Mango & Moose
TERMS & CONDITIONS
INDEPENDENT GLOBAL ADVOCATE AGREEMENT
1. Acknowledgment. By completing the enrolment process, GA acknowledges that GA has read, understands and agrees to the terms of this Agreement. GA is of legal age in her or his province/territory of residency and/or is the age of 18 or older. GA understands that GA may cancel this Agreement at any time regardless of reason by written or electronic email notice to MM. GA also understands that acceptance as a GA is not automatic, but is subject to the receipt and acceptance of the application by MM at its home office in Kelowna BC. To include an applicant under the province/territory legal age must submit a signed Legal Guardian Authorization form no later than seven (7) business days following enrolment.)
2. Independent Contractor GA agrees that GA is and shall at all times be considered an independent contractor for all legal purposes and is responsible for determining her or his own business activities without control or direction from MM. GA is not an agent, employee or legal representative of MM and GA is responsible for the payment of all federal and provincial self-employment taxes and other taxes required by any federal, provincial or local taxing agency. GA is required to pay a monthly technology/business tools fee of $9.99/month for access to the GA’s replicated website and all sales, marketing tools and templates provided by MM
3. Sales to Consumers GA agrees that as a GA she or he will place primary emphasis upon the sale of MM products to non-GA consumers and that GA will sell the majority of the retail product purchases from MM to non-GA consumers as a condition of GA’s right to receive commissions. GA will retain and maintain accurate records of all product sales. GA’s ordering of additional wholesale products from MM constitutes a certification to MM that GA has complied with the foregoing requirement by selling or distributing a majority of wholesale product orders to non-GAs prior to making each of the wholesale purchases from MM. Permissible wholesale product purchases from MM shall be automatically modified to comply with the exemption requirements set forth in any provincial law regulating business opportunities.
4. Intellectual Property.
A. MM is the owner and exclusive licensor of numerous names and trademarks, including but not limited to, “Mango & Moose,” “MM,” “Mango and Moose” and other names, trade names, logos and marks of MM (“Trademarks”), copyrights in and to its product designs (“Copyrights”) as well as other trade dress, trade secret and other proprietary rights (collectively with Trademarks and Copyrights, the “Intellectual Property”), all of which are exclusively owned by MM. GA agrees that GA has no ownership or rights or interests therein by virtue of this Agreement or otherwise.
B. MM hereby grants a limited license to GA to use the Intellectual Property solely in her or his GA business and subject to the terms and conditions of this Agreement and MM’s Policies & Procedures (which are by this reference incorporated in this Agreement as though fully set forth herein). GA recognizes the value of the goodwill MM has created in its Intellectual Property and acknowledges that the Trademarks and all rights therein and all goodwill pertaining thereto belong exclusively to MM.
C. GA will not use the MM Copyrights (including but not limited to sales materials, company literature, and website content), Trademarks or any other MM Intellectual Property, except in materials provided by MM or approved in writing by MM prior to their use by GA. GA understands that unauthorized use or duplication of MM’s Trademarks, Copyrights and other Intellectual Property is a violation of Canadian federal law and MM’s Policies & Procedures.
D. The use of Intellectual Property by GA must be at all times in compliance with MM’s guidelines. Upon termination of this Agreement for any reason, GA’s limited license to use any MM Intellectual Property also terminates and all such use must cease immediately.
E. Business ideas, concepts, designs or other intellectual property submitted to MM by GA (“GA Contributions”) shall immediately become property of MM unless otherwise agreed to in advance and in writing by MM. GA shall take all actions deemed reasonably necessary by MM to vest any and all intellectual property rights in and to such GA Contributions, and GA agrees that MM may operate as GA’s attorney-in-fact to take any such actions in the event that GA does not comply.
5. Confidentiality. GA agrees that MM has a proprietary interest in its customer lists and GA lists and other confidential information described in the Agreement or other materials provided to GA by MM. GA agrees not to use or disclose such confidential information except as explicitly authorized by MM. Use or disclosure of customer lists and GA lists for any purpose other than carrying out GA’s MM business is strictly prohibited.
