Plexus Ambassador Agreement

This Plexus Ambassador Agreement includes the terms of the agreement between the independent Plexus Ambassador (referred to as “Ambassador” “I” “me” “my” or “myself”) and Plexus Worldwide, LLC and its parent, subsidiary and affiliated entities (referred to collectively as “Plexus”).

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Agreement. The term “Agreement” shall collectively refer to the Plexus Ambassador Agreement, Policies and Procedures, Compensation Plan, Privacy Policy and Website Terms of Service. These documents in their current form, and as amended by Plexus periodically, are incorporated by reference into the Agreement and constitute the entire agreement between me and Plexus.
Acceptance. I shall become an Ambassador upon receipt of payment of the Plexus Annual Membership (PAM) and acceptance of my application by Plexus and shall continue as an Ambassador upon renewal by Plexus. I acknowledge that Plexus has the right in its sole discretion to reject my application and my annual renewal.
Independent Contractor. I understand that as an Ambassador, I am an independent contractor, and not an employee, agent, partner, legal representative or franchisee of Plexus. I understand that I will not be treated as an employee of Plexus for federal or state tax purposes. Plexus is not responsible for withholding and shall not withhold or deduct any taxes from my compensation, unless such withholding becomes legally required.
Term. The term of this Agreement is one year from the Effective Date, which is the date Plexus accepts my application. If I wish to continue to be an Ambassador after the initial term, I must pay the current renewal fee; however, any renewal shall be at the sole and absolute discretion of the Company. I authorize Plexus to automatically charge the renewal fee to the credit card I have on file.
Termination. I acknowledge that I may terminate this Agreement for any reason at any time by giving Plexus written notice. I understand that Plexus has the right to take disciplinary action up to and including termination if I violate the Agreement. If the Agreement is terminated for any reason, I understand that I will permanently lose all rights as an Ambassador, including but not limited to, rights to commissions, bonuses and other compensation and all rights and claims to my prior sales organization.
Credit Card Transactions. I understand that I may have multiple credit cards on file with Plexus. I authorize Plexus to charge my primary credit card on file for any product purchases and/or my annual renewal fee. If the primary credit card on file declines or cannot be charged any other reason, I authorize Plexus to charge any other credit card on file.
No Guarantee of Income. I understand that Plexus does not guarantee that I will make any income or be profitable. I shall not represent to others that an Ambassador is guaranteed an income or profitability. I understand that my income is dependent on the sale of Plexus products to the end-user. I have reviewed and understand the Plexus Income Disclosure Statement found at Plexus Income Disclosure.
Product and Opportunity Representations. I will not make false, misleading or unsubstantiated statements about Plexus products or the Plexus business opportunity. I will operate my Plexus business in an ethical manner and abide by all federal or state laws, regulations, ordinances and regulatory guidance. I agree that I will not make representations about the actual or potential earnings of any Plexus Ambassador at any time other than those contained in the current Income Disclosure Statement.
Release and Indemnification. Plexus and its directors, officers, shareholders, members, partners, employees, agents and assigns (collectively referred to as “Released Parties”) shall not be liable for and I waive and release the Released Parties from all claims for consequential, exemplary or punitive damages arising out of Plexus’ performance of its obligations under the Agreement. I indemnify and hold harmless the Released Parties from any claims or liability arising from the promotion or operation of my Plexus business including, but not limited to, representations regarding Plexus products, the Plexus business opportunity, my operation of a motor vehicle, or the lease, rental or use of meeting or training facilities in relation to the operation of my Plexus business.
Sales Tax / Value-Added Tax. I acknowledge that Plexus collects all applicable sales, use, goods and services, and value-added taxes on the Suggested Retail Price of all taxable items sold.
Amendment of the Agreement. Except for the Dispute Resolution provision in Section 15, I understand that Plexus may amend the Agreement, including the Policies and Procedures, Compensation Plan, Privacy Policy, and Website Terms of Service, at any time. The amendments shall become effective upon publication on the Internet or when sent via e-mail. The continuation of my Plexus business, including the acceptance of compensation from Plexus, shall constitute my acceptance of the amendments.
Use of Personal Information / Commercial Electronic Messages. I authorize Plexus to collect and use my personal information in accordance with the Plexus Privacy Policy. I also consent to Plexus sending me commercial electronic messages. I acknowledge that I can revoke my authorization and/or consent at any time by emailing privacy@plexusworldwide.com or by contacting Plexus Customer Service. Plexus requires access to certain personal information and the ability to send commercial electronic messages to support my business. I acknowledge that if I wish to continue operating my Plexus business, I may not be allowed to revoke authorization to collect and use personal information or withdraw my consent to Plexus to send commercial electronic messages.
