The Agreement. The term “Agreement” collectively refers to these Terms and Policies, the Centralbru Compensation Plan, and the Centralbru Business Entity Addendum (the Business Entity Addendum is only applicable to Consultants who enroll as a business entity, in their current form and as may be amended in the future at the Company’s discretion. Independent Consultants shall be referred to herein as “Consultants.” Throughout these Terms & Policies, Centralbru, Inc. shall be referred to as “Centralbru” or the “Company.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
Your Status as a Centralbru independent Consultant is temporary. You must submit a properly completed Form for T4A to Centralbru within 60 days from the date of your application. Failure to submit form will result in the cancellation of your Centralbru business. You will be prompted to submit a form when you log into your Back-Office. If you fail to submit your form within sixty days from the date of enrollment your Centralbru business will be cancelled.
Adherence to the Agreement. Consultants must comply with the Agreement. If you have not yet reviewed the Terms and Policies at the time you execute this Agreement, they are posted in your Consultant Back-Office. You must review the Terms and Policies within five days from the date on which you execute this Agreement. If you do not agree to the Terms and Policies, your sole recourse is to notify the Company and cancel your Centralbru Agreement. Failure to cancel constitutes your acceptance of the Terms and Policies. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Centralbru.
Amendments to the Agreement. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication of the amended provisions in each Consultant’s Back-Office, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel your Centralbru Agreement.
Consultants’ Rights. Consultants for Centralbru, (hereinafter “Centralbru” or the “Company”):
Independent Contractor Status. Consultants are independent contractors and not employees, partners, legal representatives, or franchisees of Centralbru. Consultants are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. CONSULTANTS SHALL NOT BE TREATED AS A CENTRALBRU EMPLOYEE FOR FEDERAL OR PROVINCIAL TAX PURPOSES. Centralbru is not responsible for withholding and shall not withhold or deduct CPP, EI, or taxes of any kind from Consultants’ compensation. Consultants are not entitled to workers compensation or unemployment security benefits of any kind from Centralbru.
Assignment of Rights and Delegation of Duties. Consultants may not assign any rights under the Agreement without the prior written consent of Centralbru. Any attempt to transfer or assign the Agreement without the express written consent of Centralbru renders the Agreement voidable at the option of Centralbru and may result in termination of your Centralbru business.
If the assets of Centralbru, or a controlling ownership interest in Centralbru, is transferred to a third party, Centralbru may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.
Waiver. Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.
Waiver of Right of Publicity. Consultants grant Centralbru an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Consultants waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.
Minimum Age.Persons under age 18 may not be Consultants and no Consultant shall knowingly recruit or sponsor, or attempt to recruit or sponsor, any person under age 18.
Severance. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it is in compliance with the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of a Consultant against Centralbru shall not constitute a defense to Centralbru’s enforcement of any term or provision of the Agreement.
Term and Renewal of a Centralbru Business. The initial term of this Agreement is one year from the date of enrollment. Thereafter, Consultants must renew their agreement by paying their annual Back-Office fee. The Company will automatically charge the Back-Office fee to the credit card that a Consultant has on file with the Company.
Centralbru reserves the right to terminate all Consultant Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels.
A participant in this multilevel marketing program has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the company at its principal business address or via the Consultant’s Back-Office.
General Conduct. Consultants shall safeguard and promote the good reputation of Centralbru and its products, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Consultants shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Consultants must adhere pursuant to this section, the following standards specifically apply to Consultants’ activities:
Social Media. In addition to meeting all other requirements specified in these Terms & Policies, should a Consultant utilize any form of social media in connection with her Centralbru business, including but not limited to blogs, Facebook, Twitter, Linkedin, YouTube, or Pinterest, the Consultant agrees to each of the following:
Consultant Web Sites and Mobile Applications. Consultants may create one website [websites and mobile applications shall be collectively referred to as “website(s)”] to promote their Centralbru business and Centralbru products, but such website must comply with the following:
Centralbru reserves the right to rescind approval for any approved website, and Consultants waive all claims against Centralbru, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.
