Plexus Ambassador Agreement

This Plexus Ambassador Agreement includes the terms of the agreement between the independent Plexus Ambassador, including individual and corporate entities, (referred to as “Ambassador” “I” “me” “my” or “myself”) and Plexus Australia Pty Ltd (ABN 35 627 543 837) 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.
Goods and Services Tax. I acknowledge that Plexus collects all applicable goods and services tax (“GST”) on the price of all taxable items sold.
Amendment of the Agreement. Except for the Dispute Resolution provision in Section 16, 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, on no less than 10 days' notice. Plexus shall provide notice of the amendments by publishing them on the Internet and providing an advice to Ambassadors of the change in my Virtual Office or e-mailing them to you. 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 authorise Plexus to use my name, likeness and personality in part or its entirety in connection with the Plexus business, including any testimonials I approve, 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 to promote Plexus or its products in any Media and I waive, and consent to any act or omission that would otherwise infringe any moral rights I have in such works.
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 offence, charged with a crime involving moral turpitude or violated a court order.
Direct Selling Australia. Plexus Australia Pty Ltd is a proud member of Direct Selling Australia (“DSA”). Plexus commits to the high standards of ethics in business dealings through the DSA’s Code of Practice, https://directselling.org.au/dsacodeofpractice/ (the “Code”). As an Ambassador of Plexus, I acknowledge and agree that I will abide by the requirements outlined in the Code.
Supervision and Training. I acknowledge that I am responsible for training and supervising and that I must supervise and train those Ambassadors I enrol/sponsor in my sales organisation, including ongoing communication with my sales organisation.
Emerald Non-Compete. a) I acknowledge that when I qualify to rank advance to Emerald or above, I will be given access to Plexus Confidential Information. I also acknowledge that by attaining the qualifications to become an Emerald or above, I have achieved a high-profile Ambassador leadership position within Plexus, and as such requires additional obligations on my part. To protect Plexus’ Confidential Information and take into consideration how my role and conduct impacts the business, goodwill and integrity of both Plexus and its Ambassadors I acknowledge and confirm that while a Plexus Ambassador at the rank of Emerald or above, and for 6 months after termination of the Agreement for any reason, I may not participate in, promote, or sell, directly or indirectly, the products, services or earnings opportunity associated with any other multilevel or network marketing venture (collectively “Network Marketing Business”). b) I agree that if my spouse/partner is also a Plexus Ambassador he/she must also abide by section 16 (a) and may not participate or promote, directly or indirectly, the products, services or earnings opportunity associated with another Network Marketing Business, even if his/her rank is below Emerald. If my spouse/partner continues to be engaged in another Network Marketing Business after I attain the qualifications for Emerald or above, I will be prohibited from advancing to the rank of Emerald within the Plexus Ambassador compensation plan or if I am existing Emerald or above, my rank will be reduced to Senior Ruby. c) I affirm that I or my spouse/partner may participate in another Network Marketing Business as a customer, including as a recurring customer, if I/we do not receive compensation from that Network Marketing Business. Such compensation includes payments, trips or similar benefits. Receiving such compensation will be deemed as acting as a distributor with another Network Marketing Business. d)I acknowledge and agree that the covenants contained in this provision are necessary to protect the legitimate business interests of Plexus, are fair and reasonable, and do not prevent me from earning a living. I also agree that if the scope or the enforceability of any of the covenants in this provision is in any way disputed at any time, a court may modify the covenant, permitting it to be enforced to the extent it believes to be reasonable under the circumstances existing at that time.
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 Sydney, Australia 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 RULES OF THE AUSTRALIAN CENTER FOR INTERNATIONAL COMMERCIAL ARBITRATION (“ACICA”) THEN IN EFFECT, EXCEPT THAT ALL PARTIES SHALL BE ENTITLED TO ALL DISCOVERY RIGHTS ALLOWED UNDER THE INTERNATIONAL BAR ASSOCIATION RULES ON TAKING EVIDENCE IN INTERNATIONAL ARBITRATION.
