AUTHORIZATION AND CONTRACT:
- By executing the BE Publisher Agreement (“Agreement”), you apply for legal authorization to become a BE business owner and enter into a contract with “BE”.
- All documents are collectively referred to as simply the “Agreement.” BE reserves the right to reject any application for any reason.
EXPIRATION, RENEWAL, AND TERMINATION:
- This Agreement will remain in effect until you voluntarily cancel the Agreement, your account becomes Inactive and/or you fail to renew, or the Company terminates you as a Publisher, as outlined more fully in the Policies and Procedures.
- If you fail to renew your BE business, or if it is cancelled or terminated for any reason, you understand that you will permanently lose all rights as a Publisher. You shall not be eligible to promote or market BE products and services nor shall you be eligible to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization from the date when such suspension, termination or cancellation becomes effective.
- In the event of cancellation, termination or nonrenewal, you immediately waive all rights you have, including but not limited to property rights, to your former downline organization and any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization.
- BE reserves the right to terminate any Publishers upon 30 calendar days’ notice if the Company elects to:
- cease business operations;
- dissolve as a business entity; or
- terminate distribution of its products and/or services via direct selling channels.
- Publisher may cancel this Agreement at any time, and for any reason, upon giving an advance written notice to BE of at least 30 calendar days. However, the Publisher shall be bound by all the restrictive covenants.
- BE can terminate the Agreement without any advance notice if Publisher is in material breach of this Agreement, or if BE has reasonable grounds to believe the same. BE shall not be liable for any damages or compensation for exercising its rights under this clause.
INDEPENDENT CONTRACTOR STATUS:
- YOU AGREE THIS AUTHORIZATION DOES NOT MAKE YOU AN EMPLOYEE, AGENT, OR LEGAL REPRESENTATIVE OF BE OR YOUR SPONSORING PUBLISHER.
- AS A SELF-EMPLOYED INDEPENDENT CONTRACTOR, YOU WILL BE OPERATING YOUR OWN INDEPENDENT BUSINESS, BY MARKETING PRODUCTS AVAILABLE THROUGH BE ON YOUR OWN ACCOUNT.
- YOU HAVE COMPLETE FREEDOM IN DETERMINING THE NUMBER OF HOURS THAT YOU WILL DEVOTE TO YOUR BUSINESS, AND YOU HAVE THE SOLE DISCRETION OF SCHEDULING SUCH HOURS.
BE’S PROPRIETARY INFORMATION AND TRADE SECRETS:
- You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by BE, including Line of Sponsorship (LOS) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the BE business including, without limitation, Publishers lists, sponsorship trees, and all BE publisher information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of BE, which it keeps as proprietary and confidential and treats as a trade secret.
- During the term of your contract with BE, BE grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (Proprietary Information), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and sales, earnings and other financial reports to facilitate your BE business.
NON-SOLICITATION AND NON-COMPETE AGREEMENT: Kindly refer to BE Policies and Procedures.
IMAGES / RECORDINGS / CONSENTS: You agree to permit BE to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by BE for any lawful purpose, and without compensation.
MODIFICATION OF TERMS: With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in the Policies and Procedures.
TIME LIMITATION: If a Publisher wishes to bring an action against BE for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action.
INDEMNIFICATION: Publisher agrees to indemnify, defend, and hold harmless BE (together with its Related Parties, agents, other Publishers, stockholders, members, employees, directors, officers, and attorneys, collectively “Indemnified Parties”) from and against any and all losses or liabilities (including attorneys’ fees) they may suffer or incur as a result of Publisher’s breach or alleged breach of the Publisher Agreement, including, without limitation, any terms or conditions of the Policies and Procedures.
MISCELLANEOUS: The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and BE and supersedes any prior agreements, understandings and obligations between you and BE concerning the subject matter of your contract with BE.
MANDATORY ARBITRATION: Any dispute, controversy, or claim arising out of or in connection with this Agreement, or the breach, termination or validity thereof, shall be submitted to the AAA Arbitration Centre and settled by final and binding arbitration in accordance with the AAA Arbitration Rules. Judgment on any award issued under this clause may be entered by any court of competent jurisdiction.
- The Seat of the Arbitration shall be Delaware.
- The Venue of Arbitration shall be Delaware.
- The Language of the Arbitration shall be English.
- The Substantive law for the arbitration agreement shall be the laws of Delaware, USA.
- Confidentiality: The Parties, AAA and the Arbitrator shall maintain the confidential nature of the arbitration proceedings and the award, including the hearings, documents submitted, oral and written submissions etc.
- PARTIES HEREBY AGREE THAT THIS ARBITRATION AGREEMENT CAN NOT BE AMENDED UNILATERALLY BY ONE PARTY. IN ORDER TO AMEND THIS ARBITRATION AGREEMENT, BOTH THE PARTIES MUST AGREE IN WRITING.
- This arbitration provision shall survive termination of this Agreement.
- Parties agree that the Arbitration Tribunal has the right to waive the requirements of an in-person oral hearing to ensure that arbitration is cost controlled.
Parties agree that, by entering into this Agreement, both Parties are each waiving the right to a trial by jury or to participate in a class action. Parties agree that each shall bring claims against the other only in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.
If the competent court or arbitration tribunal decides an issue or part of an issue s not arbitrable then such a non-arbitrable issue shall be referred to the Delaware Courts for final adjudication.