Consultant Created Marketing Methods, Advertising, and Promotional Material (Sales Tools). All Consultant created Sales Tools must be submitted to the Company and receive written approval before they can be used or made public. Consultants who receive written authorization from Centralbru to produce and publish Sales Tools may make approved Sales Tools available to other Consultants free of charge if they wish but may not sell the Sales Tools to other Centralbru Consultants (any sale or attempt to sell Sales Tools to another Consultant will result in the termination of the offending Consultant’s Centralbru business). Centralbru reserves the right to rescind approval for any approved Sales Tools, and Consultants waive all claims against Centralbru, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. The Company may post approved Sales Tools may be posted in Consultants’ Back-Offices and at the Company’s discretion may be made available for all Consultants’ use free of charge. The Consultant(s) who created the Sales Tools grants Centralbru and other Independent Consultants an irrevocable and perpetual license to use the Sales Tools for Centralbru business purposes at their discretion, and waives all claims, including but not limited to intellectual property right claims, and/or claims for remuneration against Centralbru, its officers, directors, owners, agents, and other Independent Consultants for such posting and/or use of the Sales Tools.
Trademarks and Copyrights. The name “Centralbru” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of Centralbru. The Company grants Consultants a limited license to use its trademarks and trade names in promotional media for so long as the Consultant’s Agreement is in effect. Upon cancellation of a Consultant’s Agreement for any reason, the license shall expire and the Consultant shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may a Consultant use any of Centralbru’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved Sales Tools.
Centralbru commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Consultants, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Consultants may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.
In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Consultants shall not copy any such materials for their personal or business use without the Company’s prior written approval.
Sales Outlets. To support the Company’s direct selling distribution channel and to protect the independent contractor relationship, Consultants agree that they will not sell Centralbru products in any wholesale, warehouse, or discount establishment, any retail establishment that is part of a chain or any online auction or buy-sell site (including but not limited to eBay) without prior written approval from Centralbru. Notwithstanding the foregoing, Consultants may display and sell Centralbru products at trade shows and boutique shops so long as the owner of the boutique shop is a Centralbru Independent Consultant.
Change of Sponsor. The only means by which a Consultant may legitimately change his/her sponsor are by:
(a) Voluntarily canceling his/her Centralbru business in writing and remaining inactive for six (6) full calendar months. Following the six-calendar month period of inactivity, the former Consultant may reapply under a new sponsor. The Consultant will lose all rights to his/her former downline organization upon his/her cancellation; or
(b) Submitting a written request to the Company at firstname.lastname@example.org for a change of sponsor along with a detailed description why he/she believes a sponsorship change is warranted. The Company reserves the sole discretion whether to permit the sponsorship change. The downline organization of the Consultant who receives authorization to change sponsors shall not be moved to the new line of sponsorship.
Waiver of Claims. In cases in which a Consultant improperly changes his/her sponsor, Centralbru reserves the sole and exclusive right to determine the final disposition of the downline organization that was developed by the Consultant in his/her second line of sponsorship. CONSULTANTS WAIVE ANY AND ALL CLAIMS AGAINST CENTRALBRU, ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AND AGENTS THAT RELATE TO OR ARISE FROM CENTRALBRU’S DECISION REGARDING THE DISPOSITION OF ANY DOWNLINE ORGANIZATION THAT DEVELOPS BELOW A CONSULTANT WHO HAS IMPROPERLY CHANGED HIS/HER SPONSOR.
Product Claims. Consultants must not make claims, including but not limited to testimonials, about Centralbru’s products or services that are not contained in official Centralbru literature or posted on Centralbru’s official website.
Income Claims When presenting or discussing the Centralbru opportunity or Compensation Plan to a prospective Consultant, Consultants may not make income projections, income claims, income testimonials, or disclose their Centralbru income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Centralbru Consultant. Nor may Consultants make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Consultant is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Centralbru business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that a Consultant was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.
Compensation Plan and Program Claims. When presenting or discussing the Centralbru compensation plan, you must make it clear to prospects that financial success in Centralbru requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:
The above are just examples of improper representations about the compensation plan and the Company’s program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as a Consultant without commitment, effort, and sales skill.
