BRAND PARTNER

CANADA

ISAGENIX BRAND PARTNER AGREEMENT TERMS AND CONDITIONS
(U.S./Puerto Rico)
Isagenix is a brand that enables health-minded persons and others to register to participate in Isagenix’s Brand Partner Program
(“Program”) in order to provide promotional services for Isagenix International, LLC (“Isagenix”, “We”, “Our”, “Us”). The main
purpose of this Program is to share Isagenix’s brand messaging and products via social channels and digital channels. The Program
permits you to monetize your website, social media user-generated content, or online software application (referred to here as your
“Site”), by placing on your Site links to an Isagenix website. Any person or entity that participates or attempts to participate in our
brand partner marketing program (“You” or “Brand Partner”) must accept this Brand Partner Agreement (“Agreement”) without
change.
BY APPLYING FOR OR BY PARTICIPATING IN THE BRAND PARTNER PROGRAM, YOU ARE CONFIRMING THAT
YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS AS MAY BE
AMENDED FROM TIME TO TIME.
➢ To enter into this Agreement with Isagenix, you must be 18 years old or over and reside in the United States or Puerto Rico.
➢ You must comply with this Agreement to participate in the Brand Partner Program and receive Commissions.
➢ You must promptly provide us with any information that we request to verify your compliance with this Agreement.
1. General
(a) If we agree to enroll you to our Brand Partner Program, at our sole discretion, we will make available graphic and textual
links and/or widgets (each of these links and widgets sometimes being referred to herein as “Link” or "Links"), which
are subject to the terms and conditions hereof. The Links will serve to identify your Site as a member of the Program and
will establish a Link from your Site to our website. In utilizing the Links, you agree that you will cooperate with us in
full in order to establish and maintain such Links.
(b) When persons click through the Links and purchase an item sold on the Isagenix website, you can receive Commissions
for Qualified Purchases, as further described in (and subject to the limitations in) the Commission Schedule and this
Agreement. In order to facilitate your advertisement of these items or services, we may make available to you data,
images, text, link formats, widgets, links, marketing content, and other linking tools, application program interfaces, and
other information in connection with the Program (“Program Content").
(c) You are not allowed to post any refunds, credits or discounts, or other content concerning Isagenix, unless we have given
you prior written permission in each instance. Brand Partners may only use coupons and discounts that are provided
exclusively through the Program using banners and links provided by us. Any violations shall constitute a material breach
of this Agreement.
2. Order Processing
(a) We will process orders placed by Referred Users who followed the Links from your Site to the Isagenix website. We
reserve the right, at our sole discretion, to reject orders that do not comply with all requirements under this Agreement
and our Terms of Use or other reasonable requirements that we may establish. All aspects of order processing and
fulfillment, including Isagenix service, cancellation, processing, refunds and payment processing will be our
responsibility. Isagenix return policies will apply. We will track the Qualified Purchases generated by your Site and will
make this information available to you through our Brand Partner Portal. To permit accurate tracking, reporting, and
Commission accrual, you must ensure that the Links between your Site and our website are properly formatted. Isagenix
will not be responsible for improperly formatted links regardless of whether you have made amendments to the code or
not. In addition, we may be unable to track or provide credit for sales from personss that are referred to us with browsers
that do not have their cookies setting enabled.
(b) Referred Users who buy products through this Program will be deemed to be customers of Isagenix. Accordingly, all
Isagenix rules, policies, Terms of Use, and operating procedures concerning Referred User orders, customer service, and
product sales will apply to those Referred Users with respect to their transactions at Isagenix. We may change our rules,
policies, Terms of Use, pricing, product availability and operating procedures at any time consistent with applicable laws.
Product prices and availability may vary from time to time. You may include current price information in your product
descriptions only if such information is provided to you by Isagenix, provided that any price information must be
accompanied with a statement on your Site indicating to the user that in the event of any price difference between your
Site and Isagenix, the price listed on Isagenix will govern. We cannot guarantee the availability or price of any particular
product.
3. Commissions
(a) Under the Program, you will earn Commissions for Qualified Purchases by Referred Users that you refer to Isagenix in
accordance with the terms of this Agreement and the Commission Schedule. Each Referred User and each Qualified
Purchase must meet the following criteria (the “Criteria”):
i. Each Brand Partner must register by completing and submitting an application.
ii. Each Referred User must make a Qualified Purchase, and provide a valid payment for the purchased Isagenix
products.
iii. Each Referred User must remain in compliance with our Terms of Use, and all applicable policies and
guidelines of Isagenix that are applicable at the time the Commissions are processed.
iv. Commissions may not be paid for the Qualified Purchase if the Referred User received a refund or credit from
the Brand Partner.
