Effective as of November 17, 2015
terms and conditions
1.LICENSE GRANT. This TOU provides to you a personal, revocable, limited, non-exclusive, royalty-free, non-sublicenseable, non-transferable license to use the Site conditioned on your continued compliance with the terms and conditions of this TOU. You may print and download materials and information from the Site solely for your personal use, provided that all hard copies contain all copyright and other applicable notices contained in such materials and information. The content layout, formatting, and features of and access privileges for the Site shall be as specified by Jafra in its sole discretion. You also acknowledge and agree to the following: (i) Jafra has the right to control and direct the means, manner, and method by which the Site is provided; (ii) Jafra may, from time to time engage independent contractors, consultants, or subcontractors to aid Jafra in providing the Site or use thereof; and (iii) Jafra has the right to provide the Site to others.
2.RESTRICTIONS. Notwithstanding the foregoing, you may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, broadcast, transmit, publish, remove or alter any proprietary notices or labels, license, sublicense, transfer, sell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use in any manner not expressly permitted herein the Site. Specifically, and by way of illustration and not limitation, you may not separate and use any graphics, photographs, or other audio, visual, or video elements from the accompanying text or material without the prior express written permission of Jafra and/or its licensor(s). Moreover, you may not (i) use any "deep link," "page scrape," "robot," "spider," or other automatic device, program, script, algorithm, or methodology, or any similar or equivalent manual process, to access, acquire, copy, or monitor any portion of the Site or in any way reproduce or circumvent the navigational structure or presentation of the Site to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site, (ii) attempt to gain unauthorized access to any portion or feature of the Site or any other systems or networks connected to the Site or to any Jafra server or to any of the services offered on or through the Site, by hacking, password "mining," or any other illegitimate or prohibited means, (iii) probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site, (iv) reverse look-up, trace, or seek to trace any information on any other User of or visitor to the Site, (v) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Jafra's systems or networks or any systems or networks connected to the Site, (vi) use any device, software, or routine to interfere with the proper working of the Site or any transaction conducted on the Site, or with any other person's use of the Site, (vii) forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to Jafra on or through the Site, (viii) use the Site or any Forum (as such term is described below) to harvest or collect e-mail addresses or other contact information; or (ix) use the Site in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact Jafra. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPYING OR REPRODUCING ANY SERVICES, PROGRAMS, INFORMATION, OR MATERIALS PROVIDED BY JAFRA TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS EXPRESSLY PROHIBITED.
3.USER OBLIGATIONS. By downloading, accessing, or using the Site in order to view any information and materials, register or enter into a transaction with or through Jafra for any reason, or submit information of any kind, you represent that you are at least eighteen (18) years of age or the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the Site, including, without limitation, when you provide information via a Site registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, Jafra reserves the right to terminate immediately your access to and use of the Site. In addition, you agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the Site. You also acknowledge and agree that use of the Internet and access to the Site is solely at your own risk. While Jafra has endeavored to create a secure and reliable Site, you should understand that the confidentiality of any communication or material transmitted to/from the Site over the Internet or other form of global communication network cannot be guaranteed. Accordingly, Jafra is not responsible for the security of any information transmitted to or from the Site. You must make your own determination as to such issues. To use the Site, you cannot be a person barred from using such services under the laws of the United States or other applicable jurisdictions, including the country in which you reside or from where you use the Site. By accepting this Agreement, you represent that you understand and agree to the foregoing.
