Betterware Brand Partner Agreement

1. Our Agreement. By applying to become a Betterware Brand Partner (“Brand Partner”), you agree to the terms of this Brand Partner Agreement (“the Agreement” or “Terms”) and the Betterware Brand Partner Policies and Procedures available here.  This Agreement is entered into between you (“You”) and Betterware America, LLC (“Betterware”) (each a “Party,” and collectively, the “Parties” to this Agreement).  The purpose of this Agreement is to describe each Party’s rights and duties with respect to buying, selling, marketing, and promoting Betterware products and the Betterware opportunity (“Brand Partner Activities”).  This Agreement is effective on the date you consent to enter into this Agreement (“Effective Date”).

Betterware reserves the right to update or modify these Terms at any time, without prior notice. By continuing to be a Brand Partner, you agree to follow and be bound by the Terms as modified. As such, Betterware recommends you review these Terms periodically.

THIS AGREEMENT INCLUDES AN ARBITRATION AGREEMENT, JURY TRIAL WAIVER, AND A CLASS ACTION WAIVER THAT AFFECT YOUR RIGHTS. IN ARBITRATION, THERE IS NO JUDGE OR JURY, AND DISCOVERY AND APPELLATE REVIEW IS MORE LIMITED THAN IN COURT. DETAILS ARE SET FORTH BELOW IN SECTIONS 27 AND 28.

2. Eligibility, Suspension, and Termination. To become a Betterware Brand Partner, you must be an individual who resides in the United States, be at least 18 years of age, and be legally capable of entering into a contract. A Brand Partner must register with Betterware consent to the terms of this Agreement, and create a third-party payment account (i.e. Branch or other) to receive commission payments (collectively, “Registration”).  Betterware has sole discretion to determine whether to accept or reject any Betterware Brand Partner Registration and may reject an applicant’s registration for any reason or no reason. Betterware may also suspend or terminate your account for failure to comply with this Agreement, for inactivity as set forth in the Compensation Plan, or for any other reason in its sole discretion. 
3. You are an Independent Contractor. As a Brand Partner, you are a self-employed, non-exclusive independent contractor.  You are not a Betterware employee, agent, joint venturer, partner, legal representative, or franchisee of Betterware for any purpose, including, without limitation, federal or state tax purposes.  However, Betterware will regularly report amounts paid to you to the IRS as required by law, which you are responsible for using for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your status as a Brand Partner.  You are not entitled to any benefits that Betterware may make available to its employees.  You have no power or authority to incur any debt, obligation, or liability on behalf of Betterware, to bind or obligate Betterware in any way, or to pursue, waive, or compromise any of Betterware’s rights (or purport to do any of these things).  Among other things, you are solely responsible for:

• Filing all tax forms and making all payments to any tax authority with respect to your Brand Partner Activities or otherwise.
• Filing and maintaining all business or other licenses or registrations required for your Brand Partner Activities.
• Complying with all federal, state, and local laws and regulations, and any applicable rules of conduct.
• Complying with all applicable licensing, registration, certification, fiduciary, bonding, legal, regulatory, and industry requirements.

4. Integration and Incorporation by Reference. This Agreement is an integrated agreement consisting of the terms and conditions described in this Agreement and the document titled Betterware Brand Partner Policies & Procedures (“the Policies & Procedures”), which is incorporated herein by reference, and which is located at [specify].  In the event of any inconsistency between the statements in the body of this Agreement and the Policies & Procedures (other than as expressly set forth), the statements in the body of this Agreement control.

Betterware may at any time revise the Policies & Procedures by posting amended Policies & Procedures on [specify].  Any changes will be effective immediately upon posting.

This Agreement contains the entire Agreement between Betterware and you concerning the Brand Partner Activities and supersedes and replaces any and all other representations, warranties, negotiations, and agreements, if any, whether written, oral, or implied, between Betterware and you concerning the Brand Partner Activities, with the exception of Betterware’s website privacy policies and terms of use.

5. Privacy. Betterware’s collection and use of personal information is subject to Betterware’s Privacy Policy, which is available .  By signing up as a Brand Partner, you agree that you have read and understand the Privacy Policy, which may from time to time be revised to reflect current practices.

You also agree that you will comply with all applicable privacy laws in collecting, using, and sharing personal information in connection with your Brand Partner Activities.  