(b) Isagenix may withhold initial Commissions for Brand Partners who are new to the Brand Partner Program, or who have
Commissions that are potentially fraudulent as determined by Isagenix in its sole discretion, in order to determine the
legitimacy and cancellation rates of Referred Users.
(c) Isagenix may suspend payment of Commissions at any time and indefinitely, if we suspect fraud or Fraudulent Traffic,
improper activity or a potential breach of any of the terms in this Agreement by the Brand Partner or a Referred User.
Isagenix may deduct from Brand Partner’s current and future Commissions any and all Commissions corresponding to
any fraudulent, improper, questionable, or canceled purchases.
(d) Isagenix, in its sole discretion, may, among other available remedies, withhold indefinitely any Commission Fee, and/or
reverse, deny or reject any Commission, and/or deny or reject any Brand Partner account, and/or terminate this Agreement
immediately, for:
i. Any account/sale which has not been in an approved status in good standing as an account of Isagenix for a
period of at least thirty (30) days.
ii. All Commissions generated for accounts that may be subject to Fraudulent Traffic.
iii. Any orders deemed to be fraudulent or for which we see a pattern of potentially fraudulent activity, including,
without limitation, where there are multiple accounts (whether Isagenix accounts or Brand Partner accounts)
which are being operated by the same User or person, or referral of accounts which do not comply with this
Agreement.
iv. Brand Partners whom we believe may be artificially submitting Referred Users or charging double
Commissions, using false advertising, using marketing practices that we deem to be unethical or likely to attract
fraudulent signups.
v. Any direct referral or traffic to Isagenix websites from search engines, and/or the use of “Isagenix” as a keyword for paid ads in search engines, including, without limitations, Facebook, Google, Bing, Yahoo, etc.
vi. Any use of misleading sites, or accounts in social media.
vii. Any breach of this Agreement.
Commission Schedule
(e) We will pay Commissions on products that are actually purchased by a Referred User within 24 hours after the Referred
User has initially entered our Site (“Commission Time”) as long as the Referred User has cookies enabled and we are
able to track such Referred User and the Referred User reenters our Site directly during that time (and not through another
Brand Partner link). We will not pay Commissions on any products that are purchased on our Site when a Referred User
has re-entered our Site (other than through a qualifying Link from your Site) after the Commission Time or where the
Referred User’s system does not allow us to track them, even if the Referred User previously followed a link from your
Site to our Site. Commissions will not be earned on products where a Referred User’s purchase of the product derived
from search results driven from free or natural search; this includes results containing qualifying Links displayed in a
search engine’s free/non-paid, natural, or organic search results in response to a search query which sends Referred Users
directly to Isagenix without the Referred User first being sent to a Brand Partner Site and the Referred User clicking on
a link to arrive at Isagenix. Customer Service invoice adjustments and reorders are not eligible to earn Commissions.
Products that are entitled to earn Commissions under the rules set forth above are hereinafter referred to as “Qualifying
Products.”
(f) You will earn Commissions based on the sale price of Qualifying Products, according to Commission Schedules to be
established by us. “Sale price” means the sale price listed on our Site and excludes costs for shipping, handling, rebates,
refunds, returns, chargebacks, cancellations and taxes. The current Commission Schedule is available to you through the
Brand Partner Portal available to all members of the Program (“Brand Partner Portal”).
(g) For various reasons, certain items may not be listed in the Commission database at the time purchases are made through
your Site. In addition, we reserve the absolute right and discretion to exclude items from our Commission database.
Therefore, you acknowledge and agree that we cannot and do not warrant or guarantee that you will be paid a Commission
on any item(s) or that all items eligible for a Commission will be paid in accordance with the Commission Schedule. You
acknowledge that in such circumstances, you will accept the Commissions and payouts actually paid to you. We may, at
our sole discretion, change, modify, add to or remove portions of the Commission database, at any time. If you have any
questions concerning whether a certain item is eligible for a Commission, please contact
BrandPartners@Isagenixcorp.com. Isagenix may change the Commission Schedule at any time and/or reduce future
Commission rates for individual Brand Partners.
Commission Payment
(h) Isagenix Commission Weeks and Commission Months are used to calculate Commissions for Qualified Purchases. A
Commission Week begins each Monday 12:00:00 am ET and ends the following Sunday at 11:59:59 pm ET. Commission
Months, beginning with January, comprise four weeks, four weeks, and five weeks. This pattern repeats every three
months for a calendar year. Commissions earned during a Commission Week are paid on Mondays, one week in arrears.
(i) If a Referred User returns a product that generated a Commission, Isagenix may deduct the corresponding Commission
from your next payment; if there is no subsequent payment, Isagenix has the right to reimbursement from you and you
agree to reimburse Isagenix within 30 days after such request. All determinations of qualifying Links and whether a
Commission is payable will be made by Isagenix and will be final and binding.