4. PAYMENT TERMS. Use of the Site shall be on a royalty-free basis. Jafra, however, will be permitted to charge a fee(s) for use of the Site (or certain portions thereof) and shall indicate such applicable fee by providing you with notice thereof. In order to continue to use of the Site following Jafra’s notice that a fee will apply, you must pay the then-applicable licensee fee(s) (as designated by Jafra). Such fees are payable in advance and are non-cancelable if you continue use of the Site or the designated license. Such fees do not include any applicable taxes and you shall remain responsible for and shall pay all taxes, duties, and levies of any kind imposed by any governmental entity with respect to the transactions contemplated under the Agreement (exclusive of taxes on Jafra’s net income). You shall provide copies of any and all exemption certificates to Jafra if you are entitled to any exemption. You shall not offset or reduce any amount owed to Jafra. All fees are in U.S. Dollars ($)and you shall use the payment method prescribed by Jafra or otherwise forward the payment of any fees (in U.S. Dollars) to Jafra at the address designated by Jafra. Use of credit card or other online payment method by you shall include a representation that you are authorized to use such card or payment method. Any dispute with a third party payment provider arising from purchase made by you shall be resolved directly by you and such third party payment provider. Jafra reserves the right to terminate or suspend access to the Site if you fail to pay any amounts when due.
5.OTHER TERMS AND CONDITIONS. Additional notices, terms, and conditions may apply to the purchase of products through the Site or the use of software contained on the Site. You agree to abide by such other notices, terms, and conditions, as applicable. If there is a conflict between this TOU and other notices, terms, and conditions posted to the Site, Jafra shall resolve any conflict in good faith in its sole discretion but the latter terms shall generally control with respect to your use of that product or portion of the Site or the applicable software.
7.USER NAME HANDLING POLICY. Registration as a User for access to certain areas of the Site may require both a user name and a password or adherence to other particular access requirements as designated by Jafra. Only one User can use one user name and password and, thus, one account. By limiting access, it helps avoid unauthorized usage by other persons, institutions, or entities because anyone with knowledge of both your user name and password can gain entry to the restricted portions of the Site and to your account. Accordingly, by using the Site, you agree to consider your user name and password as confidential information and to keep your user name and password confidential. You also agree not to use another User's user name and password. You are solely responsible for maintaining the confidentiality and security of your account and for all activities that occur under or through your account and you agree to immediately notify Jafra if you become aware of any loss or theft of your password or any unauthorized use of your user name and password. Jafra cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Jafra reserves the right to delete or change a user name or password at any time and for any reason. Notwithstanding the foregoing, nothing herein shall convey to you any further rights in your account or its information and any and all such content or information shall be subject to this TOU.
8.Mobile Services. The Site may offer certain tools or services that are available to you via your mobile phone or other mobile device (collectively, “Mobile Services”). Please note that your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Services. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you are responsible for checking with your mobile carrier to determine if the Mobile Services are available for your mobile devices, what restrictions, if any, may be applicable to your use of the Mobile Services, and how much they will cost you. Nevertheless, all use of the Site and its Mobile Services shall be in accordance with this TOU.
9.POSTINGS. This Site may contain blogs, message boards, comment areas, questionnaires, chat rooms, and other interactive features and functionality where Users can share and post information and/or photos, video, or audio. To the extent that the Site contains such communication forums (collectively, “Forums”), you agree that by using the Site you will not upload, post, display, or transmit any of the following materials on the Site’s Forums:
10.PERMISSION TO USE POSTINGS. Forums are the resources and property of Jafra and/or its licensors and you will not have any proprietary interest in any Forum. Moreover, by submitting content or information of any type (a "Posting") to a Forum or other portion of the Site or by otherwise using the Site to transmit or display a Posting, you automatically grant Jafra a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information. You represent that you have all necessary rights to make the Posting available to Jafra and a Forum, and you also acknowledge that such Postings are non-confidential for all purposes and that Jafra has no control over the extent to which any idea or information may be used by any party or person once it's posted or displayed. Accordingly, notwithstanding this right and license, it is understood that by merely permitting your information, content, and materials to appear on the Site Jafra has not become and is not a publisher of such information, content, and materials and is merely functioning as an intermediary to enable you to provide and display a Posting. Moreover, Jafra assumes no responsibility for the deletion of or failure to store any Posting and recommends that you do not post, display, or transmit any confidential or sensitive information.