Media Inquiries. Consultants must not interact with the media regarding the Centralbru business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Centralbru’s marketing department.
Non-solicitation. Centralbru Consultants are free to participate in other network marketing programs. However, during the term of this Agreement and for one year thereafter, with the exception of a Consultant’s immediate family members, a Consultant may not directly or indirectly Recruit other Centralbru Consultants for any other network marketing business. The term “Recruit” means the direct or indirect, actual or attempted, sponsorship, solicitation, enrollment, encouragement, or effort to influence in any other way, another Centralbru Consultant to enroll or participate in another network marketing opportunity. This conduct constitutes Recruiting even if the Consultant’s actions are in response to an inquiry made by another Consultant or customer. An “immediate family member” is the Consultant’s parents, children and siblings.
If a Consultant is engaged in another network marketing program, it is the responsibility of the Consultant to ensure that his or her Centralbru business is operated entirely separate and apart from all other businesses and/or Network Marketing programs. To this end, the Consultant must not:
Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to Centralbru’s Consultants and/or customers: (a) that is contained in or derived from any Consultants’ respective Consultant Back-Office; (b) that is derived from any reports issued by Centralbru to Consultants to assist them in operating and managing their Centralbru business; and/or (c) to which a Consultant would not have access or would not have acquired but for his/her affiliation with Centralbru. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Centralbru and is provided to Consultants in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Consultant’s use in building and managing his/her Independent Centralbru business.
Handling Personal Information. If you receive Personal Information from or about prospective Consultants or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Consultants and prospective Consultants’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.
Product Inventory. Consultants may carry no more than 5 brewing systems in their inventory for resale. All inventory must be sold within 30 days from the date on which the Consultant purchased the merchandise from the Company, and the selling Consultant must submit a retail sales report to the Company reflecting the sale to the customer(s). Consultants must designate their purchases as intended for resale or personal use at the time they purchase it from the Company.
Bonus Buying. Bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide resale or use, or any mechanism or artifice to qualify for rank advancement or maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.
Limitations on Consultant and Household Businesses. Consultants may own, operate, control, or have an interest in, only one Centralbru business, and there may be only one Centralbru business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home.
Actions of Third-Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of a Consultant engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Consultant. “Knowledge” of misconduct is not limited to actual knowledge. If a Consultant engages in acts or omissions that the Consultant knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Consultant, the Consultant shall be deemed to have knowledge of the violation.
Tampering with Product Packaging. Centralbru products must be sold in their original packaging. Consultants shall not alter the original packaging or labeling.
Negative Comments. Complaints and concerns about Centralbru should be directed to the customer Service Department. Consultants must not disparage, demean, or make negative remarks to third parties or other Consultants about Centralbru, its owners, officers, directors, management, other Centralbru Consultants, the Marketing and Compensation plan, or Centralbru’s directors, officers, or employees. Disputes or disagreements between any Consultant and Centralbru shall be resolved through the dispute resolution process, and the Company and Consultants agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.
Sales Receipts. Consultants must provide their retail customers that purchase merchandise directly from the Consultant with two copies of an official Centralbru sales receipt at the time of the sale and advise them of the three day right to rescind the transaction, which is set forth on the receipt. Consultants must maintain all retail sales receipts for a period of two years and furnish them to Centralbru at the Company’s request. Sales receipts can be downloaded in PDF format from Consultants’ Back-Office. Retail customers who purchase from a Consultant’s replicated website need not be provided with a sales receipt as the receipt will automatically be sent by the Company via email at the time the order is placed.
Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return, repurchase, and chargeback periods applicable to product sales have all expired. If a product is returned to Centralbru for a refund or is repurchased by the Company, or a chargeback occurs, the compensation attributable to the returned or repurchased product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs and continuing every pay period thereafter until the commission is recovered, from the upline Consultants who received bonuses and commissions on the sales of the refunded products. Likewise, if it is the responsibility of a Consultant to issue a refund to a customer, but Centralbru issues the refund, the Company may deduct the amount refunded to the customer from the Consultant’s subsequent bonuses and commissions.
