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Terms & conditions

Sales Representative Agreement

April 19, 2019

This Agreement contains the complete terms and conditions that apply to your participation as an Sales Representative of CBD BioCare Sales Representative Marketing Program and the establishment of hypertext links from your Website or any other means, to include email communications and/or software applications to www.CBDBioCare.com for the purpose of you earning Referral Fees from Qualifying Purchases made by third parties who have navigated to our website www.CBDBioCare.com via said hypertext links.

1. Definitions

As used in this Agreement, “we”, “us”, “CBD BioCare” or “CBDBioCare.com” means CBD BioCare, and “you”, “your” or “Sales Representative” means the Sales Representative. “Website” individually and collectively means your website and/or e-mail communications and/or software applications. CBD BioCare by which participating entities place links on their Website that connect to the CBDBioCare.com website and/or e-mail communications and/or software applications for which a referral fee is earned.

The terms “Qualifying Purchase”, “purchase”, “sale” or “Sales Representative sale” used in this Agreement mean a CBDBioCare.com paid purchase by users during a visit to CBDBioCare.com following navigation to the designated URL on CBDBioCare.com through a hypertext link from you under this Sales Representative Marketing Program.

“Net Proceeds” will mean the gross proceeds received by CBD BioCare.com from Qualifying Purchases on CBDBioCare.com, less costs and expenses attributable to taxes, shipping and handling, fraud, bad debts, and duties.

The terms “Referral Fee” or “commission” used in this Agreement mean moneys duly earned by, payable to, or previously paid to the Sales Representative in regard to the aggregate Net Proceeds received from Qualifying Purchases made at CBDBioCare.com under the terms of this Agreement and the Sales Representative Marketing Program, and acknowledged as such by CBDBioCare.com at its sole discretion.

“$”, “dollar” or “dollars” mean US Dollars.

2. Term of The Agreement

The term of this Agreement (the “Term”) will begin upon our acceptance of your application to enroll your site in the CBDBioCare.com Sales Representative Marketing Program, such application signifying your acceptance of this Agreement.

The term shall be for a period of one (1) year from said acceptance, and shall automatically renew for successive one (1) year terms unless either Party gives thirty (30) days’ notice to the other that it intends not to renew the Agreement at the end of the current term.

3. Promotion

CBD BioCare will make available to you, or you will create, subject to our approval, a textual link in order to link to cbdbicare.com. You and we will cooperate in good faith to develop and implement such Links. Each Link will permit recipients to navigate directly to a page on the cbdbiocare.com website designated by us via a special tagged link format. You will be responsible for integrating the Links into your site to properly enable sales tracking, and we will not be responsible for your failure to do so, including to the extent such failure may result in any reductions of amounts that would otherwise be paid to you under this Agreement.

Landing Pages: Fees for Sales Representative landing pages are non refundable.

4. Forbidden Actions

This Agreement will be terminated without notice if, in its sole discretion, cbdbiocare.com determines that the Sales Representative has breached any or all of the following explicitly prohibited actions. THE SALES REPRESENTATIVE WILL FORFEIT ANY ACCUMULATED EARNINGS IF THE AGREEMENT IS TERMINATED UNDER THIS PROVISION.

Click Fraud: Sales Representative shall not, either directly or indirectly, act, encourage or require users to click on links to CBDBioCare.com and/or generate clicks or orders through any means that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent.

Inappropriate Content: No Link will be placed on any page or screen that contains content that: incites, encourages, advocates or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; incites, encourages, advocates or promotes illegal activities including, but not limited to, violence against persons or property, terrorism, armed insurrection, piracy or treason; incites, encourages, advocates or promotes the sexual abuse or exploitation of children and minors; violates the intellectual property rights of third parties; or contains or promotes deceptive information.

Own Purchases: Sales Representative shall use their own Sales Representative link in order to receive commissions on their own purchases.

Solicitations: Sales Representative shall not solicit CBD BioCare Sales Representatives to sell any other goods or services.

5. Referral Fees

CBD BioCare will pay you a Referral Fee equal to a minimum of 20% of the aggregate Net proceeds received from Qualifying Purchases, minus taxes and shipping fees made at CBDBioCare.com.

