1. Obligations and Representations.
I understand that as a Health By The Drop Affiliate for Botany Bay Oils, Inc., ("Botany Bay Oils"):
2. Presenting Botany Bay Oils Products and Services.
I agree to present the Botany Bay Oils Compensation Plan and Botany Bay Oils products and services as set forth in official Botany Bay Oils literature, electronic literature and presentations. I will not promise anyone any income, just the opportunity to create income.
3. Independent Contractor Status.
I agree that as a Botany Bay Oils Health By The Drop Affiliate, I am an independent contractor and not an employee, agent, partner, legal representative or franchisee of Botany Bay Oils and 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 Botany Bay Oils. I understand that I shall control the manner and means by which I operate my Botany Bay Oils business, subject to my compliance with this Affiliate agreement, the Botany Bay Oils Policy Manual, and the Botany Bay Oils 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, lease, rent and any other expenses. I understand I will not be treated as an employee of Botany Bay Oils for Federal, State or Local or any tax purposes. I acknowledge and agree that Botany Bay Oils 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 from now until the end of the world. I agree to be bound by all sales tax collection and remittance agreements between Botany Bay Oils, all appropriate taxing jurisdictions, and all related rules and procedures.
4. Botany Bay Oils Policies.
I have carefully read and agree to comply with the Botany Bay Oils Policy Manual and the Botany Bay Oils Sales Compensation Plan, both of which are incorporated into the Health By The Drop Affiliate 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 Botany Bay Oils. I understand that the Contract, including this Affiliate Agreement, the Botany Bay Oils Policy Manual, and Botany Bay Oils sales and commissions compensation plan, may be amended at any time at the sole discretion of Botany Bay Oils, and I agree that upon 30 days notice, any such amendment will apply to me. Notification of amendments will be published in official Botany Bay Oils materials including the Company's official website. The continuation of my Botany Bay Oils 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 Botany Bay Oils. I agree that Botany Bay Oils may automatically charge my credit card each year in the amount of $20.00 during the anniversary month of my Contract. Botany Bay Oils 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 Health By The Drop Affiliate and I shall not be eligible to sell Botany Bay Oils 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 discontinue use of any and all Botany Bay Oils 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 Botany Bay Oils Policy Manual, any Botany Bay Oils Health By The Drop Affiliate who is in my current or former downline organization or with whom I became acquainted by virtue of my participation as a Botany Bay Oils Health By The Drop Affiliate..
I may not assign any rights or delegate my duties under this Contract without the prior written consent of Botany Bay Oils. Botany Bay Oils may freely assign the Contract at any time. Any attempt to transfer or assign the Contract without the express written consent of Botany Bay Oils renders the Contract terminable at the option of Botany Bay Oils 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, Botany Bay Oils may, in its sole discretion, impose upon me disciplinary action as set forth in the Botany Bay Oils 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 Botany Bay Oils for any reason, including but not limited to for commissions or bonuses paid on returned product, I authorize Botany Bay Oils 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 Botany Bay Oils.
8. Limitation of Liability and Indemnification.
Botany Bay Oils, its members, managers, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as "affiliates"), shall not be liable for special, indirect, incidental, consequential, punitive, or exemplary damages. If Botany Bay Oils 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 Botany Bay Oils 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 Botany Bay Oils independent business and any activities related to it (for example, but not limited to, the presentation of Botany Bay Oils 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 Health By The Drop the Sales Compensation Plan, and the Botany Bay Oils Policy Manual, in their current forms and as amended by Botany Bay Oils in its discretion, together constitute the entire agreement and Contract between Botany Bay Oils and myself. Any promises, representations, offers, or other communications not expressly set forth in this Health By The Drop Affiliate Agreement and Contract are of no force or effect. To the extent of any conflict or inconsistency between this Health By The Drop Affiliate 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 Botany Bay Oils of any breach of the Contract must be in writing and signed by an authorized officer of Botany Bay Oils. Waiver by Botany Bay Oils 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.
Sections 5, 8, 9, 10, 12, 13, 16, and 17 of this Health By the Drop Affiliate Agreement, as well as the covenants to protect Botany Bay Oils' 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 this Health By The Drop Affiliate Agreement or 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 Farmington, 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 Botany Bay Oils 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 Botany Bay Oils' 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 Davis 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 Botany Bay Oils 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 Botany Bay Oils 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 Botany Bay Oils 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 Botany Bay Oils and its affiliates to communicate with me through electronic mail at the email address provided in this Health By The Drop Affiliate Agreement. I understand that such email may include offers or solicitations for the sale and purchase of Botany Bay Oils products, sales aids, or services.
Emailed copies of this Health By The Drop Affiliate Agreement shall be deemed an original. To be valid, copies submitted to Botany Bay Oils by email must include the front and back of the document.
17. Data Protection.
As a Botany Bay Oils Health by the drop affiliate, I agree not to market for resale on any site including but not limited to Amazon, EBay, or any other reselling web sites currently in existence or which may come into existence.. I may only offer wholesale memberships for others to purchase Botany Bay Oils products on which I will be commissioned at the then current Affiliate Agreement Compensation which is published on the Botany Bay Oils, Inc., official website and may change from time-to-time at the sole discretion of Botany Bay Oils, Inc. Violation of this section of the agreement will result in immediate termination and forfeiture of all downline sales group and any unpaid commissions.
19. Wholesale Member:
I may participate as a wholesale member purchasing only products for personal use and that of my family and may not sell them on any venue of any kind including all stated in Section 18 above. I understand that as a wholesale member I am also an affiliate and may offer wholesale memberships to others. There are no commissions for signing someone up to be a wholesale member or affiliate, but commissions will be paid to me at the then prevailing Affiliate Agreement Compensation which is published on the Botany Bay Oils, Inc., official website and may change from time-to-time at the sole discretion of Botany Bay Oils, Inc. I understand I have NO OBLIGATION to be an Affiliate.
19. FDA Compliance.
I also agree not to violate and remain in compliance FDA regulation and will not make claim to treating, diagnosing or curing any disease. FDA Guidelines do not allow claims that CBD can treat complex chronic health conditions, illness, or ailments.
I CAN claim CBD will assist in easing anxiety, but CANNOT claim CBD will treat PTSD. Ex. You CAN claim CBD will assist a person in getting better sleep, which in turn, in many cases, to boost a person's memory functionality which results in a focused and acute mind but CANNOT claim CBD will treat Alzheimer's.
I will not specifically name any illness and will especially not use those that are major killers such as Cancer! This includes the words tumor, radical cells, abnormal cells, and all the various named Cancers that currently exist or may come to exist.
This list is not exhaustive. If I have any questions I will reach out to Botany Bay Oils, Inc., for approval prior to any presentation.