11.NO PRE-SCREENING OF POSTINGS. Jafra is not responsible for screening, policing, editing, or monitoring your or another User’s Postings and encourages all of its Users to use reasonable discretion and caution in evaluating or reviewing any Posting. Moreover, and except as provided below with respect to Jafra's right and ability to delete or remove a Posting (or any part thereof), Jafra does not endorse, oppose, or edit any opinion or information provided by you or another User and does not make any representation with respect to, nor does it endorse the accuracy, acceptability, completeness, timeliness, or reliability of any advice, opinion, statement, or other material displayed, uploaded, or distributed by you or any other User. Nevertheless, Jafra reserves the right to monitor, delete, or take other action with respect to Postings (or parts thereof) that Jafra believes in good faith violate this TOU and/or are, or are potentially, unlawful or harmful to Jafra or its affiliates, volunteers, services, or goodwill. If you violate this TOU, Jafra may, in its sole discretion, delete the unacceptable content from your Posting, remove or delete the Posting in its entirety, issue you a warning, and/or terminate your use of the Site. Moreover, it is a policy of Jafra to take appropriate actions under the Digital Millennium Copyright Act under U.S. Copyright Law and other applicable intellectual property laws. If you become aware of Postings that violate these rules regarding acceptable behavior or content, you may contact Jafra as provided below.
12. COPYRIGHT; DESIGNATED AGENT FOR NOTIFICATION OF CLAIMS OF INFRINGEMENT. Jafra respects the intellectual property of others, and it asks its Users to do the same. Accordingly, it is Jafra's policy to respond to a notice of alleged infringement that complies with U.S. Copyright Law, and in particular, the Digital Millennium Copyright Act. Responses may include removing or disabling access to content or material claimed to be the subject of infringing activity and/or terminating your right to access and use the Site. But, you acknowledge that you may be liable for damages, including attorneys' fees and costs, if you materially misrepresent that a work or activity is infringing your rights. If Jafra terminates or suspends a User's access to or use of the Site, Jafra will make a good-faith attempt (as warranted) to contact the person who posted the content so that they may make counter notification pursuant to applicable laws. It is Jafra's policy to document all notices of alleged infringement upon which Jafra decides to take action. As with all legal notices, a copy of the notice may be sent to one or more third parties who may make such notice available to the public. If you believe that one or more of your works have been copied in a way that constitutes copyright infringement, please provide a written notice of your claim of copyright infringement that is directed to Jafra's designated agent as specified below along with the following information:
14.FEEDBACK AND SUBMISSIONS. Jafra welcomes your feedback and suggestions about Jafra's products and services or with respect to how to improve the Site. By transmitting any suggestions, information, material, or other content (collectively, “feedback”) to Jafra, you represent and warrant that such feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that you have all rights necessary to convey to Jafra and enable Jafra to use such feedback. In addition, any feedback received through the Site will be deemed to include a royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license for Jafra to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, and display (in whole or in part) worldwide, or act on such feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content, and you hereby waive any claim to the contrary.
15.THIRD-PARTY PRODUCTS/SERVICES. Jafra, in its sole discretion, may feature and/or post the advertisements of third parties on the Site and/or feature on the Site materials, programs, products, and services provided by third parties. Jafra makes no representations with respect to, nor does it guarantee or endorse, the quality, non-infringement, accuracy, completeness, timeliness, reliability, or correct sequencing of such third-party materials, programs, products, and services or any other materials, programs, products, and services which such third-party materials, products, and services may access. Your correspondence or any other dealings with third parties found on the Site are solely between you and such third party. Accordingly, Jafra expressly disclaims responsibility and liability for all third-party provided materials, programs, products, and services contained on or accessed through the Site, and you agree that Jafra shall not be responsible for any loss or damage of any sort incurred as a result of any such dealings or as the result of the presence of such third parties on the Site.
