commission Plan. The Agreement shall become effective upon acceptance by the Company. The Company may reject the Agreement without disclosing any reason therefore.
2. Representations of the Company; Covenant. The Company represents and warrants that (i) the Company has the power and authority to enter into this Agreement, (ii) it is not a party to any agreement or subject to any law that restricts the Company’s performance of the Company’s obligations hereunder, and (iii) the Company possess all legal authorizations, permits and licenses necessary for the conduct of the Company’s obligations hereunder. The Company covenants and agrees to comply with all laws, regulations and codes applicable to the Company’s duties and obligations hereunder.  
3. Representations of Brand Ambassador; Covenant. Brand Ambassador represents and warrants that (i) he or she has the power and authority to enter into this Agreement, (ii) he or she is not a party to any agreement or subject to any law that restricts Brand Ambassador’s performance of Brand Ambassador’s obligations hereunder, and (iii) Brand Ambassador possesses all legal authorizations, permits and licenses necessary for the conduct of Brand Ambassador’s obligations hereunder. Brand Ambassador covenants and agrees to market, promote and sell the Products in compliance with all laws, regulations and codes applicable to Brand Ambassador’s duties and obligations hereunder.
4. Appointment; Limited License. Upon acceptance of this Agreement by the Company, Brand Ambassador shall be appointed as a brand ambassador of the Company, and shall have the right to purchase and promote the Products pursuant to the terms and conditions hereof. Subject to the terms and conditions hereof, Brand Ambassador shall have the limited license and right to use the Company’s trademarks and trade names for the purpose of promoting and selling Products and performing Brand Ambassador’s obligations hereunder, all in accordance with the Policies and Procedures. In no event shall Brand Ambassador have or be granted any ownership in any of the Company’s intellectual property.
5. Products; No Minimum Purchase Requirement; No Resell of Products. The Company has developed and may in the future develop certain nutritional products available for sale by Brand Ambassador (the “Products”). As a brand ambassador, Brand Ambassador is authorized to purchase Products pursuant to the terms and conditions of this Agreement. The Company shall, in its sole discretion, determine the sales price and terms of sale for the Products. Brand Ambassador is not required to meet minimum purchase requirements to maintain Brand Ambassador’s status as a brand ambassador hereunder. Brand Ambassador may not resell any Products purchased directly by Brand Ambassador, but shall refer other potential customers to make purchases directly from the Company using their Brand Ambassador’s Unique Code.
6. Promotion of Products; Products Warranty. Brand Ambassador understands and agrees that the Company has expended considerable time and resources conducting testing of the Products and preparing official literature regarding the composition and performance of the Products. Brand Ambassador agrees to present the Products in a manner consistent with the official literature of the Company. In no event shall Brand Ambassador make any representations or warranties about the Products not contained in the official literature of the Company. Brand Ambassador shall conduct all marketing activities in compliance with the Policies and Procedures. Brand Ambassador will indemnify and defend the Company against any third party claims asserted against the Company related to Product representations made by Brand Ambassador that are not contained in the Company’s official literature. The only warranty provided by the Company related to the Products shall be the written warranty included with shipment thereof, and any other warranties are expressly disclaimed.
7. Commissions. Brand Ambassador shall be entitled to discounts for Brand Ambassador’s purchases of Products, and Brand Ambassador may earn commissions on purchases of Products by parties referred to the Company by Brand Ambassador and on purchases by brand ambassadors referred by Brand Ambassador, all pursuant to the Commission Plan. To be eligible to receive payment of any commissions earned, Brand Ambassador must be in good standing at the time of any applicable payment. The Brand Ambassador will not receive commission on referrals to orders being sent to the same address.
8. Term and Termination. The term of this Agreement is at will, and may be terminated immediately by the Company to the Brand Ambassador. It is not requisite that the Brand Ambassador submits formal written notice to terminate the agreement, as no formal activity is required. In the event of a breach of either party’s obligations hereunder, the other party may terminate this Agreement immediately. In the event of cancellation or termination by the Brand Ambassador for any reason or by the Company for a breach by Brand Ambassador, Brand Ambassador shall waive all rights he or she have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. For the avoidance of doubt, the Company may terminate this Agreement and all other agreements between the Company and other brand ambassadors if the Company elects to cease business operations, dissolve the Company or terminate its business. Upon the termination of this Agreement, all limited licenses granted to Brand Ambassador hereunder shall cease and Brand Ambassador shall cease to hold himself or herself out as brand ambassador of the Company. All covenants set forth herein that by their terms survive the termination of this Agreement shall survive such termination.
9. Relationship of the Parties. Nothing herein shall be construed to create a joint venture or partnership between the parties or an employer/employee, franchisor/franchisee or agency relationship. Brand Ambassador is an independent contractor and shall determine the method, details, and means of conducting the business of Brand Ambassador. There are no minimum requirements for time commitment. Brand Ambassador agrees that Brand Ambassador will be solely responsible for paying all expenses incurred by Brand Ambassador, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses. BRAND AMBASSADOR UNDERSTANDS THAT BRAND AMBASSADOR SHALL NOT BE TREATED AS AN EMPLOYEE OF THE COMPANY FOR FEDERAL OR STATE TAX PURPOSES. The Company is not responsible for withholding, and shall not withhold or deduct from my commissions, if any, FICA, or taxes of any kind.
10. Confidentiality. Brand Ambassador acknowledges and agrees that this Agreement is confidential, and may not be disclosed to third parties without the Company’s consent. In addition, in the course of Brand Ambassador’s relationship with the Company, Brand Ambassador may receive confidential information regarding the Products and/or the business and affairs of the Company which is not generally known or made available to the public and is treated as confidential by the Company (the “Confidential Information”). Brand Ambassador agrees not to use the Confidential Information for any purpose other than the performance of Brand Ambassador’s obligations hereunder and agrees not to disclose the Confidential Information to any third parties without the prior written consent of the Company.
11. Restrictive Covenants. During the term of the Agreement, Brand Ambassadors agrees that he or she will notpromote, market or sell wellness products that are competitive with the Products. Brand Ambassadors agrees that he or she will not solicit any customers of the Company with whom the Brand Ambassador had a relationship during the term of the Agreement to purchase wellness products competitive with the Products.
12. Assignment. Brand Ambassador may not assign any rights or delegate its duties under this Agreement without the prior written consent of the Company. Any attempt to transfer or assign Brand Ambassador’s rights or duties under this Agreement without the express written consent of the Company renders the Agreement voidable at the option of the Company and may result in termination of this Agreement. The Company may assign its rights and delegate its duties hereunder to any third party acquirer of the business of the Company, and following such an assignment and delegation; the Company shall have no further duties or obligations hereunder.
13. Remedies. Brand Ambassador understands that if he or she fails to comply with the terms of the Agreement, the Company may, at its discretion, impose disciplinary action as set forth in the Policies and Procedures.
14. No Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE UNDER THIS AGREEMENT TO BRAND AMBASSADOR OR ANY THIRD PARTY CLAIMING THROUGH BRAND AMBASSADOR FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT BRAND AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
15. Entire Agreement. This Agreement, in its current form and as amended by the Company at its discretion, constitutes the entire contract between the Company and Brand Ambassador. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
16. Severability. If any provision of the Agreement 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 Agreement will remain in full force and effect.
17. Authorization. Brand Ambassador authorizes the Company to use his or her name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.
18. Territory. Brand Ambassador will sell and promote the Products in the geographic location of Brand Ambassador’s choosing. Brand Ambassador understands and agrees that the Company may appoint other brand ambassadors within the geographic location where Brand Ambassador promotes Products, and nothing herein grants Brand Ambassador the exclusive right to promote Products within any geographic area.
19. Products Return Policy. If a return is process in away from the customer referral of the Brand Ambassador.
20. Credit Card Purchases. Brand Ambassador agrees that it is against the Policies and Procedures to use another individual’s credit card without the individual’s prior written approval, and Brand Ambassador must provide a copy of such written approval upon request from the Company.
21. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
22. Attorneys’ Fees. In the event that any party institutes any legal suit, action, or proceeding, including arbitration, against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including actual attorneys’ fees and expenses and court costs
23. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and assigns nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