(j) Commissions will accrue and only become payable once (i) you provide all information needed for payment, including
all required bank account information; and (ii) Commissions accrue to a minimum of $10. (No Commissions will be paid
for less than $10.00.) Isagenix electronically deposits Commissions directly into the bank account you specify. A
$1.00 USD fee is charged for each deposit and will be deducted from the Commission payment. You hereby
authorize such electronic deposits and fees. If you provide incorrect bank account information and payment is
rejected, we will contact you in an attempt to obtain correct information. No additional attempts to deposit funds
will be made until account information is corrected. If your bank rejects an electronic transfer or otherwise fails
to honor a transaction, you may be charged associated service and return fees. Isagenix may charge an account
administration fee against any outstanding balances, to the extent permitted by applicable law. Contact your bank
if you are unsure of your bank’s policy or whether any bank restrictions or fees may apply. Available payout methods
may vary by country.
(k) Commissions shall be paid based on the current information in your Brand Partner profile. You are responsible for
informing Isagenix of any changes to your bank account, name, email address, contact information, tax identification
number, or other personal information that will impact Isagenix’s ability to issue a valid Commission payment.
Commission Disputes
(l) Brand Partners will have access to data and activity and you specifically agree to file any tracking or Commission disputes
as well as any other disputes and discrepancies within 30 days after the end of the week in which the sale or event that is
disputed occurred. Disputes filed after more than said 30 days will not be accepted by Isagenix and Brand Partner forfeits
forever any rights to a potential claim.
4. Taxes
It is your responsibility to provide Isagenix with accurate tax and payment information that is necessary to issue a Commission to
you. We may deduct or withhold any taxes or other legally required withholdings that we may be legally obligated to deduct or
withhold from any amounts payable to you. From time to time, we may request tax information from you. If we request tax
information from you and you do not provide it to us, we reserve the right (in addition to any other rights or remedies available to
us) to hold your Commissions until you provide this information. You are responsible for the payment of all applicable taxes related
to the Commissions you receive.
5. Obligations Regarding Your Site
(a) If you decide to create/build your own Sites, you will be solely responsible for the development, operation, and
maintenance of any such Site and for all materials that appear on your Site. Such responsibilities include, but are not
limited to, the technical operation of your Site and all related equipment; content, descriptions, and references on your
Site and linking to our website; the accuracy and propriety of materials posted on your Site; ensuring that materials posted
on your Site do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
(b) You further agree that you will not use your Site to engage in or promote any Prohibited Activity and will comply with
all state and federal laws, rules and regulation applicable to the operation of your Site.
(c) When promoting Isagenix through your Site, your message must make it clear that you have a relationship/material
connection with Isagenix. You must comply with applicable laws and regulations and may not make any false,
misleading, or deceptive representations concerning Isagenix products or services. Claims and statements you make about
Isagenix products and services must be consistent with approved claims as may be found on product labels or other
Isagenix approved materials. You may not make any statement that Isagenix products treat, cure or prevent any disease.
You may not recommend or suggest that any person discontinue the services or recommendations of or medications
prescribed by any healthcare professional.
(d) In all public postings and advertising materials, you will comply with the Federal Trade Commission’s Revised
Endorsement and Testimonial Guides (“FTC Guides”), which can be found at:
https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsementstestimonials/091005revisedendorsementguides.pdf. You must clearly and prominently state the following on your Site
or any other location where Isagenix may authorize your display or other use of Program Content: “As an Isagenix Brand
Partner I earn from qualifying purchases” or other suitable disclosure consistent with the FTC Guides.
(e) You may not include any material that does not portray Isagenix, including its products and services, in a positive light.
You may not make any statement or commit any act which may denigrate or harm the reputation of Isagenix or its
products or services. You may not post any content that is considered offensive, obscene, prohibited by Isagenix, or
infringes on any person’s Intellectual Property Rights.
(f) You may not make any use of any Isagenix Marks for purposes other than promoting Isagenix. You may not use the
Isagenix Marks in any manner that is disparaging or that otherwise portrays Isagenix, or any Isagenix employee or
representative in a negative light.
(g) Unauthorized, false, deceptive, or misleading statements regarding Isagenix or its products or services or otherwise
considered inappropriate by Isagenix, constitute a violation of your obligations.
(h) We have the right in our discretion to monitor your Site at any time to determine if you are in compliance with the terms
of this Agreement, and you agree to provide us with unrestricted access to your Site for such purpose.
(i) You agree to remove immediately, and in any event not later than 24 hours after request, all material deemed inappropriate
by Isagenix, at its sole discretion, or that contravenes your obligations.