16.LINKS TO OTHER SITES. Jafra may provide links, in its sole discretion, to other sites on the World Wide Web for your convenience in locating or accessing related information, products, and/or services. These sites have not necessarily been reviewed by Jafra and are maintained by third parties over which Jafra exercises no control. Accordingly, Jafra expressly disclaims any responsibility for the content, the materials, the accuracy of the information, and/or the quality of the products or services provided by, available through, or advertised on these third-party Web sites. Moreover, these links do not imply an endorsement with respect to any third party or any Web site or the products or services provided by any third party.
17.DISCLAIMER. THE INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE ON OR THROUGH THIS SITE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS AND MAY INCLUDE ERRORS, OMISSIONS, OR OTHER INACCURACIES. MOREOVER, JAFRA MAY MAKE MODIFICATIONS AND/OR CHANGES IN THIS SITE OR IN THE PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THIS SITE AT ANY TIME AND FOR ANY REASON. JAFRA MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, COMPLETENESS, TIMELINESS, RELIABILITY, LEGALITY, OR ACCURACY OF THE PROGRAMS, SERVICES, PRODUCTS, SOFTWARE, MATERIALS, AND INFORMATION AVAILABLE ON THIS SITE FOR ANY PURPOSE, AND EXPRESSLY DISCLAIMS (TO THE FULLEST EXTENT OF THE LAW) ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY OTHER IMPLIED WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT AS ENACTED BY ANY STATE. JAFRA ALSO MAKES NO REPRESENTATION OR WARRANTY THAT THIS SITE WILL OPERATE ERROR FREE OR IN AN UNINTERRUPTED FASHION OR THAT ANY MESSAGE, FILE, AND/OR INFORMATION WILL BE STORED, ARCHIVED, OR DOWNLOADED FROM THE SITE IN A MANNER FREE OF VIRUSES OR CONTAMINATION OR OTHER DESTRUCTIVE FEATURES.
18. LIMITATION OF LIABILITY. You expressly absolve and release Jafra from any claim of harm resulting from a cause beyond Jafra's control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions. MOREOVER, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL JAFRA BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THIS SITE, WITH THE DELAY OR INABILITY TO USE THIS SITE, THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE FUNCTIONALITY, AND MATERIALS AVAILABLE THROUGH THIS SITE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF JAFRA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, TOTAL LIABILITY OF JAFRA FOR ANY REASON WHATSOEVER RELATED TO USE OF THIS SITE SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO JAFRA IN CONNECTION WITH THE SUBJECT MATTER OF THE PARTICULAR DISPUTE OR $2,500 (US), WHICHEVER IS LESS.
19.INDEMNITY. You agree to defend, indemnify, and hold harmless Jafra and affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of this TOU or relating to any payment dispute with a third party provider arising from a purchase or incurrence of fees made by you.
20.GOVERNING LAW. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of Delaware as applied to agreements entered into and completely performed in the State of Delaware. You agree to the personal jurisdiction by and venue in the state and federal courts in the State of Delaware and waive any objection to such jurisdiction or venue. Any claim you might have against Jafra must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Jafra makes no representation that the Site is appropriate or available for use in other locations, and access to the Site from states, territories, or nations where any aspect of the Site is illegal is prohibited. You access the Site on your own volition and are responsible for compliance with all applicable local laws with respect to your access and use of the Site. A printed version of this TOU and of any related notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this TOU to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Please contact Jafra if you wish to receive a printed copy of this TOU. In any legal proceeding brought by Jafra, Jafra shall have the right to seek and be awarded all reasonable attorneys' fees and costs in addition to any other relief, at law or in equity, to which Jafra may be entitled.
21.ENFORCING SECURITY ON THE SITE. Actual or attempted unauthorized use of the Site may result in criminal and/or civil prosecution, including, without limitation, punishment under the Computer Fraud and Abuse Act of 1986 under U.S. federal law. Jafra reserves the right to take steps Jafra believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this TOU such as view, monitor, and record activity on the Site without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the Site. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Site as well as to disclosures required by or under applicable law or related government agency actions. Jafra will also comply with all court orders or subpoenas involving requests for such information. In addition to the foregoing, Jafra reserves the right to, at any time and without notice, modify, suspend, terminate, or interrupt operation of or access to the Site, or any portion of the Site in order to protect the Site, Jafra, or Jafra's business.