CBD BioCare shall track users who access CBDBioCare.com from the Sales Representative’s website via an Sales Representative link with a cookie containing the Sales Representative’s identification, and that expires in 180 days following said visit. The cookie containing the Sales Representative identification will be replaced with the cookie of another Sales Representative if the user subsequently accesses CBDBioCare.com from the link of the other Sales Representative. A Qualifying Purchase made prior to the expiration of the cookie will be attributed to the Sales Representative link provider whose Sales Representative identification is recorded in the cookie associated with that website user.

You are only eligible to earn a Referral Fee on sales occurring during the Term, and commissions earned through the date of termination will remain payable only if the product orders are not canceled. Your referral commission will be paid out as long as it is over $25 or it will carry over to the next payment period. It is your responsibility to provide either Venmo or banking information so we can complete your referral payment. If we owe you a referral fee we will reach out to you by phone and email in an effort to contact you for payment information. If we do not hear back from you within 30 days we have the right to forfeit your earnings. Please update your banking information in your back-office dashboard.

6. Reporting

Payments here-under will be in accordance with reports made available on the CBDBioCare.com website of Qualifying Purchase for which Referral Fees are payable.
7. Payments

Referral fees will be paid on the 1st and the 15th of each month. If either of those dates fall on a weekend day, the commission will be paid the Monday following. If during any calendar month referral fees do not exceed twenty-five dollars ($25.00), then you may not receive payments until the following calendar month during which your aggregate referrals fees equal or exceed said amount or until the termination of this agreement, whichever occurs earlier.

No payment will be made to Sales Representative for sales that result in refunds or returns and, at its own discretion, CBDBioCare.com will withhold payment for at least 15 days’ time to ensure against cancellations or refunds.

Payments shall be made in US Dollars via direct deposit as nominated by the Sales Representative in the name of the party and address provided by Sales Representative. Sales Representative shall be responsible for all taxes associated with the receipt of any payments

8. Representations and Warranties; Limitation of Liability

Each of us hereby represents and warrants that:

• it has full power and authority to enter into this Agreement and to perform its obligations here-under;
• it has obtained all permits, licenses, and approvals required for its performance under this Agreement;
• the services to be rendered by each of us under this Agreement neither infringe nor violate any patent, copyright, trade secret, trademark, or other proprietary right of any third party.

CBD BioCare will remain solely responsible for the operation of the CBDBioCare.com website. Should you have your own website you will remain solely responsible for the operation of your site. Each party acknowledges that their respective sites may be subject to temporary downtime due to causes beyond their reasonable control subject to the specific terms of this Agreement, retains sole right and control over the programming, content and conduct of transactions over its respective site or service.

EACH PARTY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE AMOUNT OF SALES THAT CBDBIOCARE.COM MAY GENERATE DURING THE TERM, AND (ii) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN THIS AGREEMENT.

NEITHER CBD BIOCARE NOR SALES REPRESENTATIVE WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA) ARISING OUT OF THIS AGREEMENT. CBD BIOCARE’S ENTIRE LIABILITY ARISING FROM THIS AGREEMENT WHETHER IN CONTRACT OR TORT, WILL NOT EXCEED THE AMOUNTS PAYABLE TO SALES REPRESENTATIVE HEREUNDER.

9. Fulfillment and Policy

CBD BioCare will be solely responsible for fulfilling all orders for its products and payment processing, and customers who buy products through the Sales Representative Marketing Program will be deemed customers of CBD BioCare.

To protect the privacy of CBD BioCare’s customers, all information about customers and users collected by CBD BioCare shall be owned solely and exclusively by CBD BioCare.

All rules, policies, operating procedures and information concerning customer orders and sales will apply to those customers, including our rules of privacy and confidentiality. We may change our policies and operating procedures at any time, without notice.

10. Intellectual Property Rights

CBD BioCare hereby grants to you during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Web Sites and to use CBD BioCare’s trade names, logos, trademarks and service marks (the “CBDBioCare.com Marks”) on your website and/or e-mail communications and/or software applications solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform your obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the CBDBioCare.com Marks will be subject to CBD BioCare’s prior written approval.

You hereby grant to CBD BioCare, during the Term a non-exclusive, non-transferable, royalty-free license to establish hyperlinks between yours and our Websites and to use your trade names, logos, trademarks and service marks (the “Sales Representative Marks”) solely as is reasonably necessary to establish and promote such hyperlinks and to otherwise perform our obligations under this Agreement; provided, however, that any other promotional materials or usages containing any of the Sales Representative Marks will be subject to your prior written approval.

