Barefoot Books Ambassador Program Agreement
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Registrant(s)
I certify that all of the information above is complete and correct. I have read and agree to comply with to the terms of this Agreement. I certify that in deciding to become a Barefoot Books Ambassador I have relied solely on the information contained in this Agreement and the Barefoot Books Program Reference Guide. I certify that I have read, and understood the Barefoot Books Program Reference Guide.
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Authorization and contract
The Barefoot Books Ambassador Program is available in parts of North America and Europe. By executing this agreement, you are offering to become a Barefoot Books Ambassador and enter into a binding contract with Barefoot Books. You acknowledge that prior to executing this agreement you have received, read and understood the Barefoot Books Ambassador Program Reference Guide, which is incorporated into this Agreement and made a part of it as if restated in full, as posted on www.barefootbooks.com, and that you have read and agree to all terms set forth in this Agreement. You understand that to become a Barefoot Books Ambassador you need only to execute this Agreement and that additional products or support items are optional. Barefoot Books reserves the right to reject your offer to become a Barefoot Books Ambassador for any reason within 30 days of receipt of your executed Agreement.
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Expiration and renewal
You must maintain a current authorization in order to preserve your rights as a Barefoot Books Ambassador, including all rights of sponsorship with your registered Barefoot Books Ambassadors and customers. To remain an active Barefoot Books Ambassador, you must achieve a minimum PQV of $500 or more over any rolling 6 calendar months. There is a mandatory monthly fee of $7.50 to help support our commitment to providing the Ambassador community with comprehensive business tools, detailed reporting, marketing resources and other program enhancements. All Ambassadors will receive 3 full months' free access to these business tools from the day they join the program. This Ambassador Business Fee, once paid, either in advance for full year or for the month, cannot be refunded back under any circumstances. Commissions have to claimed within a year from the month they are earned. All commissions and Loyalty Points that are not claimed within a year from the month they were earned will be forefeited.
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Independent contractor status
You agree that neither your execution of this Agreement or its acceptance by Barefoot Books makes you an employee, agent, or legal representative of Barefoot Books, your Sponsoring Barefoot Books Ambassador, or any other Barefoot Books Ambassador. For the avoidance of doubt, you will be and remain a self-employed independent contractor, you will be operating your own independent business, buying and selling products available through Barefoot Books on your own account. Only one individual per household may be a Barefoot Books Ambassador. 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. Barefoot Books will not provide you with a place of business, and if you desire a place of business other than your own residence, you will be responsible for procuring, furnishing, and paying all expenses in connection with such place of business. With respect to services performed by you under the Barefoot Books Ambassador Program Registration Agreement, you will not be treated as an employee for federal or state tax purposes, and you will be responsible for payment of any and all taxes, levies and fees, including but not limited to, any and all self-employment and other income taxes. Depending on your yearly sales, you may receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year by Barefoot Books. It will be your sole responsibility to account for such income on your individual income tax returns.
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Presenting the plan
You agree not to engage in any misrepresentation or omission, or in any false light that may lead to misunderstanding when presenting the Barefoot Books Ambassador Program to third parties. If you should have any questions on this you should consult the Barefoot Books Ambassador Program materials posted on www.barefootbooks.com and/or contact the Company directly.
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Selling product
You agree not to engage in any misrepresentation or omission, or in any false light that may lead to misunderstanding when presenting the Barefoot Books Ambassador Program to third parties. If you should have any questions on this you should consult the Barefoot Books Ambassador Program materials posted on www.barefootbooks.com and/or contact the Company directly.
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Barefoot Books proprietary information and trade secrets
You recognize and agree that information compiled by or maintained by Barefoot Books, including team information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the Barefoot Books business including, without limitation, Barefoot Books Ambassador lists, customer order details and/or summaries, sponsorship trees, and all Barefoot Books information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique, proprietary and confidential trade secret of Barefoot Books, which it keeps as proprietary and confidential and treats as a trade secret. During the term of this agreement, Barefoot Books grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (collectively “Proprietary Information”), which includes, without limitation, trade secrets, team information, business reports, manufacturing and product developments, and Barefoot Books Ambassadors sales, earnings and other financial report. You acknowledge the substantial value of Proprietary Information to Barefoot Books and agree to maintain all Proprietary Information in strictest confidence using reasonable measures, but in no event less than the measures that you employ to protect the confidentiality of your own similar confidential information. You further agree to not disclose any Proprietary Information to any third party, to use Proprietary Information in connection with any other businesses or to compete, directly or indirectly, with the business of Barefoot Books. Upon resignation, non-renewal, or termination from the Barefoot Books Ambassador Program, you agree to promptly return any and all Proprietary Information to Barefoot Books. This covenant shall survive the expiration or termination of your agreement with Barefoot Books.