22.INJUNCTIVE RELIEF. You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of Jafra proprietary assets, will cause irreparable injury to Jafra, such injury would not be quantifiable in monetary damages, and Jafra would not have an adequate remedy at law. You therefore agree that Jafra shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, you hereby waive any requirement that Jafra post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to Jafra to enforce any provision of this TOU.
23.TERM AND TERMINATION. This TOU will take effect at the moment you click “ACCEPT”, register, respond to a request for information, and/or begin downloading, accessing, or using the Site, whichever is earliest. Jafra reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this Agreement, to deny your access to the Site or to any portion thereof in order to protect its name and goodwill, its business, and/or other Users, and this TOU will also terminate automatically if you fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. You may also terminate this TOU at any time by ceasing to use the Site, but all applicable provisions of this TOU will survive termination, as identified below, and each re-access or use of the Site will reapply this TOU (then in effect) to you. Upon termination, you must destroy all copies of any aspect of the Site in your possession. The provisions concerning Jafra's proprietary rights, feedback and submissions, indemnity, disclaimers of warranty and liability, admissibility of this TOU, waiver and severability, entire agreement, and governing law will survive the termination of this TOU for any reason.
24.WAIVER & SEVERABILITY. Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by Jafra of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
26.QUESTIONS. If you (i) have questions or comments regarding the Site, (ii) are interested in obtaining more information concerning Jafra and its programs or services, (iii) want permission to use any Jafra content, or (iv) are aware of or wish to report misuse of the Site or Jafra materials by any person or entity, please contact William Ackerman, Director of Digital Strategy and Communications at Jafra Cosmetics International, Inc. 2451 Townsgate Rd.
Westlake Village, CA 91361.
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5. Business Kit. You may return the Business Kit at 90% of your original net cost less appropriate set-offs and legal claims within 12 months of your purchase of the Business Kit using the method described in the Policies & Procedures. In the event that you return the Business Kit, this Agreement is terminated.
6. Product Ordering and Sales; Payment Terms. You shall pay for purchases of all JAFRA products, materials, and services in accordance with the Policies & Procedures. JAFRA may decline any order for JAFRA products for any reason. JAFRA may cancel or delay shipment of JAFRA product for any reason, including without limitation if you fail to make any required payment, if you owe any money to JAFRA, or if you otherwise fail to comply with this Agreement. Additionally, if you owe any money to JAFRA: (a) JAFRA may withhold any discount, commission, award, incentive or other money due to you, and/or (b) JAFRA may deduct any amount you owe to JAFRA from any payment to you. Title and risk of loss to the products will pass to you on delivery of the products to you by the carrier of JAFRA’s choice.
7. Buyback Policy. If this Agreement is terminated, upon your request, JAFRA will repurchase currently marketable inventory and JAFRA-produced promotional materials (including, without limitation, sales aids, tools and kits) within twelve months from the date of your purchase of such inventory or materials at 90% of your original net cost less appropriate set-offs and legal claims, if any. Currently marketable inventory means JAFRA product that is unopened, unused, and unexpired, and that is not identified at the time of sale as seasonal, discontinued, or a special promotion. The Policies & Procedures govern all other product returns, buybacks, and exchanges.
8. Method of Sale. You are permitted to sell JAFRA products only to the end-consumer. (The end-consumer is a client who uses the product). You shall not sell or market JAFRA products for resale or through third parties, including without limitation any business entity, retail establishment, internet retail site, or auction site. You shall not sell JAFRA products in locations open to or available to the public. For example, among other locations, you shall not sell JAFRA products (a) at swap meets, flea markets, or farmers markets, (b) on eBay, Amazon, Craigslist, or other electronic forums or (c) on any website or social media platform not authorized by JAFRA. You shall only sell JAFRA products in the United States and Puerto Rico. At any demonstration or sales meeting where JAFRA products, programs or opportunities are presented, you shall not present other products, opportunities, programs or services.