6. Your Conduct and Responsibilities. You are prohibited from making any representations, promises, guarantees, or other statements with respect to Betterware’s products or the business opportunity other than those published or otherwise expressly approved in writing by Betterware. Any express or implied claims about Betterware products must be truthful and non-misleading, and approved in writing by Betterware. Any express or implied claims about the opportunity available to Brand Partners, Betterware Affiliates, or Betterware customers must be truthful and non-misleading, and convey realistic expectations to prospects.  You shall comply at all times with all applicable laws, rules, regulations, including but not limited to guidance provided by the Federal Trade Commission and state attorneys general related to unfair and deceptive acts and practices.
7. Communications. Betterware may contact you regarding your Brand Partner Activities via any method of communication that you provide, including but not limited to via email or phone at a landline or cellular telephone using automated technology (e.g., an auto-dialer or pre-recorded messaging) or text messaging. You consent and agree to Betterware contacting you in this manner at the address, telephone number(s) or email address that you provided or as updated. You understand that your carrier’s standard rates may apply for calls and/or text messages. You understand that you may opt-out of receiving text messages at any time by replying “STOP.” You understand that your consent is not a condition of purchase.
8. Product Ordering and Sales; Payment Terms. You shall pay for purchases of all Betterware products, materials, and services, including designated shipping and handling costs, in accordance with the Policies & Procedures and as specified at the time of your order.  Betterware may decline any order for Betterware products for any reason.  Betterware may cancel or delay shipment of Betterware product for any reason, including without limitation if you fail to make any required payment, if you owe any money to Betterware, or if you otherwise fail to comply with this Agreement.  Additionally, if you owe any money to Betterware: (a) Betterware may withhold any discount, commission, award, incentive or other money due to you, and/or (b) Betterware may deduct any amount you owe to Betterware from any payment to you. You are responsible for, and agree to pay, all applicable fees, taxes, duties, and other amounts associated with your purchase of Betterware products, including shipping. Transactions are generally made pursuant to a shipping contract between Betterware and carrier.  As such, the risk of loss and title for products pass to you upon Betterware’s delivery of the products to a carrier.    
9. Buyback Policy. If this Agreement is terminated, upon your request, Betterware will repurchase currently marketable inventory and Betterware-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 Betterware 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.
10. Method of Sale. You are permitted to sell Betterware products only to an end-consumer who uses the product.  You shall only sell Betterware products in the United States.  You may not re-package, re-brand or otherwise alter packaging or labeling in any way for any Betterware product. You shall only make product claims that are specifically set out for each product in materials supplied by Betterware.  Betteware reserves the right to provide policy and requirements related to method of sale; please refer to the Policies & Procedures for details.

The obligations in this Section 10 survive the termination of this Agreement.

11. Prohibition against Inventory Loading. Betterware reserves the right to limit the number, type, and method of products ordered to prevent the practice of inventory loading or purchasing products unrelated to the genuine retail demand for products.  You are prohibited from purchasing product for any reason except to use, sell, or promote the product consistent with the Policies and Procedures.  Betterware monitors all Brand Partner activity and reserves the right to investigate and take appropriate disciplinary action, including by suspending or terminating your Brand Partner account, or withholding any compensation, recognition or rewards.
12. Compensation. You may be eligible to receive from Betterware compensation, recognition and rewards as set forth in the Compensation Plan from time to time.  Betterware may deny you compensation, recognition, and/or rewards if you violate any provision of this Agreement or the Policies & Procedures.  At any time and for any reason, Betterware 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 Betterware’s publication of such changes in the Compensation Plan.

Payments may be provided to you through a third-party payment processor. Any associated financial products or services are provided exclusively by the third party and you should review the terms and conditions from the third party for the associated products.  Betterware makes no representations or warranties as to those products.  Betterware is not responsible for the products and/or services offered by other companies, or for the terms and conditions (including financial terms) under which those products and/or services are offered. You should contact the third-party payment processor/bank with questions or concerns regarding use of their products or services. Delays in transfers made using third party products/services may occur due to technical issues that are beyond the control of Betterware. For more information see here.

13. Intellectual Property. You shall not copy or reproduce in any manner any Betterware copyrighted materials or use such materials in any manner which, in the sole judgment of Betterware, would harm or threaten to harm Betterware’s business, rights, or privileges, including without limitation its intellectual property rights, except with the prior written approval of Betterware or as otherwise provided in the Policies & Procedures.