POLICIES AND PROCEDURES 

The Company’s current Policies and Procedures are available at www.upfulblends.com. The Company’s Policies and Procedures are a part of Upful Blends' Brand Ambassador Agreement between Brand Ambassador and the Company (the “Agreement”).

Section 1. Code of Ethics

Upful Blends expects and requires its independent Brand Ambassadors to conduct themselves in accordance with the highest standards of ethical behavior. Brand Ambassadors are expected to practice the following ethical behavior when introducing people to, and representing the Company and its products. Violations of the Code of Ethics may subject the Brand Ambassador to disciplinary action by the Company depending on the materiality of the violation. The following guidelines help ensure a uniform standard of excellence throughout the Upful Blends organization. All Brand Ambassadors should:

A. Be respectful of every person while conducting Upful Blends related business.

B. Conduct themselves and their business activities in an ethical, moral, legal and financially honest manner. Brand Ambassadors should not engage in activities and behavior that would bring disrespect or embarrassment to Upful Blends, its corporate officers, employees, themselves, or other Brand Ambassadors.

C. Refrain from making negative or disparaging statements about other companies, their employees, or their products.

D. Refrain from making negative or disparaging statements about other Upful Blends Brand Ambassadors.

E. Be truthful in representations of Upful Blends products.

F. Give support and encouragement to customers to ensure that their experience with Upful Blends is meaningful and rewarding.

G. Accurately teach and represent the Upful Blends Commission Plan. Make no claims related to past, present, or future earnings. The Brand Ambassador should not use their own income as an indication of other’s potential success, or use compensation checks as marketing materials.

H. Abide by all of Upful Blends policies and procedures as they are currently found in the Policies and Procedures and the other Contract documents, and as they may be amended in the future

Section 2. Purchasing Products

A. No Requirement to Purchase Products. A Person is not required to purchase any product in order to be a Upful BlendsBrand Ambassador.