You shall only make product claims that are specifically set out for each product in materials supplied by JAFRA.
You shall not own or operate a website that sells or advertises in any way JAFRA’s products or opportunity, other than as specifically set out in Polices & Procedures.
The obligations in this Section 8 survive the termination of this Agreement.
9. Compensation. You may receive from JAFRA compensation, recognition and rewards as set forth in the Compensation Plan found in the Policies & Procedures. JAFRA may deny you compensation, recognition, and/or rewards if you violate this Agreement or the Policies & Procedures (incorporated herein, see Section 3). At any time and for any reason, JAFRA may change the standards for participation in the Compensation Plan or any other promotions, the standards for payment under the Compensation Plan or any other promotions, or the formula for payment of compensation or rewards, among other things. Any changes to compensation, recognition, rewards, or promotions are effective immediately upon JAFRA’s publication of such changes in the Polices & Procedures.
10. Intellectual Property. You shall not copy or reproduce in any manner any JAFRA
copyrighted materials or use such materials in any manner which, in the sole judgment of JAFRA, would harm or threaten to harm JAFRA’s business, rights, or privileges, including without limitation its intellectual property rights, except with the prior written approval of JAFRA or as otherwise provided in the Policies & Procedures.
The name JAFRA, and all JAFRA trademarks and trade names are the exclusive property of JAFRA. You shall not use JAFRA’s trademarks or trade names or any confusingly similar mark, except with the prior written approval of JAFRA or as provided the Polices & Procedures.
You shall discontinue any use of any trademark, trade name or copyrighted material owned by JAFRA upon receipt of written notice from JAFRA.
The obligations in this Section 10 survive the termination of this Agreement.
11. Confidential Information. “Confidential Information” means tangible or intangible information or data that is disclosed or made available to you by JAFRA, or that you develop in the course of your Consultant Activities, that is of value to JAFRA in the course of conducting its business and that could result in a competitive or other disadvantage to JAFRA if disclosed. Confidential Information includes, without limitation, (a) customer contact information, (b) lineage information, and (c) JAFRA independent consultant contact, sales, and performance information.
With respect to Confidential Information you shall (a) treat Confidential Information as confidential and take all reasonable measures to maintain its secrecy; and (b) use Confidential Information only for your Consultant Activities. You shall not use Confidential Information to compete with JAFRA or for any purpose other than promoting JAFRA (including, without limitation, while acting as a consultant for any other direct company or while selling any other products other than JAFRA’s). You shall not disclose any Confidential Information to any third party directly or indirectly unless otherwise permitted by this Agreement or by JAFRA in writing.
When this Agreement ends, you shall immediately stop using Confidential Information for any purpose. The obligations in this Section 11 survive the termination of this Agreement.
12. Your information. You authorize JAFRA to use your name, photograph, location, personal story, likeness, sales results, and earnings in advertising, recognition, and promotional materials, and you waive all claims for remuneration for such use. You authorize JAFRA to contact you using any contact information that you provide to JAFRA. You authorize JAFRA to release your name and contact information in response to a customer’s request for a consultant, as well as to share information about you with other consultants, clients, and third-parties. If you do not want your information published, used, or shared, please notify JAFRA either by mail (2451 Townsgate Rd, Westlake Village, CA 91361) or by email (email@example.com).
13. Proselytizing/Solicitation. You shall not solicit directly or indirectly any JAFRA independent consultant to enroll in or register with another direct selling, multilevel, or networking marketing company. You shall not induce or attempt to induce any other JAFRA independent consultant to violate or terminate her/his business relationship or agreement with JAFRA. The obligations in this Section 13 survive the termination of this Agreement.
14. Termination. This Agreement will automatically terminate if you do not place an order with JAFRA in any period exceeding 12 consecutive months. Either you or JAFRA may terminate this Agreement at any time for any reason or no reason. You may terminate this Agreement by notifying JAFRA by phone (1-800-852-3728), by mail (2451 Townsgate Rd, Westlake Village, CA 91361) or by email (firstname.lastname@example.org).