The name Betterware, and all Betterware trademarks and trade names, are the exclusive property of Betterware.  You shall not use Betterware’s trademarks or trade names or any confusingly similar mark, except with the prior written approval of Betterware or as provided the Polices & Procedures.

You shall discontinue any use of any trademark, trade name or copyrighted material owned by Betterware upon receipt of written notice from Betterware.

The obligations in this Section 13 survive the termination of this Agreement.

14. Confidential Information. “Confidential Information” means tangible or intangible information or data that is disclosed or made available to you by Betterware, or that you develop in the course of your Brand Partner Activities, that is of value to Betterware in the course of conducting its business and that could result in a competitive or other disadvantage to Betterware if disclosed.  Confidential Information includes, without limitation, (a) customer contact information, (b) lineage information, and (c) Betterware Brand Partner contact, sales, and performance information, and (d) information that identifies, relates to, describes, is capable of being associated with, or may reasonably be linked, directly or indirectly, with a particular consumer or household.

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 Brand Partner Activities.  You shall not use Confidential Information to compete with Betterware (including, without limitation, while acting as a consultant for any other direct company or while selling any other products other than Betterware’s) or for any purpose other than promoting Betterware.  You shall not disclose any Confidential Information to any third party directly or indirectly unless otherwise permitted by this Agreement or by Betterware in writing.

You are prohibited from collecting, retaining, using, selling, or otherwise disclosing Confidential Information for any purpose other than the specific purpose of performing the activities contemplated by the Agreement.

When this Agreement ends, you shall immediately stop using Confidential Information for any purpose.  The obligations in this Section 14 survive the termination of this Agreement.

15. Your Information. You authorize Betterware to use your name, photograph, location, personal story, likeness, sales results, testimonials, reviews, and earnings in advertising, recognition, and promotional materials, and you waive all claims for remuneration for such use.  You authorize Betterware to contact you using any contact information that you provide to Betterware.  You authorize Betterware to release your name and contact information in response to a customer’s request, as well as to share information about you with other Brand Partners, clients, and third-parties.  If you do not want your information published, used, or shared with other Brand Partners, please notify Betterware at hello@shopbetterware.com

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16. Termination. This Agreement will automatically terminate if you do not place an order with Betterware in any period exceeding 3 consecutive months.  Either you or Betterware may terminate this Agreement at any time for any reason or no reason.  You may terminate this Agreement by notifying Betterware by [specify contact methods].

Upon termination: (a) all your rights and privileges under this Agreement end, including without limitation the right to any commissions, discounts, travel incentives, prizes, gifts or any other compensation from Betterware; (b) you shall immediately stop using any of Betterware’s trademarks, trade names, copyrighted materials, and Confidential Information; and (c) you shall return or destroy any materials or items that Betterware asks you to return or destroy.

17. Remedies. You acknowledge that Betterware would suffer irreparable harm as a result of (a) any unauthorized disclosure or use of Betterware’s Confidential Information, (b) any unauthorized product claims, advertising or sales, (c) any unauthorized use of Betterware’s intellectual property, and (c) other violations of this Agreement of the Policies and Procedures that would cause irreparable harm.  You acknowledge that monetary damages are insufficient to compensate Betterware for such harm.  Therefore, Betterware 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 Betterware prevails, you shall reimburse Betterware 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.
18. 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.
19. Notice. Any notice required or allowed under this Agreement will be considered delivered and effective by Betterware when published on www.shopbettereware.com
20. 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.  Betterware’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 Betterware will not preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
21. Consequential Damages Waiver; Limitation of Liability. Without limitation of either Party’s respective indemnification obligations under Section 22, 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 6, 10, 11, 13, 14, and either Party’s respective obligations under Section 22, 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 23 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 21 survive the termination of this Agreement.

22. Indemnification. To the fullest extent allowed by applicable law, you shall indemnify, defend, and hold harmless Betterware (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 Brand Partner Activities (including without limitation the presentation of Betterware products and the operation of any motor vehicles in connection to your Brand Partner 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 Brand Partner Activities or both; (c) any representations or warranties made by you or your agents which differ from those provided by Betterware; (d) the infringement or misappropriation, or alleged infringement or misappropriation, of any of Betterware’s copyrights, patents, trade secrets or other intellectual property rights by you; (e) your violation of any of these Terms or the Policies and Procedures; (f) your violation of any rights of another party, including without limitation any copyright, property, or privacy right or any third-party agreement; or (g) your violation of any applicable laws, rules, or regulations.