6. Renewal and Termination.
A. Each GA must renew her or his GA Agreement annually, twelve (12) months following enrolment date, in line with MM’s rules as depicted in the Policy and Procedure and as amended by MM in it’s sole discretion afterwards. Failure to personally generate at least three hundred (300) dollars in PRV in any one (1) Commission Cycle during a rolling twelve (12) full calendar month period may result in the automatic termination of the GA position with MM. Three (3) email notices will be sent prior to automatic termination.
B. GA understands that if GA fails to comply with the terms of this Agreement or the Policies & Procedures, MM may impose disciplinary action as it determines in its sole discretion.
C. MM may terminate GA’s status as a GA immediately for good cause (any violation of these Terms & Conditions or the Policies & Procedures) or on thirty (30) days’ notice without cause.
D. If GA fails to annually renew her or his MM business, or fails to pay the monthly technology/business tool fee, or if it is terminated for any reason, GA understands that she or he shall not be eligible to sell MM products and services or be eligible to receive (and hereby waives all rights to) any commissions, bonuses, rewards, prizes or any other income resulting from the activities of any former downline sales organization. Likewise, if GA is in breach, default or violation of this Agreement at termination, GA shall not be entitled to receive any further bonuses, commissions, rewards or prizes, regardless of whether the sales for such bonuses or commissions have been completed.
7. Right of Publicity. GA grants MM the unrestricted, worldwide, royalty-free right to use, reproduce, publish and otherwise distribute GA’s name, photograph, personal story and/or likeness (collectively, “Likenesses”) in advertising and in MM promotional materials, in any and all formats, platforms or other media (including, but not limited to, the Internet) now existing or hereafter created, and hereby waives all claims for remuneration for such use and releases and forever discharges MM from any and all claims and demands arising out of or in connection with the use of Likenesses. This authorization may be cancelled at any time (for purposes of future uses only) by contacting MM by written letter sent by way of Canada Post First Class Registered mail to the attention of MM’s Legal Department.
8. Global Success Plan. GA has carefully read and agrees to comply with the MM GA commission plan (the “'Success Plan”) and any future modifications thereto, with the Success Plan incorporated by this reference as if fully set forth herein. GA understands that she or he must be in good standing, and not in violation of these Terms & Conditions, to be eligible for participation in the Success Plan. GA understands that the Success Plan may be amended at the sole discretion of MM and GA agrees that any such amendment will apply to GA. Notification of amendments to the Success Plan shall be published on the official MM website and Back Office and become effective following the date of publication. The continuation of GA’s business or GA’s acceptance of commissions shall each constitute GA’s acceptance of all amendments. GA understands that no attorney general or other regulatory authority ever reviews, endorses or approves any product, commission program or company, and GA will make no such claims regarding MM.
9. Curator Kits. GA understands that the purchase of a Curator Kit is not required upon enrollment. GA will have the option to choose to purchase one (1) of four (4) Curator Kits at Wholesale Price. Media - $64.50, Essential - $199.00, Associate - $398.55 or Ultimate - $867.80
10. No Promises of Earnings. GA acknowledges that no representations or guarantees have been made to GA by MM, its officers, other GA’s or any representative of the company concerning how much money GA may or will earn as an MM GA.
11. No False or Disparaging Statements. GA agrees to make only those statements about MM, MM products, the MM GA opportunity that have been explicitly approved by MM. GA will not make any false or misleading or disparaging statements about MM, MM products, the MM GA opportunity or any MM employees, customers or other GAs.
12. No Assignment or Delegation. GA may not delegate or subcontract duties under this Agreement without the prior written consent of MM. Any attempt to transfer or assign this Agreement without the express written consent of MM renders this Agreement voidable at the option of MM and may result in termination of this Agreement.
13. Updates and Modifications. In order to maintain a viable marketing program and to comply with federal, provincial and local laws and economic conditions, MM may update the Policies & Procedures and Terms & Conditions to this Agreement from time to time. Such additions and modifications shall be published on the official MM website and Back Office and become a binding part of this Agreement thirty (30) days following the date of publication.