Upon termination: (a) all your rights and privileges under this Agreement end, including without limitation the right to any commissions, travel incentives, prizes, gifts or any other compensation from JAFRA; (b) you shall immediately stop using any of JAFRA’s trademarks, trade names, copyrighted materials, and Confidential Information; and (c) you shall return or destroy any materials or items that JAFRA asks you to return or destroy.
15. Remedies. You acknowledge that JAFRA would suffer irreparable harm as a result of (a) any unauthorized disclosure or use of JAFRA’s Confidential Information, (b) any unauthorized product claims, advertising or sales, (c) any unauthorized use of JAFRA’s intellectual property or (d) any unauthorized proselytizing or solicitation, and you acknowledge that monetary damages are insufficient to compensate JAFRA for such harm. Therefore, if you are in breach of Sections 8, 10, 11, 13 or the Polices & Procedures with respect to Confidential Information, intellectual property, or product claims/sales/advertising, JAFRA is entitled to an injunction or temporary restraining order, without notice to you, restraining any unauthorized disclosure or use, in addition to any other available remedy, including damages. In any such action, if JAFRA prevails, you shall reimburse JAFRA for its costs and reasonable attorneys’ fees incurred in connection with the legal action. You waive all bonding requirements otherwise applicable to a temporary restraining order and/or injunction.
16. Severability. If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, all remaining provisions shall continue in full force and effect.
17. Notice. Any notice required or allowed under this Agreement will be considered delivered and effective by JAFRA when published on www.jafrabiz.com.
18. No Waiver. No waiver by either Party of any of the provisions in this Agreement is effective unless explicitly set forth in writing and signed by both Parties. JAFRA’s failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement will not operate or be construed as a waiver thereof. A single or partial exercise of any right, remedy, power, or privilege by JAFRA will not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. Consequential Damages Waiver; Limitation of Liability. Without limitation of either Party’s respective obligations under Section 20, the Parties are not liable for, and waive, all claims to any indirect, special, punitive, incidental, consequential or other indirect damages, including, without limitation, any damages resulting from loss of use, loss of data, loss of profits, loss of revenue or loss of business, arising out of or in connection with this Agreement. Except for breaches of Sections 4, 8, 10, 11 or 13 and either Party’s respective obligations under Section 20, the aggregate liability of either Party arising out of or in connection with this Agreement or the subject matter hereof under any legal theory (whether in contract, tort, indemnity or otherwise) shall be limited to the amounts received by each Party, respectively, under this Agreement during the 12 month period prior to the date such claim arose. The allocations of liability in this Section 19 represent the agreed and bargained-for understanding of the Parties, and your compensation pursuant to this Agreement reflects such allocations. The obligations in this Section 19 survive
the termination of this Agreement.
20. Indemnification. You shall indemnify, defend, and hold harmless JAFRA (and its officers, directors, agents and employees) from and against all claims, suits, proceedings, damages, judgements, settlements, expenses and other actions, and all expenses incidental to such claims or actions (including attorney fees) arising out of or related to (a) the conduct of your Consultant Activities (including without limitation the presentation of JAFRA products and the operation of any motor vehicles in connection to your Consultant Activities), (b) damage to property or injuries to persons or other tortious acts caused, claimed to have been caused, or contributed to by you or anyone acting under your direction or control or on your behalf in the course of your performance of the Agreement or your Consultant Activities or both, (c) any representations or warranties made by you or your agents which differ from those provided by JAFRA, or (d) the infringement or misappropriation, or alleged infringement or misappropriation, of any of JAFRA’s copyrights, patents, trade secrets or other intellectual property rights by you (except to the extent such infringement or misappropriation arises from the distribution or use of JAFRA’s products in compliance with this Agreement).
You shall be liable to JAFRA for any additional costs, including attorney fees and court costs, incurred by JAFRA in recovering any overdue amounts you owe to JAFRA under this Agreement. The obligations in this Section 20 survive the termination of this Agreement.