(j) We disclaim all liability and responsibility for such matters and you shall indemnify us for any and all claims, losses,
suits, demands liabilities, costs or expenses howsoever arising due to any misappropriation, infringement of a third party’s
Intellectual Property Rights, or of any of your obligations and warranties set forth in this Agreement.
6. Isagenix Responsibilities
We will be responsible for providing all information necessary to allow you to make appropriate Links from your Site to our site.
Isagenix will be solely responsible for order processing, including payment processing, cancellations, refunds and related Isagenix
service. Isagenix will track the volume and amount of Qualified Purchases generated by your Site, and for providing information
regarding Qualified Purchases.
7. E-mails
You shall not create, publish, transmit or distribute, under any circumstances, any bulk electronic mail messages (also known as
"SPAM"). Failure by you to abide by the CAN-SPAM Act of 2003, as may be amended, in any manner, will be deemed a material
breach of this Agreement by you and, in addition to any obligations to indemnify Isagenix, foreclose any and all rights you may
have to any Commissions. In addition, if your account has excessive clicks in a very short period of time as determined by Isagenix
in its sole discretion, the Brand Partner relationship may be terminated.
8. Intellectual Property and Licenses
(a) Subject to the limitations otherwise in this Agreement, we grant you a non-exclusive, non-transferable, revocable, limited
license to (i) access the Isagenix website through the Links solely in accordance with the terms of this Agreement; and
(ii) solely in connection with such Links, to use the Isagenix Marks, for the sole purpose of promoting Isagenix, and as
approved by us. You may not alter, modify, or change the Isagenix Marks in any way. You may not sublicense, assign
or transfer any such licenses, and any attempt at such sublicense, assignment or transfer is void ab initio.
(b) We reserve all our rights in the Isagenix Marks and our other Intellectual Property Rights. We may revoke your license
at any time for any reason at our sole discretion, by giving you written notice. If not revoked, the license shall terminate
upon expiration or termination of this Agreement.
(c) You grant to us a non-exclusive, royalty free, worldwide license to utilize your names, titles, and logos, as the same may
be amended from time to, to advertise, market, promote, and publicize in any manner our rights hereunder; provided,
however, that we shall not be required to so advertise, market, promote, or publicize such. This license shall terminate
upon the expiration or termination of this Agreement.
(d) You grant permission to Isagenix and its agents and employees the irrevocable and unrestricted right to reproduce
photographs and/or video images taken of you, or members of your family, for the purpose of publication, promotion,
illustration, advertising, or trade, in any manner or in any medium without any additional compensation to you. This
includes all user-generated content provided to Isagenix. Furthermore, you grant permission to use any statements you
give, with or without your name, for the purpose of advertising and publicity without restriction or additional
compensation. Isagenix shall be entitled to publish information without any additional compensation to you. Your social
media content, comments, ideas, and feedback to Isagenix shall become the property of Isagenix and Isagenix may use
such without any restriction or additional compensation to you.
(e) If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation
to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by our
employees, or obtained from sources other than you.
9. Term and Termination
(a) The Term of this Agreement will commence upon our acceptance of your application to enroll in our Brand Partner
Program and our acceptance of your Registration Form and will end when terminated by either party. Either you or
Isagenix may terminate this Agreement at any time, with or without cause, upon written notice. You are only
eligible to earn Commissions on Qualified Purchases occurring during the Term, and Commissions earned through the
date of termination will remain payable only if the orders for the related Isagenix products are not canceled and comply
with all terms stipulated in this Agreement. We may withhold your final payment of Commissions for a reasonable time
to ensure that all Qualified Purchases are valid and payment from Referred Users is legitimate as determined by Isagenix
in its sole discretion.
(b) Any Brand Partner who violates either this Agreement or Isagenix's Terms of Use will immediately forfeit any right to
any and all accrued Commissions Fees and may be removed from the Program.
(c) Isagenix may remove a Brand Partner from the Program, and terminate or suspend this Agreement, at any time for any
reason, in Isagenix's sole discretion.
(d) Without limitation, Brand Partner's participation in the Program, and this Agreement, will be deemed automatically
terminated and all Commissions forfeited upon Brand Partner's violation of any of the terms of this Agreement, Isagenix’s
Terms of Use or of any applicable law or regulation.
10. Modifications
We may modify any of the terms and conditions contained in this Agreement and the Commission Schedule at any time in our sole
discretion. Such modifications shall take effect when posted on our site. Isagenix, in its sole discretion, may, but is not obligated
to, notify you of any modifications. If any portion of this Agreement is deemed by any arbitrator or court of competent jurisdiction
to be invalid or unenforceable, it is your and Isagenix’s mutual intent that the arbitrator or court shall strike or modify the applicable
provision only to the extent necessary to make such provision enforceable, and enforce the provision as modified. In any event, the
remainder of these terms and conditions and all other agreements shall remain in full force and effect.