Use of Name / Likeness. I authorize Plexus to use my name, likeness and personality in part or its entirety in connection with the Plexus business, including any testimonials, for any and all motion picture, radio, television, DVD, DVD-ROM, CD, CD-ROM, cable, satellite, print, Internet, Internet streaming, social media or other electronic transmission and media methods (collectively referred to as “Media”) and/or for any other trade or advertising purposes, in perpetuity, including, but not limited to, such use that may result in Plexus generating any income. I grant, assign and convey all right, title and interest, in my personal testimonials and/or photographs/likeness and/or any use, reuse, reproduction, modification, publication, republication and creation of derivative works from my personal testimonial and/or photos/likeness to Plexus. I release and agree to hold harmless Plexus, its representatives, employees, officers, members, partners, directors, agents for any claims arising out of the use of my personal testimonials, name and/or photographs/likeness in any Media.
Ethics. I understand that Plexus is a family-oriented business that expects me to conduct myself with the highest ethics and integrity. I represent and warrant that I have never been convicted of an indictable offense, charged with a crime involving moral turpitude or violated a court order.
Supervision and Training. I acknowledge that I must supervise and train those Ambassadors I enroll/sponsor in my sales organization, including ongoing communication with my sales organization.
Dispute Resolution.
1. If a dispute arises relating to any relationship, contractual or otherwise, between or among Plexus, its officers, employees, members, partners, Ambassadors or vendors or arising out of any products sold by Plexus, the parties agree to attempt in good faith to resolve any such dispute in an amicable and mutually satisfactory mann
2. In the event such efforts are unsuccessful for any reason, either Party may serve a notice of arbitration ("Notice of Arbitration") on the other Party. Notice of Arbitration shall be personally delivered or sent by prepaid registered mail, courier, facsimile transmission, email or by such other means of telecommunication that provides a record of sending the Notice of Arbitration and shall be effective on receipt thereof by the Party to whom it is addressed. The Notice of Arbitration shall be dated, and, without prejudice to any right under the applicable rules permitting subsequent modifications, shall specify the claims or issues which are to be arbitrated. The Parties shall schedule an arbitration to occur in Maricopa County, Arizona, U.S.A. within 45 days of receipt of the Notice of Arbitration.
3. THE PARTIES SPECIFICIALLY AGREE THAT IN ORDER TO PROMOTE TO THE FULLEST EXTENT REASONABLY POSSIBLE A MUTUALLY AMICABLE RESOLUTION OF THE DISPUTE IN A TIMELY, EFFICIENT AND COST- EFFECTIVE MANNER, THEY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AND SHALL SETTLE THEIR DISPUTE SOLELY BY SUBMITTING THE CONTROVERSY TO BINDING ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“A.A.A.”) THEN IN EFFECT, EXCEPT THAT ALL PARTIES SHALL BE ENTITLED TO ALL DISCOVERY RIGHTS ALLOWED UNDER THE FEDERAL RULES OF CIVIL PROCEDURE.
4. The Parties shall attempt to select a mutually agreeable arbitrator from A.A.A.'s Panel of Arbitrators. If the Parties cannot agree on an arbitrator or an arbitrator is not selected by agreement within five (5) business days of receipt of the Notice of Arbitration and paying of the filing fees, an arbitrator shall be selected in accordance with the Commercial Rules of A.A.A.
5. The Arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §1 et. seq., and the judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction to enter the judgement. Either Party may elect to participate in the arbitration telephonically. Any substantive or procedural rights other than the enforceability of this Dispute Resolution Policy shall be governed by Arizona law, without regards to Arizona's conflict of laws principles. NOTE: Louisiana resident distributors may choose to arbitrate contract disputes in Louisiana and Louisiana law will govern the contract.
6. The Parties agree that any arbitration proceeding will be conducted on an individual, not a class-wide, basis, and that any proceeding between the Parties may not be consolidated with another proceeding between one of the Parties and any other entity or person. THE PARTIES SPECIFICALLY WAIVE ANY RIGHT TO CLASS-WIDE TREATMENT OF ANY CLAIM COVERED BY THIS AGREEMENT AND DISPUTE RESOLUTION POLICY.
7. The Parties further expressly agree that (i) the arbitrator shall only reach his/her decision by applying strict rules of law to the facts, (ii) the arbitration shall be conducted in the English language, in Maricopa County, Arizona, (iii) the Party in whose favor the arbitration award is rendered shall be entitled to recover all costs and expenses of the arbitration including, but not limited to, legal fees, expert or other professional fees, and the cost and expense of administration of the arbitration proceedings, and any costs and legal fees incurred in executing on or enforcing the arbitration award, and (iv) the arbitral award shall be issued in Maricopa County, Arizona, U.S.A.
8. The Parties, A.A.A., and the arbitrator shall maintain the confidentiality of the entire arbitration process and may not disclose to any other person not directly involved in the arbitration process: (i) the substance of, or basis for, the controversy, dispute, or claim; (ii) the content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in the arbitration; or (iii) the terms or amount of any arbitration award. A.A.A. and the arbitrator shall have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary.