You shall be liable to Betterware for any additional costs, including attorney fees and court costs, incurred by Betterware in recovering any overdue amounts you owe to Betterware under this Agreement.  The obligations in this Section 22 survive the termination of this Agreement.

23. 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.
24. 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 Betterware.  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.
25. Price and Product Availability. Betterware reserves the right to change the prices at which it offers products for sale and the range of products offered without prior notice.
26. Force Majeure. Betterware 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 Betterware’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.
27. Choice of Law; Arbitration; Waiver of Trial by Jury. The laws of Texas, without regard to Texa’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 unsuccessful, the Parties shall proceed to arbitrate any and all controversies or claims arising out of or relating to (a) this Agreement, (b) its enforcement, arbitrability, interpretation, (c) your performance of services, (d) your classification as an independent contractor, or (e) any claims alleging violation of any applicable law, ((a)-(e) are collectively “Claims”).  All Claims shall be governed by and construed in accordance with the substantive laws of the state of Texas to the extent state law would otherwise be applicable, is consistent with the Federal Arbitration Act, and does not preclude or delay arbitration or apply to void or invalidate this clause or any portion of this clause.  All Claims shall be submitted to final and binding arbitration, to be held in the United States before a single arbitrator, in accordance with and subject to the Federal Arbitration Act, 9 U.S.C. §§ 1 et seq.  You or Company may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Company subject to the arbitrator's discretion to require an in-person hearing.  The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by selecting from a list of arbitrators supplied by JAMS, and except as otherwise stated in this provision, the arbitration will be conducted in accordance with the JAMS Comprehensive Arbitration Rules & Procedures which are available electronically at www.jamsadr.com/rules-comprehensive-arbitration/.  The arbitrator shall issue a written opinion stating the essential findings and conclusions upon which the arbitrator’s award is based.

The obligations in this Section 27 survive the termination of this Agreement.

28. Waiver of Class Action. Except where prohibited by applicable law, all Claims covered by this Agreement must be resolved on an individual basis.  No Claims may be arbitrated on a class, representative, or collective basis.  The parties expressly waive any right with respect to any covered Claims to submit, initiate, or participate in a representative capacity (except as provided below), or as a plaintiff, claimant or member in a class action, collective action or other representative or joint action, regardless of whether the action is filed in arbitration or in court.  By signing this Agreement, you and Betterware agree that each may bring and pursue claims against the other only in an individual capacity, and may not bring, pursue, or act as a plaintiff or class member in any purported class, representative or collective proceeding.  You and Betterware further agree that neither party may bring, pursue, or act as a plaintiff or representative in any purported representative proceeding or action, or otherwise participate in any such representative proceeding or action other than on an individual basis except to the extent this provision is unenforceable as a matter of law.  You and Betterware agree that any representative claims that are found not subject to arbitration under this Agreement shall be resolved in court and shall be stayed pending the outcome of the arbitration.  The parties further agree that a court, not the arbitrator, shall determine whether any claims will proceed on a class, representative, or collective basis.  Nothing in this Agreement shall prohibit or limit the parties from seeking provisional remedies including, but not limited to, injunctive relief (including public injunctive relief) from a court of competent jurisdiction.  In the event either party is permitted to seek such relief in court, all other claims and prayers for relief must be adjudicated in arbitration first and any such prayer or claim for a “public injunction” in federal or state court stayed until arbitration is completed, after which the federal or state court can adjudicate the party’s claim or prayer for “public injunctive relief.”  In doing so, the federal or state court is bound under principles of claim or issue preclusion by the decision of the arbitrator.  The obligations in this Section 28 survive the termination of this Agreement.
29. Translation. In case of any inconsistency between the Spanish and English version, the English version will prevail.
30. How to Contact Us. If you have any questions, comments, or concerns regarding these Terms, please contact us via email at hello@shopbetterware.com

California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

By consenting to or 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 to Betterware in your Brand Partner registration and otherwise; and (c) you can perform your obligations under this Agreement without breach of any other agreement.