4. The Parties shall attempt to select a mutually agreeable arbitrator from ACICA's Panel of Arbitrators. If the Parties cannot agree on an arbitrator or an arbitrator is not selected by agreement within 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 Rules of ACICA.
5. The Arbitration shall be governed by the International Arbitration Act 1974 (Cth), (“IAA”) 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 New South Wales law, without regards to New South Wale's conflict of laws principles.
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 Sydney, Australia, (iii) the Party in whose favour 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 Sydney, Australia.
8. The Parties, ACICA., and the arbitrator agree that the arbitration proceedings and documents produced in the Australian proceedings shall be kept confidential and agree to be bound by the confidentiality provisions of the IAA. IN relation to the arbitration proceedings, “Confidential Information” shall be as defined by section 15 (1) of the IAA. Without limiting the generality of the foregoing, the parties, ACICA and the arbitrator 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. ACICA 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 Sydney, Australia 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 Federal Court of Australia or the Supreme Court of New South Wales located in Sydney, Australia, or application may be made to such court for the judicial acceptance of the award and order of enforcement, 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. Notwithstanding the foregoing, any revision, modification, amendment to, or termination of this Dispute Resolution provision, 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.au.
12. This Agreement shall be governed and construed in accordance with the laws of New South Wales, excluding that state’s choice of law principles, and all claims relating to or arising out of this Agreement, or breach thereof, whether sounding in contract, tort or otherwise, shall be governed by the laws of New South Wales, excluding that state’s choice of law principles. The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement.
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, such consent not to be unreasonably withheld.
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 licence to use Plexus intellectual property in approved advertising, but that I will have none of the powers or rights conferred on authorised users of trade marks by section 26 of the Trade Marks Act 1995 (Cth). Such licence 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 for any reason, 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 authorisation and additional refund instructions. Because this refund policy was created, in part, to allow Ambassadors and Customers to try Plexus products, Plexus will honour 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. This 60-day satisfaction guarantee is in addition to the purchaser's rights, if any, under the Australian Consumer Law because, for example, the products were damaged or defective.
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 US$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 Plexus clearly discloses prior to purchase that the products are seasonal, discontinued, or special promotion products and are not subject to the repurchase obligation. If I am in breach of this Agreement, Plexus reserves the right to stop or delay the buy back process.
Compensation Plan. I acknowledge that I will, if eligible, receive bonuses and/or commissions from sales to my personal customers, and from my network of Ambassadors in accord with the currently valid Plexus Compensation Plan. Plexus reserves the right to vary or change eligibility as set out in the Compensation Plan. Any other payments I receive will be based upon fulfilling certain qualifications as set forth by the Compensation Plan. I agree that as a Plexus Ambassador, I shall place primary emphasis upon the sale of products to non-Ambassador customers as a condition of my receipt of bonuses and/or commissions. Under certain circumstances, commission rates may be adjusted for promotional, discontinued or seasonal product pricing. I agree that any payments made to me by Plexus that remain inaccessible or unclaimed by me because of the inability of Plexus to transfer the funds to me for any reason will be subject to a reasonable, monthly administration fee, which will be debited from my account balance.
Recipient Created Tax Invoices.. You and Plexus agree as follows: a) Plexus can issue recipient created tax invoices to you in respect of the services performed by you as a Plexus Ambassador (“Services”); b) You will not issue tax invoices in respect of the Services; c)If Plexus will be issuing you a recipient created tax invoice, you acknowledge that you are registered for Goods and Services Tax (“GST”) and will advise Plexus if you cease to be registered; d)Plexus acknowledges that it is registered for GST when it enters this Agreement and that it will notify you if it ceases to be registered for GST or it ceases to satisfy the requirements of the GST law and the Australian Tax Office (“ATO”) ruling that allows Plexus to issue recipient created tax invoices; and e)You indemnify Plexus for any liability to tax, over claimed credits and penalties and interest because of error by Plexus on any Services for which it issues a recipient created tax invoice that might arise due to your failure to notify Plexus of cessation of registration or other ATO requirements.

By my signature or my acceptance online, I confirm that I have read, understand and agree to the terms of this Agreement.