11. Disclaimers
ISAGENIX MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE
BRAND PARTNER PROGRAM, THE ISAGENIX SITE, THE LINKS OR ANY ISAGENIX PRODUCTS SOLD THROUGH
THE BRAND PARTNER PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS,
MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF
PERFORMANCE, DEALING, OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE
OPERATION OF THE ISAGENIX SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE
FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS, INCLUDING THE TRACKING OF INFORMATION
ABOUT REFERRED USERS DURING THE PERIOD OF INTERRUPTION. YOU USE OUR SITE, THE PROGRAM, THE
LINKS (INCLUDING ANY WIDGETS OR PLUGINS) AND OUR SERVICES AT YOUR SOLE RISK AND AT YOUR OWN
FREE WILL. ISAGENIX MAKES NO REPRESENTATIONS AS TO ANY OF THE INFORMATION FOUND ON THE
ISAGENIX SITE. THE BRAND PARTNER PROGRAM AND OUR PRODUCTS, AS WELL AS ALL MATERIALS ON
ISAGENIX'S SITE AND THE LINKS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT
WARRANTIES OF ANY KIND. WE DISCLAIM ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY,
TIMELINESS, AND PERFORMANCE OF THE ISAGENIX SITES AND/OR PRODUCTS/SERVICES.
YOU ACKNOWLEDGE THAT ISAGENIX IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL
CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PROGRAM, OUR SERVICE OR THE ISAGENIX
SITE AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. ISAGENIX MAKES
NO WARRANTY AND DISCLAIMS ALL LIABILITY REGARDING THE COMPLETENESS, ACCURACY,
CONSISTENCY OR SECURITY OF THE ISAGENIX SITE AND THE ISAGENIX PRODUCTS. WE ARE NOT
RESPONSIBLE OR LIABLE FOR HARM THAT RESULTS FROM YOUR ENROLLMENT TO THE BRAND PARTNER
PROGRAM, OR USE OF THE LINKS, THE ISAGENIX SITE OR ANY SERVICE OR PRODUCT PROVIDED THEREIN.
SHOULD THE MATERIALS OR SERVICES PROVIDED PROVE DEFECTIVE AND/OR CAUSE ANY DAMAGE TO
EQUIPMENT OR ANY LOSS OR INCONVENIENCE TO THE BRAND PARTNER OR ANYONE CLAIMING THROUGH
THE BRAND PARTNER, THE BRAND PARTNER ASSUMES THE ENTIRE COST AND LIABILITY FOR SUCH DAMAGE
OR LOSS.
ISAGENIX MAKES NO REPRESENTATIONS OR GUARANTEES AS TO THE AMOUNT OF MONEY A BRAND
PARTNER MAY EARN BY PARTICIPATING IN THE PROGRAM.
12. Limitation of Liability
ISAGENIX, ITS SUBSIDIARIES AND AFFILIATES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
REPRESENTATIVES, AGENTS OR SUPPLIERS WILL NOT, UNDER ANY CIRCUMSTANCE, BE LIABLE FOR ANY
DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF
REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT, THE BRAND PARTNER
PROGRAM AND/OR THE USE OF THE LINKS OR ANY WIDGETS OR PLUG-INS PROVIDED BY ISAGENIX, EVEN IF
WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, ISAGENIX, ITS
SUBSIDIARIES AND AFFILIATES AND ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES,
AGENTS OR SUPPLIERS WILL NOT BE HELD LIABLE FOR ANY LOSSES OF ANY KIND THAT MAY RESULT DUE
TO DOWNTIME AND/OR THE AVAILABILITY OF THE ISAGENIX SITE OR THE BRAND PARTNER PROGRAM
AND/OR ANY OTHER THRID PARTY DOWN TIME.
ON REQUEST ISAGENIX MAY PROVIDE YOU WITH CONSULTATION ON VARIOUS ASPECTS OF SOCIAL MEDIA
USAGE. SUCH CONSULTATION AND ANY RELATED ADVICE IS PROVIDED FREE OF CHARGE, ‘AS IS’ AND
WITHOUT WARRANTY AND THE BRAND PARTNER ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR HER/HIS
OWN PRACTICES AND STRATEGY WITH REGARD TO THIS CONSULTATION. BRAND PARTNER ACKNOWLEDGES
AND AGREES THAT ISAGENIX WILL NOT BE RESPONSIBLE FOR ANY LIABILITY ARISING IN RESPECT OF THE
PROVISION OF SUCH CONSULTATION.
ISAGENIX'S AGGREGATE TOTAL LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE BRAND
PARTNER PROGRAM WILL NOT EXCEED IN ANY EVENT THE TOTAL COMMISSION FEES PAID TO YOU UNDER
THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
SUCH CLAIM.
