Ximo365 Brand Ambassador Policies and Procedures Agreement

Transcription

1 Ximo365 Brand Ambassador Policies and Procedures Agreement Effective August 2014 SECTION 1 - INTRODUCTION Policies for the Brand Ambassador Agreement These Policies and Procedures, in their present form and as amended at the sole discretion of Ximo Health, LLC, dba XimoRocks (hereafter XimoRocks or the Company ), are incorporated into, and form an integral part of, the Ximo365 Brand Ambassador Agreement. Throughout these Policies, when the term Agreement is used, it collectively refers to the Ximo365 Brand Ambassador Program and Agreement, these Policies and Procedures, and the Ximo365 Brand Ambassador Plan. The person or company that is Brand Ambassador is hereafter known as Brand Ambassador Changes to the Agreement XimoRocks reserves the right to amend the Agreement and its prices in its sole and absolute discretion. By executing the Agreement, a Brand Ambassador agrees to abide by all amendments or modifications that XimoRocks makes. Amendments shall be effective 30 days after publication of notice and posting the amended provisions, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment Policies and Provisions Severable If any provision of the Agreement, in its current form or as may be amended, is found to be invalid, or unenforceable for any reason, only the invalid portion(s) of the provision shall be severed and the remaining terms and provisions shall remain in full force and effect. The severed provision, or portion thereof, shall be reformed to reflect the purpose of the provision as closely as possible Waiver The Company never gives up its right to insist on compliance with the Agreement and with the applicable laws governing the conduct of a business. No failure of XimoRocks to exercise any right or power under the Sponsorship Agreement or to insist upon strict compliance by a Sponsorship with any obligation or provision of the Agreement, and no custom or practice of the parties at variance with the terms of the Agreement, shall constitute a waiver of XimoRocks right to demand exact compliance with the Agreement. The existence of any claim or cause of action of a Brand Ambassador against XimoRocks shall not constitute a defense to XimoRocks enforcement of any term or provision of the Agreement. SECTION 2 - Benefits 2.1 Brand Ambassador Benefits Once an Application has been accepted by XimoRocks, the Brand Ambassador will have the following benefits as long as they stayed qualified: (Qualifications in section 2.1.2) 1

2 $50 in free product once $300 in sales is generated. Shipping for the free product will be taken from the Brand Ambassador s commissions. Free T-Shirt once the $300 in sales is generated Participate in the XimoRocks Compensation Plan (receive bonuses and commissions, if eligible); Brand Ambassador s bring other individuals in as Customer/Distributors into the XimoRocks business and thereby, build a marketing organization and progress through the XimoRocks Compensation Plan; Participate in XimoRocks-sponsored support, service, training, motivational and recognition functions, upon payment of appropriate charges, if applicable; and Participate in promotional and incentive contests and programs sponsored by XimoRocks for its Brand Ambassadors Brand Ambassador s Benefits Qualification Brand Ambassador must generate at $300 in sales to receive $50 in free product and continually promote the XimoRocks brand through Social Media Failure to Meet the Sales Quota If a Brand Ambassador fails to personally generate at $300 in sales after 6 months your agreement can be forfeit. Please see section 8 for Sponsorship Cancellation SECTION 3 Brand Ambassador s Responsibilities 3.1 Ongoing Sales Responsibilities Regardless of their level of achievement, Brand Ambassadors have an ongoing obligation to continue to personally promote sales through the generation of new customers and through servicing their existing customers. 3.2 Brand Ambassador s Availability The Brand Ambassador needs to be availability to the company for new photographs, video recordings, LiveStreams, interviews, etc. The company shall give reasonable notice to a Brand Ambassador, in no case less than forty-eight (48) hours in advance, of all reasonably necessary details regarding the request. The Brand Ambassador agrees to make all necessary arrangements to meet the scheduled commitment. 3.3 Positive Social Media The Brand Ambassador agrees to make Positive Social Media posts twice a week on any social media site. The Brand Ambassador agrees to include a photograph or video where they are wearing or drinking the product at least once a week. The Brand Ambassador agrees to 1 positive video a month loaded up to YouTube and the link sent to XimoRocks. The Brand Ambassador will acknowledge during the posts that they are representing the Company, its products, and the XimoRocks brand. The social media content should inspirational, educational, instructional, and directed toward building brand awareness. Please see Section 5 on Social Media Conduct 2