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Non-solicitation agreement
You agree that during the period while you are a Barefoot Books Ambassador, and for two years following your resignation, non-renewal, or termination, you will not encourage, solicit, or otherwise attempt to recruit or persuade, directly, or indirectly, any other Barefoot Books Ambassadors to compete with the business of Barefoot Books. This covenant shall survive the expiration or termination of your authorization and contract with Barefoot Books.
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Personal and business data
You agree to obtain, record, use, hold, transfer, dispose of and otherwise process personal information (“Personal Info”) about customers, other Barefoot Books Ambassadors or any other person (however and from whomever obtained) only in accordance with Barefoot Books policies relating to the handling of such information. Unless otherwise provided by Barefoot Books, you shall (i) only use such Personal Info for your own Barefoot Books Ambassador business and for no other purpose(s); (ii) comply with Barefoot Books privacy and data security policies as updated from time to time; and (iii) comply with like data security obligations to those imposed on Barefoot Books under applicable laws in respect of such information.
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Termination upon notice or upon breach
You or Barefoot Books may terminate this Agreement at any time and for any reason by giving 30 days written notice to the other party, or without prior notice and with immediate effect as a result of breach or threatened breach of any of the provisions herein. Barefoot Books may also take actions short of termination of this Agreement, depending on the nature and severity of the breach, whether the breach can be or has been cured following notification by Barefoot Books of the existence of same, and whether there are multiple simultaneous, serial or repeating breaches.
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Jurisdication and governing law
The formation, construction, interpretation, and enforceability of your contract with Barefoot Books as set forth in this Barefoot Books Ambassador Registration Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the Commonwealth of Massachusetts without regard to conflict of laws provisions.
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Images/recordings/consents
You agree to permit Barefoot Books to obtain, maintain and publish 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 Barefoot Books for any lawful purpose, and without compensation. You may cancel this consent by sending a certified letter stating such cancellation to Barefoot Books, 2067 Massachusetts Avenue, Cambridge, MA 02140. You agree that, subject to Barefoot Books policies and procedures and Privacy Statements, Barefoot Books may obtain, record, use, hold, transfer, dispose of and otherwise process such personal and business information as may be necessary to enable Barefoot Books to fulfill its obligations under this Agreement or the Program, or which Barefoot Books determines is expedient to support its business operations and the management of the Program.
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Modification of terms
The terms of this Agreement may be modified from time to time by Barefoot Books.
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Miscellaneous
In the event that any term or provision of this agreement with Barefoot Books is determined by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, that provision shall be construed or limited in such a way as to make it enforceable and consistent with the intentions of the parties. If such construction or limitation is impossible, the unenforceable provision will be stricken, and the remaining provisions of this Agreement will remain valid and enforceable. No waiver of any default or breach of any provision of this Agreement, or failure to enforce the rights of the parties contained herein, shall operate as or be deemed a waiver of any subsequent default or breach. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and Barefoot Books with import to the subject matter hereof and supersede any and all prior agreements, understandings and obligations between you and Barefoot Books concerning the subject matter hereof.
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Agreement to mediate and arbitrate disputes
Barefoot Books and Barefoot Books Ambassadors mutually agree to resolve all claims and disputes arising out of or relating to the Barefoot Books Ambassador Program, as defined below under the Dispute Resolution Procedures described in the Barefoot Books Reference Guide. I agree to submit any dispute I may have with Barefoot Books and any parent, subsidiary, affiliate, predecessor or successor thereof, or any of their officers, directors, agents, or employees to binding arbitration in accordance with the Barefoot Books Ambassador Program Reference Guide. The arbitration award shall be final and binding and judgment may be entered upon it by any court of competent jurisdiction. Demand for arbitration shall be made within 2 years after the claim arose, but in no event after the date when the initiation of legal proceedings would have been barred by the applicable statute of limitations. I acknowledge that this Agreement evidences a transaction involving interstate commerce. The United States Arbitration Act shall govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. The parties intend for the Dispute Resolution Procedures to apply to the maximum degree possible in any arbitration. The agreement to arbitrate and conciliate is reciprocal and binds both Barefoot Books and Barefoot Books Ambassadors. If I become involved in a claim or dispute, I will not disclose to any other person not directly involved in the conciliation or arbitration process (a) the substance of, or basis for, the claim or dispute; (b) the content of any testimony or other information obtained through the dispute resolution process; or (c) the resolution (whether voluntary or not) of any matter that is subject to the dispute resolution process. However, nothing in the Agreement shall preclude a party from, in good faith, investigating a claim or defense, including interviewing witnesses and otherwise engaging in discovery.