13. Relationship of the Parties
(a) Independent Contractor. You and Isagenix are independent contractors. You acknowledge and agree that you are not an
agent, employee, legal representative or franchisee of Isagenix, or any Isagenix Independent Associate. You further
understand and agree that you will not be treated as an employee for federal or state tax purposes, and will not be treated
as an employee for purposes of the Federal Unemployment Act, Insurance Contributions Act or Social Security Act, or
any state unemployment laws, state employment security laws, or any state workers compensation laws. You understand
and agree that you are responsible for and will pay all federal and state taxes, including income taxes, self-employment
taxes, sales taxes, local taxes, and/or local license fees that apply to your activities and compensation received. As a selfemployed independent contractor, you will be operating on your own accord. You have complete freedom in determining
the time you devote and scheduling time. As a self-employed independent contractor, you are also responsible for
complying with any applicable federal, state, provincial, or local business licensing requirements.
(b) Change of Sponsor. When you become a Brand Partner, you will occupy a position in your enrolling sponsor’s (the
person who referred you to Isagenix) team placement tree in accordance with the Associate Compensation Plan. You
may change your sponsor only in limited situations, after a waiting period and on conditions established by Isagenix.
Once conditions and applicable waiting period have been met, you may sign up again with a new account under the new
desired sponsor. Any request to change sponsorship or placement must be made in writing and sent directly to Isagenix
via email to Placements@isagenixcorp.com. Note: others who are registered under your original account will not be
transferred to your new account.
(c) Account Status. Your account will remain in active mode for 120 days after a purchase through your Links. After that
120-day period, your account will be changed to an inactive mode unless it is reactivated again with a new purchase.
Your account may be reactivated by a purchase made within 12 months of it becoming inactive, otherwise your
Agreement will be considered terminated.
(d) Non-Solicitation. As an independent contractor you may participate in other business ventures. However, during the term
of your relationship with Isagenix and for one year thereafter, you agree that you will not solicit or encourage any Isagenix
Associate to join or work with another network marketing or multi-level marketing company.
(e) Income Claims. You agree that you will not make any representations about the actual or potential income that may be
earned under the Commission Schedule.
14. Representations and Warranties
(a) You hereby undertake, represent and warrant to us as follows:
i. This Agreement has been duly and validly executed and accepted by you and constitutes your legal, valid, and
binding obligation, enforceable against you in accordance with its terms.
ii. The execution and performance by you of this Agreement and the consummation by you of the transactions
contemplated hereby will not, with or without the giving of notice, the lapse of time, or both, conflict with or
violate any provision of law, rule, or regulation to which you are subject, or any agreement or other instrument
applicable to you or binding upon your assets or properties.
iii. No consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any
third party is required to be obtained or made by you in connection with the execution, delivery, and
performance of this Agreement or the taking by you of any action contemplated hereby.
iv. During the term of the Agreement, you will not include in your Site content that is, in our opinion, unlawful,
harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or are in
violation of our Terms of Use or Acceptable Use Policy.
v. You are at least eighteen (18) years of age.
vi. You are not engaged in any Prohibited Activity.
vii. Each Referred User and each Qualified Purchase referred or submitted by you to us, is valid, genuine, unique
and not fraudulent and meets each of the criteria for generating a Commission Fee as provided in this
Agreement and the Commission Schedule.
viii. You shall not use, procure, bid on or otherwise arrange for any sponsored Links which uses or includes any
Isagenix trademarks, names or product names or any variations or similar marks or names.
ix. You undertake, directly and in any indirect manner, not to register, procure or use any Internet domain name
that includes any Isagenix trademarks or any variations or names similar to any Isagenix trademarks.
x. You will not use our competitors' trademarks (or a derivation of a competitor's trademark), or any other word
or term that is likely to cause confusion regarding affiliation with the competitor.
15. Privacy
We will only collect, process, use and share your personal information in accordance with our Privacy Policy and as set out in these
terms and conditions. By participating in this Program, you give your consent for us to collect, process, use and share your personal
data in this way. If you do not agree to our Privacy Policy you should not participate in this Program. You agree to comply with all
privacy laws applicable to your activities.