3 SECTION 4 Ordinances 4.1 Adherence to Laws and Ordinances Brand Ambassadors shall comply with all federal, state, and local laws and regulations in the conduct of their businesses. Many cities and counties have laws regulating certain home-based businesses. In most cases these ordinances are not applicable to Brand Ambassadors because of the nature of their business. However, Brand Ambassadors must obey those laws that do apply to them. If a city or county official tells a Brand Ambassador that an ordinance applies to him or her, the Brand Ambassador shall be polite and cooperative, and immediately send a copy of the ordinance to the Compliance Department of XimoRocks. 4.2 Status as Independent Contractor The Brand Ambassador is, and is intended to be, an independent contractor with respect to the Commitments and all services to be performed by them pursuant to this Agreement, the Company shall have no right to direct or control the manner in which the Brand Ambassador performs the Commitments or any ancillary services. The relationship of the Brand Ambassador to the Company is that of an independent contractor, and nothing herein shall be construed as creating any employee, partner, joint venture, or other relationship. 4.3 Grant of License; Ownership of Photographs/Videos The Brand Ambassador grants to XimoRocks and the XimoRocks hereby accepts a non-transferable license to use any photographs/videos the Brand Ambassador personally submits. The Brand Ambassador also authorizes XimoRocks, its representatives, employees, and assigns, the irrevocable and unrestricted right to use and publish photographs/videos the Brand Ambassador submits to XimoRocks. The Brand Ambassador agrees that any new photographs/videos that are produced by XimoRocks are owned by XimoRocks. The Brand Ambassador agrees that any photographs/videos they personally submit to XimoRocks and any new photographs/videos can be used for printed material, editorial trade, publicity, exhibit, marketing, electronic form, illustration, production, web content, social media, publishing, advertising, and any other purpose and in any manner and medium; and to alter the same without restriction. The Brand Ambassador agrees and understands that there will be no financial or any other reimbursement for the use of any of the photographs/videos. The Brand Ambassador releases XimoRocks, its representatives and employees from all claims and liability relating to all photographs/videos. Section 5 Social Media Conduct 5.1 Social Media as a Sales and Promotion Forum Social Media sites are relationship-building sites. Building relationships is an important part of the sales process, positive Social Media sites are to be used as a direct medium for generating sales. 3

4 5.2 Brand Ambassadors Are Responsible for Postings Brand Ambassadors are personally responsible for their postings and all other online activity that relates to XimoRocks. Therefore, even if a Brand Ambassador does not own or operate a blog or Social Media site, if a Brand Ambassador s posts to any such site that relates to XimoRocks or which can be traced to XimoRocks, the Brand Ambassador is responsible for the posting. 5.3 International Marketing Brand Ambassador are authorized to sell XimoRocks products, and enroll Customers or Distributors only in the countries in which XimoRocks is authorized to conduct business, as announced on the Company s official website or other official Company literature. XimoRocks products or sales aids may not be shipped into or sold in any foreign country that the Company has not announced is officially open for business. Brand Ambassador may sell, give, transfer, or distribute XimoRocks products or sales aids only in their home country. In addition, no Sponsorships may, in any unauthorized country: (a) conduct sales, enrollment or training meetings; (b) enroll or attempt to enroll potential customers or distributors; or (c) conduct any other activity for the purpose of selling XimoRocks products, establishing a marketing organization, or promoting the XimoRocks opportunity. 5.4 Negative Comments XimoRocks wants to provide its Brand Ambassador with the best products, compensation plan, and service in the industry. Accordingly, we value your constructive criticisms and comments. All such comments should be submitted in writing to theoffice@ximorocks.com. Remember, to best serve you, we must hear from you! While XimoRocks welcomes constructive input, negative comments and remarks made in the field by its Brand Ambassadors about the Company, its products, or compensation plan serve no purpose other than to sour the enthusiasm of other XimoRocks Brand Ambassadors. For this reason, and to set the proper example Brand Ambassadors must not disparage, demean, or make negative remarks about XimoRocks, other XimoRocks Brand Ambassadors, XimoRocks products, the Marketing and Compensation plan, or XimoRocks directors, officers, or employees. Complaints and concerns about XimoRocks and/or its products should be directed to the Office. Disputes or disagreements between any Brand Ambassadors and XimoRocks shall be resolved through the dispute resolution process set forth in the XimoRocks Policies and Procedures and the Company and the Brand Ambassador agree specifically not to demean, discredit, disparage, or criticize one another on the internet or any other public forum. 5.5 Brand Ambassador s Web Sites Brand Ambassadors are provided with a replicated website by XimoRocks, from which they can take orders, enroll new Customers/Distributors, and place customers on the autoship program, as well as manage their XimoRocks business. Brand Ambassadors may use only replicated websites provided by XimoRocks to promote their XimoRocks business, and may not create their own websites to directly or indirectly promote XimoRocks products, services, or the XimoRocks opportunity. Brand Ambassadors may create their own web address and redirect it to their XimoRocks replicated website. 4