Except as set forth above, you and we each reserve all right, title and interest in respective intellectual property rights (e.g., patents, copyrights, trade secrets, trademarks and other intellectual property rights). Use of the other’s marks except as set forth herein is strictly prohibited.

11. Indemnification

We agree to indemnify, defend and hold harmless you and your Sales Representatives, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorney’s fees) relating to the operation of our site, a breach of our obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials provided by us for display on your site.

You agree to indemnify, defend and hold harmless us and our Sales Representatives, directors, officers, employees and agents, from and against any and all liability, claims, losses, damages, injuries or expenses (including
reasonable attorney’s fees) relating to the operation of your site, a breach of your obligations under this Agreement, or the violation of any third party intellectual property rights of editorial content or other materials of your site.

12. General Provisions

i. You and we will each monitor and periodically test the general availability and operation of our respective Websites and/or e-mail communications and/or software applications.
ii. You and we are entering this Agreement as independent contractors, and nothing will be construed to create a partnership, agency, joint venture or employment relationship between you and us.
iii. In its performance of this Agreement and in the operation each party’s respective Websites, you and we each will comply with all applicable laws, regulations, orders and other requirements, now or hereafter in effect, of governmental authorities having jurisdiction. Without limiting the generality of the foregoing, you and we each will pay, collect and remit such taxes as may be
imposed with respect to any compensation, royalties or transactions under this Agreement.
iv. Neither you or we will be considered to be in breach of, or default under, this Agreement on account of any delay or failure to perform as a result of any causes or conditions that are beyond our respective reasonable control. If any force majeure event occurs, the affected party will give prompt written notice to the other and will use commercially reasonable efforts to minimize the impact of the event.
v. You may not assign this Agreement, in whole or in part, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns.
vi. The failure of either you or us to enforce any provision of this Agreement will not constitute a waiver of the right to subsequently enforce the provision. Any remedies specified in this Agreement are in addition to any other remedies that may be available at law or in equity.
vii. This Agreement represents the entire Agreement between you and us with respect to the subject matter hereof and supersedes any other oral or written agreements regarding such subject matter, and may be amended or modified only by a written instrument signed by a duly authorized agent of each party.
viii. If any provision of this Agreement will be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement will not be affected and will remain in full force and effect.

13. Termination

Termination Without Cause: CBD BioCare may modify or terminate this Agreement without cause. Please note that CBD BioCare reserves the right to change any of the terms and conditions in this Agreement, including the payment terms described in herein, by posting a new agreement on the cbdbiocare.com website.

Termination For Cause: CBD BioCare may terminate this Agreement without notice if in its sole discretion it determines that Sales Representative has breached the terms and conditions of this Agreement. SALES REPRESENTATIVE FORFEITS ANY ACCUMULATED EARNINGS IF AGREEMENT IS TERMINATED FOR CAUSE.

The Sales Representative may terminate this Agreement, at any time, with or without cause, by giving at least seven days (7) days written notice of termination to CBD BioCare.

14. Jurisdiction

This Agreement has been made in and shall be construed and enforced in accordance with the laws of the State of Florida, United States. Any action to arising here-under will be brought in the federal or state courts, located in the Stace of Florida.

15. Service Of Notices

Any notices under this agreement will be given in writing. Notices may be given by electronic mail to salesrep@cbdbiocare.com .

16. Compliance

Sales Representatives will comply with our compliance policy.

MAP Agreement
CBD BioCare
Minimum Advertised Pricing Policy/Agreement

Effective January 1, 2017, a Minimum Advertised Price (MAP) on all CBD BioCare) products will be in effect. International accounts must reflect pricing as translated into their local currency.

CBD BioCare has been building a brand of strong recognition and a high- perceived value. By not adhering to the established Minimum Advertised Price (MAP) a reseller can have a dramatic effect of diminishing or detracting from the perceived value of the CBD BioCare brand and its products. The Internet, with its worldwide impact, has the possibility to cause great harm to any companies’ products, if they are advertised at prices that will eliminate any legitimate retail competition. Our MAP pricing policy is intended for consumers to purchase from other resellers based on loyalty and customer care expectations. Therefore, if CBD BioCare agrees to allow you/your company to sell its products, you will need to agree and abide by the following requirements and restrictions.