16. Indemnification
YOU HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS US AND OUR SUBSIDIARIES AND AFFILIATES, AND
THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, PARTNERS, MEMBERS, AND OTHER
OWNERS, AGAINST ANY AND ALL CLAIMS, ACTIONS, DEMANDS, LIABILITIES, LOSSES, DAMAGES,
JUDGMENTS, SETTLEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) (ANY OR
ALL OF THE FOREGOING HEREINAFTER REFERRED TO AS "LOSSES") INSOFAR AS SUCH LOSSES (OR ACTIONS
IN RESPECT THEREOF) ARISE OUT OF OR ARE BASED ON (I) ANY CLAIM THAT YOUR SITE INFRINGES ON ANY
TRADEMARK, TRADE NAME, SERVICE MARK, COPYRIGHT, LICENSE, INTELLECTUAL PROPERTY, OR OTHER
PROPRIETARY RIGHT OF ANY THIRD PARTY, (II) ANY MISREPRESENTATION OF A REPRESENTATION OR
WARRANTY OR BREACH OF A COVENANT AND AGREEMENT MADE BY YOU HEREIN, (III) ANY CLAIM RELATED
TO YOUR SITE, INCLUDING, WITHOUT LIMITATION, ITS DEVELOPMENT, OPERATION, MAINTENANCE AND
CONTENT THEREIN NOT ATTRIBUTABLE TO US OR (IV) BRAND PARTNER ENGAGING IN ANY PROHIBITED
ACTIVITY.
17. Independent Investigation
Your application submission acknowledges that you have read this Agreement and agree to be bound by all its terms and conditions.
You understand that we may at any time (directly or indirectly) solicit Isagenix relationships on terms that may differ from those
contained in this Agreement. We may also solicit Isagenix relationships with entities that operate websites that are similar to or
compete with your Site. You have independently evaluated the desirability of participating in the Isagenix Brand Partner Program
and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
18. Assignment
You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any purported assignment
shall be void ab initio. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable
against the parties and their respective successors and assigns.
19. Waivers
Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to
subsequently enforce such a provision or any other provision of this Agreement.
20. Remedies to Isagenix
Without limiting any other available remedies, your violation of any of the terms or conditions contained in this Agreement may
result in, among other things, (a) the immediate termination of this Agreement; (b) the withholding or cancelling Commissions due
to you; or (c) the commencement of an action by Isagenix against you seeking, without limitation, injunctive relief, recovery of
actual, statutory, or punitive damages.
21. Arbitration – PLEASE READ CAREFULLY
ANY CONTROVERSY OR CLAIM ARISING OUT OF, OR RELATING TO THIS AGREEMENT OR THE COMMISSION
SCHEDULE, OR THE BREACH THEREOF, SHALL BE SETTLED BY CONFIDENTIAL BINDING ARBITRATION. All
arbitration proceedings shall be held in Maricopa County, State of Arizona, unless the laws of the jurisdiction where you reside
expressly require the application of its laws, in which case the arbitration shall be held in the capital of that jurisdiction. At least
one arbitrator shall be an attorney at law experienced in business law transactions and affiliate marketing. Neither the parties nor
the arbitrator(s) may disclose the existence, content, or results of any arbitration without the prior written consent of both parties.
Judgment on any award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Each party to the arbitration
shall be responsible for its own costs and expenses, including legal and filing fees; provided, however, that the arbitrator will have
discretion to award legal fees and other costs to the prevailing party. The decision of the arbitrator shall be final and binding on the
parties. This Agreement to arbitrate shall survive any termination or expiration of your relationship with Isagenix.
Nothing in the arbitration provision prohibits either party from obtaining a temporary injunction, preliminary injunction, permanent
injunction or other equitable relief available to safeguard and protect the party’s interests prior to, during or following the filing of
any arbitration or other proceeding, or pending the rendition of a decision or award in connection with an arbitration or other
proceeding. The arbitrator(s) will have the authority to continue injunctive relief and to enter a permanent order granting such relief.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated,
or representative action. If for any reason a claim proceeds in court rather than in arbitration, we each waive any right to a jury
trial. We also both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property
rights.
22. Status of Agreement
If applicable laws or regulations require it, or the functions or features of the Program change, we may need to change this
Agreement, our Program features, or the Compensation Schedule from time to time. The current version of our Terms and
Conditions and Compensation Schedule can be found on our website. Your continued participation in this Program following the
posting of such changes will constitute your agreement to all such changes. If at any time, you do not agree with this Agreement,
or you do not agree to any modifications, then you must immediately stop participating in the Program.
23. Definitions
"Canceled Purchase” means any purchase refunded, canceled, returned, suspended or subject to chargeback.
"Commission Fees" or "Commissions" - Under the Brand Partner Program, subject to the terms hereof, you will be paid
Commissions for Qualified Purchases by a Referred User that you directly referred to Isagenix under and in accordance with this
Agreement.
"Isagenix Marks" means, without limitation, Isagenix's trademarks, trade names, logos, copyrights, service marks, product names,
corporate names, and any other distinctive name or brand related to Isagenix, whether registered or not.
"Isagenix websites" or “Isagenix sites” means www.Isagenix.com, its sub domains and/or any other website as may be added by
Isagenix, at its sole discretion from time to time.