5 Section 6 General Conduct 6.1 Conduct The Brand Ambassador agrees to represent the products and XimoRocks (including all brand names and intellectual property associated therewith) in good faith and to the best of their professional ability. The Brand Ambassador further agrees to conduct him/herself in a strictly professional manner. 6.2 Confidentiality The Brand Ambassador agrees to maintain in the strictest confidence all of the Policies and Procedures of this Agreement, as well as any other Confidential Information of the Company, including following: business contacts; commercial secrets; promotional marketing or product development concepts (even if not reduced to writing); contractual relationships with customers, vendors, employees, contractors or joint venture partners; customer lists; customer contract information; any data, designs, research, know-how, development, ideas, specifications, improvements relating to the Products sold by the Company; price lists; costs, profit and mark-up information; financial statements; marketing materials; and other business strategies of the Company, and other similar information. 6.3 Warranties of Brand Ambassador The Brand Ambassador warrants, represents, and covenants the following: (a) No Conflicts. The making of this Agreement does not violate any agreements, covenants or obligations of any kind between the Brand Ambassador and any third-party (b) Exclusivity. During the agreement, the Brand Ambassador covenants not to own, assist, be employed by or contract with any business, firm or enterprise in the United States which manufactures, sells or distributes dietary supplements, energy enhancing products, and weight loss products. SECTION 7 - BONUSES AND COMMISSIONS 7.1 Bonuses and Commissions policies and guidelines A Brand Ambassador may earn bonuses and commissions. Polices and guidelines for earning commissions are located in the XimoRocks policies and procedures. SECTION 8 Cancellation of Your Agreement 8.1 Cancellation or Forfeit of Your Brand Ambassador If your Agreement is cancelled for any reason, you must discontinue using the XimoRocks name, and all of XimoRocks trademarks, trade names, service marks, and other intellectual property, and all derivatives of such marks and intellectual property, in any postings and all Social Media sites that you utilize. If you post on any Social Media site on which you have previously identified yourself as a Brand Ambassador, you must conspicuously disclose that you are no longer a Brand Ambassador of XimoRocks. XimoRocks will also discontinue using any photographs that the Brand Ambassador personally submitted 5

6 within 90 days of the cancellation. Any photographs or video produced by XimoRocks are owned by XimoRocks and can be used after the agreement cancellation. 8.2 Termination of Brand Ambassador Agreement XimoRocks may terminate the Brand Ambassador Agreement for any reason upon thirty (30) days written notice 8.3 Failure to Meet the Sales Quota If a Brand Ambassador fails to personally generate $300 in sales after 6 months your agreement can be forfeit and your Agreement shall be cancelled 6