The MAP policy shall work under the following guidelines:
1) The Minimum Advertised Price for any CBD BioCare product shall not be less than 5% below the current Manufacturer’s Suggested Retail Price (MSRP) as published on the CBD BioCare website wwwcbdbiocare.com. MAP pricing is established by CBD BioCare and may be adjusted by CBD BioCare at its sole discretion.

2) The MAP for all CBD BioCare products shall be no more than the MSRP provided in the CBD BioCare Price Sheet.

3) The MAP policy applies to all advertisements of CBD BioCare products in any and all media, including, but not limited to, flyers, posters, coupons, mailers, inserts, newspapers, magazines, catalogs, mail order catalogs, Internet or similar electronic media, television, radio, and public signage.

4) The MAP policy is not applicable to: 1) Any in-store advertising that is displayed only in the store and not distributed to any customer(s) outside of their store. 2) Any email newsletters sent to your customer database.

5) The inclusion in advertising of free or discounted products (whether made by CBD BioCare or another manufacturer) with a product covered by the MAP policy would be contrary to the policy if it has the effect of discounting the advertised price of the covered product below the MAP.

6) If pricing is displayed in other than a brick and mortar retail store, any strike-through or other alteration of the Minimum Advertised Price is prohibited.

7) MAP applies only to advertised prices and does not apply to the price at which the products are actually sold or offered for sale to an individual consumer within the dealer’s retail location or over the telephone. CBD BioCare Sales Representatives, dealers and sales representatives remain free to sell these products at any price they choose.

8) MAP does not establish maximum advertised prices. All dealers and sales representatives may offer CBD BioCare products at any price in excess of the MAP.

9) CBD BioCare’s MAP policy does not in any way limit the ability of any dealer to advertise that “they have the lowest prices” or, they “will meet or beat any competitors price”, that consumers should “call for a price” or phrases of similar import as long as the price advertised or listed for the products is not less than MAP.

10) Sales Representative/Dealer agrees to hold all trademarks and copyrights of CBD BioCare as the property of CBD BioCare and use advertising materials provided by CBD BioCare in an authorized manner only.

11) Intentional or repeated failure to abide by this policy will result in termination of Sales Representative, dealership or sales representatives. CBD BioCare does not intend to do business with Sales Representatives, dealers or sales representatives who degrade the image of CBD BioCare and its products. It is CBD BioCare’s sole discretion whether or not to provide prior notice or issue warnings before taking any action under this policy.

12) Third party market places, E-Bay and Other Auction Web Sites Policy:
• BioCare prohibits and restricts any resale of its product on any third party market place websites including but not limited to; Amazon.com, Rakuten.com, Newegg, Sears.com, BestBuy.com, Walmart.com, eBay, or any other similar type market place.
• “Buy it Now” options must be listed at a price equal to MAP or greater.
• For auctions the reserve and/or opening bids must start at MAP without a “Buy it Now” option.
• Best Offer Auctions Are Not Allowed
• CBD BioCare only authorizes the resale of its products to pre-approved resellers only through the proprietary websites only. No other market place website sales or listings are permitted with the CBD BioCare product being listed for sale.

13) Negotiated Contracts: From time to time CBD BioCare may explicitly approve it in writing to sell certain products at below MAP pricing. The discount amount and length of time will be determined at the time of this approved promotion by CBD BioCare in writing only.

14) CBD BioCare may run a sale from time to time and in such case the MAP will be the same as the sale price on those particular items and on those particular dates. CBD BioCare will send out an authorized notice in advance with details of the special.

15) CbdbioCare.com will supply a copy of the CBD BioCare MAP policy to any new or existing reseller to be filled out, acknowledged and returned to CBD BioCare. This form shall be acknowledged to CBD BioCare when applying as an Sales Representative, dealer or salesperson and in doing so, will bind the reseller to abide by the MAP and reseller requirements spelled out in this document.
16) Any infringements or breach of the terms listed within this agreement are grounds for immediate suspension or termination, at CBD BioCare’s sole discretion, of the reseller’s right to advertise, promote and resell CBD BioCare products.

MAP Agreement Confirmation
This MAP policy has been established by CBD BioCare to help ensure the legacy of CBD BioCare as a top producer of CBD and Hemp related products and to protect the reputation of its name and products.

If in agreement with this policy then please fill out the requested information and sign it. You may scan the 3rd page and email to: salesrep@cbdbiocare.com

I agree to the terms & conditions