B. Reselling of Upful Blends Products. Brand Ambassadors are not permitted to purchase Upful Blends products for resale.

C. Credit Card Use. Brand Ambassadors are strongly discouraged from using their own credit cards to purchase products for another Brand Ambassador or Customer. Brand Ambassadors are prohibited from using their own credit cards to purchase products for another Brand Ambassador who has been a Brand Ambassador for less than 30 days. Brand Ambassadors may not place a product order using someone else’s credit card without the credit card owner’s written permission. In those rare circumstances where it is necessary to purchase product for another Brand Ambassador, the Company must receive written permission from the Brand Ambassador for whom the product order is being placed. Failure to produce such permission upon request of the Company may result in cancellation of the sale, forfeiture of commissions resulting from the sale, and other disciplinary action.

D. Repackaging Prohibited. Brand Ambassadors may not print their own labels or repackage Upful Blends products. Products are to be sold in their original packaging only. For instance, Brand Ambassadors may not resell individual parts of a product separately from the original product packaging.

Section 3. Product Return Policy

1. Company’s Right to Recoup Unearned Bonuses. Bonuses are paid to Brand Ambassadors based on the purchase of Company products by customers. When products are returned, the Company has the right to recoup the commissions that were paid based on the purchase of the products that were returned. The Company may recoup these commissions by requiring a Brand Ambassador to pay the Company directly, or the Company may withhold the amount of the commission from future commission payments.
2. Return of Sales Aids. Personalized Sales Aids are not returnable or refundable.
3. Credit Card Charge Backs. Brand Ambassadors are required to return products under the Company’s product exchange and return policies rather than doing a credit card chargeback.

Section 5. Commissions Plan & Loyalty Program

See Brand Ambassador commission plan attachment 1

Section 6. Product Claims

A. Food and Drug Administration Standards. Many products fall under nutritional and cosmetic classifications set forth by the U.S. Food and Drug Administration (FDA). The FDA regulates and oversees the production and sale of nutritional and cosmetic products to assure their safety and proper representation to the public. The FDA also has labeling and packaging standards with which the Company must comply.

B. Federal Trade Commission Standards. Similarly, advertising is regulated by the Federal Trade Commission (FTC). The FTC Act requires that before making any representation about the health benefits, performance, efficacy, safety or ingredients of any Product that at the time of making such representations, the company, or spokesperson for the Company, must possess and rely upon competent and reliable scientific evidence that substantiates the representation being made. “Competent and reliable scientific evidence” means tests, analyses, research and/or studies using procedures generally accepted by experts in the relevant scientific field that yield accurate and reliable results and that have been conducted and evaluated in an objective manner by persons qualified to do so.

C. Permissible Claims. A Brand Ambassador may represent Upful Blends products as represented on WWW.UPFULBLENDS.COM.

D. FDA Disclaimer. When discussing the benefits of Upful Blends products, a Brand Ambassador should refer to the FDA statement on Upful Blends product labels: “These statements have not been evaluated by the Food and Drug Administration. This product is not intended to diagnose, treat, cure, or prevent disease.”

E. Disclosure. When promoting Upful Blends products, a Brand Ambassador must disclose the fact that the Brand Ambassador is a Upful Blends Brand Ambassador who receives commissions from the Company.

Section 7. Trade Show and Events Policy 

Upful Blends may participate in trade shows and Events. Ambassadors may occasionally be allowed to participate. If the option is available a sign up sheet will be posted on WWW.UPFULBLENDS.COM. It will be at Upful Blends' sole discretion who they allow to participate at these Trade Shows and/or Events.

Section 8. Payment of Taxes

A. Income Tax. A Brand Ambassador accepts sole responsibility for all self-employment and income taxes due to income earned as a Upful Blends Brand Ambassador. At the end of each calendar year, Upful Blends will provide a statement of earnings [1099 form] for tax purposes to each Brand Ambassador with an annual income at or over the minimum required to be reported to the United States Internal Revenue Service. Note: Any contest, incentive or prize items may be included in the 1099 form. To the extent required by law, the Company will send notification of the Brand Ambassador’s commission payments to relevant tax authorities.

Section 9. Product Liability Claims

A. Company Defense of Claims. Subject to the limitations set forth in this provision, Upful Blends shall defend Brand Ambassadors from claims made by third-party customers alleging injury from use of a product, or injury due to a defective product. Brand Ambassadors must promptly notify the Company in writing of any such claim, no later than ten (10) days from the date of the third-party claimant’s letter alleging injury. Failure to so notify the Company shall alleviate any obligation of the Company respecting such claim. Brand Ambassadors must allow the Company to assume the sole and absolute discretion respecting the defense of the claim, and use and choice of counsel as a condition to the Company’s obligation to defend them. 

B. Exceptions to Indemnification of Brand Ambassador. The Company shall have no obligation to indemnify a Brand Ambassador if:

1. the Brand Ambassador has not complied with the Contract respecting obligations and limitations covering the distribution and/or sale of the products;

2. the Brand Ambassador has repackaged, altered or misused the product, made claims or given instructions or recommendations respecting the use, safety, efficacy, benefits or results, which do not comply with the approved literature of the Company; or,

3. The Brand Ambassador settles or attempts to settle a claim without the Company’s written approval.