14. Repurchase of Inventory. Upon termination of this Agreement, MM agrees to repurchase on reasonable commercial terms currently marketable inventory in the possession of the terminated GA and purchased by the terminated GA for resale prior to the date of termination of the Agreement. Reimbursement of marketable inventory will be credited to GA’s credit/debit card on file that was used for the original payment. For purposes of this provision, “reasonable commercial terms” shall include the repurchase of marketable inventory within twelve (12) months from the GA’s date of purchase and such purchase shall be made at a rate of not less than ninety percent (90%) of the GA’s original net cost. The determination of whether such inventory is “currently marketable” shall be made by MM and will include factors such as the specific condition of the product and related packaging. Requests for repurchase must be made in writing within thirty (30) days of the termination of the Agreement. GA’s can request to return marketable individual items within the Curator Kit upon written request. Acceptance of said return will be at Mango & Moose sole and absolute discretion, which will not be unreasonably withheld. Shipping & handling costs for returned items shall be borne by GA. Refund payments will be made within thirty (30) days of actual receipt of returned items. Sales materials and services delivered by Internet methods are not capable of being returned to MM and are not subject to refund. MM will comply with refund requirements at variance with this paragraph as specified by provincial or federal law.
15. Entire Agreement. This Agreement in its current form, along with the Policies & Procedures and Success Plan as referenced herein (and as such documents may be amended by MM as provided herein) constitute the entire agreement between MM and GA. Any actual and implied promises, representations, offers or other communications not expressly set forth or incorporated by reference to this Agreement are of no force or effect. If any provision of this Agreement shall be declared invalid by an adjudicator of law, the remaining provisions shall remain in force and effect, and the language of the offending provisions shall be reformed only to the extent necessary to ensure their enforceability.
16. One Year Period of Limitation. Should GA bring a claim against MM for any act or omission of MM relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against MM for such act or omission. GA waives all claims permissible by any other applicable statutes of limitation.
17. Release and Indemnification. MM, its affiliates, and their respective directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “Affiliates”) shall not be liable for, and GA hereby releases MM and its Affiliates from and waives all claims for loss of anticipated profits, and consequential, incidental, indirect, direct, punitive and exemplary damages or loss incurred or suffered by GA as a result of operation of GA’s MM business. GA further agrees to release MM and its Affiliates from any and all liability arising from or relating to the promotion or operation of GA’s MM business and any activities related to it, including, but not limited to, the presentation of MM products or Success Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc., and hereby agrees to defend, indemnify and hold harmless MM and its Affiliates for any liability, damages, fines, penalties or other awards arising from any such activities or any unauthorized conduct that GA undertakes in operating her or his business.
18. Canada Only. GA agrees to conduct her or his business only in those countries or regions that are announced as open for MM business.
19. Governing Law; Dispute Resolution. This Agreement is governed under the laws of the British Columbia. The parties agree that all claims, disputes and differences arising between them under this Agreement shall be exclusively resolved by binding arbitration pursuant to the Commercial Arbitration Rules of the Canadian Arbitration Association with arbitration to occur at Kelowna, British Columbia. An arbitration award may be enforced in any court of competent jurisdiction. This provision shall not preclude either MM or GA from seeking temporary or permanent injunctive relief in any court of competent jurisdiction.
GLOBAL ADVOCATE CONFIRMATION AND APPROVAL
(Please print name)
(Signed)(Date – mm/dd/yyyy)
A signed copy must be emailed to email@example.com to activate your account.
CANCELLATION OF THIS AGREEMENT
GA may CANCEL this transaction, without penalty or obligation, within TEN (10) BUSINESS DAYS from the effective enrollment date.
If you cancel, any property traded in, any payments made by you under the contract for sale, and any negotiable instrument executed by you will be returned within TEN (10) BUSINESS DAYS following receipt by the seller of your cancellation notice, and any security interest arising out of the transaction will be canceled.
If you cancel, you must comply with the instructions of MM regarding the return shipment of the goods at the GA’s expense and risk.
To cancel this transaction, email, mail or deliver a signed and dated copy of the Cancellation Notice to:
Mango & Moose Corp.
#10 1905 Evergreen CourtKelowna BCV1Y 9L4scott@mangoandmoose.com
NOT LATER THAN MIDNIGHT of the tenth business day following the date set forth above.
I HEREBY CANCEL THIS TRANSACTION:
*DO NOT SIGN ABOVE UNLESS YOU WANT TO CANCEL