21. Mitigation. Each Party has a duty to mitigate the damages and losses that would otherwise be recoverable from the other Party pursuant to this Agreement by taking appropriate and commercially reasonable actions to reduce or limit the amount of such damages or amounts.
22. No Assignment or Beneficiaries. You enter into this Agreement on a personal basis; neither this Agreement nor any of your rights or obligations arising under this Agreement may be assigned or transferred without prior written approval of JAFRA. This Agreement is for your sole benefit and is not intended to, and will not, confer upon any other person or entity any legal or equitable rights, benefits, third-party benefits, or remedy of any nature whatsoever.
23. Price and Product Availability. JAFRA reserves the right to change the prices at which it offers products for sale and the range of products offered without prior notice.
24. Force Majeure. JAFRA is not liable, nor deemed to have defaulted under or breached this Agreement, for any failure in performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond JAFRA’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order or law; (e) actions, embargoes or blockades in effect on or after the date of this Agreement; (f) action by any governmental authority; (g) national or regional emergency; (h) strikes, labor stoppages, slowdowns, or other industrial disturbances; and (i) shortage of power or transportation.
25. Choice of Law; Arbitration; Waiver of Trial by Jury. The laws of California, without regard to California’s conflict of laws principles, govern this Agreement and all of the transactions contemplated by it, as well as all other matters arising out of and relating to it, including without limitation claims as to its validity, interpretation, construction, performance as well as all claims sounding in tort. For disputes between the Parties, the Parties shall first attempt to resolve the dispute informally. If the Parties are unable to resolve the dispute informally, the Parties shall participate in good faith in a nonbinding mediation. If the dispute is not resolved by mediation, the Parties shall proceed to arbitration to resolve any and all disputes and claims arising out of or relating to this Agreement, including the breach, termination, enforcement, interpretation, validity, construction, and performance thereof, and all claims or disputes between the Parties sounding in tort. By virtue of this arbitration provision, the Parties waive any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
The arbitrator selected pursuant to this Agreement, and not any federal, state, or local court or agency, will have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Agreement, including the determination of the scope or applicability of this agreement to arbitrate. The Parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.
You may opt out of this arbitration provision by delivering written notice of intent to opt out to JAFRA within 30 days of signing this Agreement by emailing email@example.com or by mailing notice to “JAFRA c/o Legal Department, 2451 Townsgate Rd, Westlake Village, CA 91361.”
The obligations in this Section 25 survive the termination of this Agreement.
26. Timing of Actions. If either Party wishes to bring an action against the other Party for any act or omission relating to or arising from the Agreement, such action must be brought within two years from the date the asserting Party first knew, or reasonably should have known, of the underlying facts giving rise to the cause of action. Failure to bring such action within such time will bar all claims against the other Party for such act or omission. THE PARTIES WAIVE ALL CLAIMS THAT ANY OTHER STATUTE OF LIMITATIONS APPLIES. The obligations in this Section 26 survive the termination of this Agreement.
27. Waiver of Class Action. TO THE EXTENT ALLOWED BY LAW, THE PARTIES WAIVE ANY RIGHT TO PURSUE DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT ON A CONSOLIDATED OR CLASSWIDE BASIS (THAT IS, TO EITHER JOIN A CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY, OR ASSERT A CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE IN ANY LAWSUIT, ARBITRATION, OR OTHER PROCEEDING). YOU UNDERSTAND THAT BY AGREEING TO THIS CLASS ACTION WAIVER, YOU MAY ONLY BRING CLAIMS AGAINST JAFRA IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR
CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. The obligations in this Section 27 survive the termination of this Agreement.
By signing this Agreement, you agree that (a) you have read, understood, and agreed to abide by the Agreement, including the limitations of liability provisions set forth herein; (b) you provided true, correct, and complete information in this Agreement; and (c) you can perform your obligations under this Agreement without breach of any other agreement.
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