9. Except as provided in the following sentences, no party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. Provided that, notwithstanding this Dispute Resolution Policy, either party may apply to a court of competent jurisdiction in Maricopa County, Arizona, to seek injunctive relief before or after the pendency of any arbitration proceeding. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief to arbitration. Judgment upon the award may be entered by the United States District Court or Maricopa County Superior Court located in the State of Arizona, or application may be made to such court for the judicial acceptance of the award and order of enforcement, as the case may be, if the Arbitrator's award or decision is not complied with within 7 days of the Arbitrator's decision.
10. Arbitration in accordance with the terms of this Dispute Resolution Policy shall be the sole and exclusive procedure for resolution of disputes between the parties, including any disputes that might arise after termination of this Agreement.
11. k. Notwithstanding the foregoing, any revision, modification, amendment to, or termination of the Dispute Resolution contained in the Agreement shall not apply to a dispute of which Plexus has actual notice of prior to the effective date of such revision, modification, amendment or termination. The effective date of any such revision, modification, amendment or termination shall be 30 days after the revision, modification, amendment or termination is posted on the Company website at www.plexusworldwide.com.
Assignment. I may not assign, transfer, pledge, encumber or hypothecate my rights or interests in my Plexus business without the prior written consent of Plexus.
Waiver. No waiver by any party of any breach by any other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
Invalidity. If any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable or invalid to any extent, the remainder of this Agreement shall not be affected thereby, and this Agreement shall be construed to the fullest extent possible as to give effect to the intentions of the provision found unenforceable or invalid.
Integration. This Agreement, and the documents incorporated by reference, set forth the entire agreement of the parties hereto regarding the subject matter contained herein and supersede all prior and contemporaneous agreements, promises, covenants, arrangements, understandings, communications, representations or warranties, whether oral or written, by any party hereto; and any prior agreement of the parties hereto regarding the subject matter contained herein is hereby terminated and canceled. No agreements or representations, whether written, oral, express or implied, with respect to the subject matter hereof have been made by either party that are not set forth expressly in this Agreement.
Headings. All headings contained in this Agreement are for reference purposes only and shall not in any way alter the meaning or interpretation of any provision or provisions of this Agreement.
Notices. Except as indicated elsewhere in the Agreement, all notices and other communications provided for hereunder shall be in writing and shall be delivered to each party hereto by hand, by email or sent by reputable overnight courier, with receipt verified, or registered or certified mail, return receipt requested, addressed as follows: (i) If to Plexus: Plexus Worldwide, LLC, 9145 E. Pima Center Parkway, Scottsdale, Arizona 85258, Attention: Legal Department or via email to legal@plexusworldwide.com; (ii) If to the Ambassador: to the current address or email address listed in Plexus’ computer system; or at such other address as either party may specify by written notice to the other party in compliance with this Notice provision. Such notices shall be deemed to be effective when the same is deposited, postage prepaid, in the mail and/or when the same shall have been delivered by hand, by email or overnight courier, as the case may be. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a business day, then such action or notice may be deferred until, or may be taken or given on, the next business day.
Trademarks, Domain Names and Social Media Sites. I acknowledge that when my application is accepted by Plexus, I will be granted a limited, revocable, non-transferrable license to use Plexus intellectual property in approved advertising. Such license shall terminate immediately upon termination of this Agreement, for any reason. I acknowledge that I may not use Plexus trademarks or any confusingly similar variations of Plexus trademarks in any business name, email address, domain name or sub-domain name, social media site name, URL, telephone number or in any other address or title.
Refunds / One-Year Buy Back.
1. 60-Day Satisfaction Guarantee. I acknowledge that if an Ambassador or Customer is dissatisfied with a Plexus product, they may obtain a full refund within 60 days of the date of purchase. To obtain the refund, the Ambassador or Customer must contact customer service for authorization and additional refund instructions. Because this refund policy was created, in part, to allow Ambassadors and Customers to try Plexus products, Plexus will honor one refund request per product, unless the product has been received in a damaged or defective condition. Commissions paid to the Ambassador or her/his upline on the refunded product may be debited from the Ambassador’s or the Ambassador’s upline accounts.
2. One-Year Buy Back. I acknowledge that if I terminate this Agreement, Plexus will repurchase on reasonable commercial terms currently marketable inventory, in the possession of and purchased by me for resale prior to termination date of my business relationship with Plexus. For purposes of this Policy, “reasonable commercial terms” shall include repurchase of currently marketable inventory purchased within 12 months from my date of termination less appropriate set offs, legal claims and a $15.00 restocking fee. Products shall not be considered “currently marketable” if returned for repurchase after the products’ commercially reasonable usable or shelf life period has passed; nor shall products be considered “currently marketable” if Ple