"Fraudulent Traffic" – means any deposits or traffic generated at the Brand Partner Site through illegal means or in bad faith to
defraud Isagenix, regardless of whether or not it actually causes harm to Isagenix. Fraudulent Traffic includes but is not limited to
spam, false advertising, purchases made with stolen credit cards, collusion, manipulation of the services, system, bonuses or
promotions not approved by Isagenix, offers to share Commissions, directly or indirectly, with any Referred User and any other
unauthorized use of any third party accounts, copyrights or trademarks.
"Intellectual Property Rights" or "IPR" means without limitation copyrights, trademark rights, patent rights, trade secrets, moral
rights, right of publicity, author's right, contract and licensing rights, goodwill and all other intellectual property rights as may exist
now/or hereafter come into existence and all renewals and extensions thereof.
"Prohibited Activity" means any activity that involves, facilitates, advocates or promotes one or more of the following: (a)
discrimination on the basis of race, ethnicity, gender, religion, sexual orientation, age, national origin or disability; (b) libelous,
defamatory, obscene, pornographic, sexually explicit or abusive activities; (c) gambling or illegal substances; (d) sedition or illegal
activities; (e) false or misleading advertising; or (e) a conflict or violation of any law, rule, regulation or any intellectual property
or other rights of any person, party or entity.
"Qualified Purchase" means a purchase made by a Referred User of an Isagenix product, provided that such purchase meets the
criteria set forth in this Agreement. Any purchase refunded, canceled, returned, suspended or subject to chargeback in the same
Commission Week will not be qualified as a Qualified Purchase, and shall be referred to as a “Canceled Purchase”.
"Referred User" means each new and unique User referred directly from Brand Partner through a Link provided by or approved
by us, which meets the criteria set forth in this Agreement, who makes a Qualified Purchase.
"Registration Form" means any and all order forms for enrollment, registration forms, or other signup or acceptance forms
(whether online, paper, fax, or otherwise) submitted by you in order to enroll into Isagenix's Brand Partner Program, or, as
applicable, the Referred User to make a Qualified Purchase.
"Terms of Use" means Isagenix’s terms of use applicable to all users, as amended from time to time, available at www.isagenix.com
and clicking on Terms of Use.
ACCEPTABLE USE POLICY
1. This policy forms part of your Isagenix Brand Partner Agreement with us. You agree that you will not: use the Program,
or any social media account in the course of any proposal or campaign, for the purposes of distributing or facilitating
distribution of any Brand Partner-generated content that is offensive, obscene, prohibited under any applicable laws or
regulations, or infringes any person’s Intellectual Property Rights.
2. Use another person or entity’s email address in order to sign up to use social media channels; engage in fraudulent or
abusive purposes (including, without limitation, by using social media channels to impersonate any person or entity, or
otherwise misrepresent your affiliation with a person, entity or Isagenix; use the Program for any commercial or business
purpose or for the benefit of any third party or to send unsolicited communications; remove or amend any proprietary
notices or other ownership information from the Program.)
3. Interfere with or disrupt the Program or servers or networks that provide Isagenix’s website and social media channels.
4. Except as permitted by law, attempt to decompile, reverse engineer, disassemble or hack any of the Program or Isagenix’s
website and social media channels, or to defeat or overcome any of our encryption technologies or security measures or
data transmitted, processed or stored by Isagenix.
5. Attempt to ‘‘spider’, ‘harvest’, ‘scrape’ or collect any information about or regarding other people that use the Program,
including, but not limited to any personal data or information (including by uploading anything that collects information
such as ‘spyware’).
6. Disrupt the normal operation of Isagenix’s website or social media channels or do anything which is likely to have a
negative effect on other users’ ability to participate in the Program; disobey any requirements or regulations of mobile
networks connected to the Program.
7. Attempt to get around technological measures designed to control access to, or elements of Isagenix’s website, social
media channels or the Program.
8. Claim that you are associated with or endorsed by us unless you have entered into a written agreement with Isagenix to
that effect; republish in bulk any information derived from the participation in this Program.
9. “White-label” or otherwise hold yourself out as the originating provider of any content, material or processes shared by
Isagenix while participating in the Program.
10. Use the Program in violation of any applicable law or regulatory requirement.
11. You may not sell or promote Isagenix products in countries or territories that have not been officially opened by Isagenix.
12. Isagenix provides sales tools and other materials that you can use to promote Isagenix. Creation of your own materials is
discouraged. All materials you create must be truthful and not misleading and in compliance with the Brand Partner
Agreement.
13. You may describe Isagenix products and product experiences only in a manner that is consistent with the product and
weight loss claims contained in official Isagenix marketing materials. When making any product or weight loss claim,
you agree to accompany the claim with appropriate disclosures. It is your responsibility to disclose all relevant
information to ensure any representation you make is truthful and not misleading. You agree that you will not represent
that any Isagenix product is intended to diagnose, treat, cure or prevent any diseases.