Centralbru reserves the right to withhold or reduce any Consultant’s compensation as it deems necessary to comply with any garnishment or court order directing Centralbru to retain, hold, or redirect such compensation to a third party.
Return of Merchandise and Sales Aids by Consultants Upon Cancellation or Termination. Within 30 days from the cancellation or termination of a Consultant’s Agreement, the Consultant may return products and Sales Tools that he or she personally purchased from Centralbru within 12 months prior to the date of cancellation so long as the goods are in currently marketable condition and are returned to the Company within 30 days from the date of the Consultant’s cancellation or termination. Upon the Company’s timely receipt of returned goods and confirmation that they are in currently marketable condition, the Consultant will be reimbursed 90% of the net cost of the original purchase price(s). Shipping and handling charges will not be refunded. If the purchases were made through a credit card, the refund will be credited back to the same account. Goods are in “currently marketable condition" if they are unopened and unused and packaging and labeling has not been altered or damaged. Merchandise that is clearly identified at the time of sale as nonreturnable, closeout, discontinued, or as a seasonal item, Back Office and Replicated website fees are not refundable except as may be required under applicable provincial law.
Limited Warranty on Brewing Systems & Frother. Centralbru offers a Limited One Year Warranty on brewing systems (SKU Nos. EBS0001-BL, EBSBNDL01-SS, EBSSUB001-BL, and EBSSUBMCF-SS)that may be extended by the original purchaser so long as he or she subscribes to Centralbru’s monthly coffee auto-ship program. The milk frother (SKU No. MFC0001-SS) carries the same one-year limited warranty but is NOT eligible for an extended warranty.
Satisfaction Promise – Glass Brewing Methods and Consumable (ingestible) Goods. Centralbru offers a 30-day satisfaction promise to the original purchaser on glass brewing methods and coffee and other ingestible merchandise. If you are not satisfied with any merchandise not covered by the limited warranty, you may return it to Centralbru within 30 days from the date of purchase for a refund, less shipping expenses and a 25% restocking fee.
Limitations Applicable to All Guarantees and Satisfaction Promises. ALL WARRANTIES AND SATISFACTION PROMISES APPLY ONLY TO THE ORIGINAL PURCHASER AND ONLY TO PRODUCTS ORDERED THROUGH A CENTRALBRU INDEPENDENT CONSULTANT AND SHIPPED DIRECTLY FROM CENTRRALBRU TO THE CUSTOMER. WARRANTIES AND SATISFACTION PROMISES DO NOT APPLY TO PRODUCTS PURCHASED ON EBAY, AMAZON, FROM THE INVENTORY OF AN INDEPENDENT CENTRALBRU CONSULTANT, OR ANY OTHER SOURCE. If a Consultant is an auto-ship subscriber and Centralbru believes that the Consultant is abusing the satisfaction promise, the refund request will constitute the Consultant’s voluntary cancellation of her Consultant Agreement, the refund will be processed as an inventory repurchase, and the Consultant’s Centralbru business will be cancelled. Product satisfaction promises do not apply to products damaged by abuse or misuse.
Other Cancellation Rights. Customers, Preferred Customers and newly enrolled Associates have 10 business days within which to cancel their initial purchase and obtain a full refund on returned merchandise. An explanation of these rights is explained on the sales receipt.
Disciplinary Sanctions. Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by a Consultant that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Consultant’s Centralbru business, and/or any other disciplinary measure that Centralbru deems appropriate to address the misconduct. In situations deemed appropriate by Centralbru, the Company may institute legal proceedings for monetary and/or equitable relief.
Roll Up (Below Barista Leader). When a Consultant below the Barista Leader rank is canceled and no longer part of the company, their downline may be compressed to their upline, filling the gap left by the canceled Consultant. Roll Up is at the discretion of the Company.
Roll Up (Barista Leader or Higher). If a Consultant who was paid-as a Barista Leader or higher in the last four periods is canceled (whether voluntarily or involuntarily), their downline will only be compressed to the upline under the following conditions:
a. If the Personal Sponsor qualifies under these conditions, then the downline of the canceled Consultant will be compressed up upon the completion of the qualifications but no retroactive commissions will be paid.
b. If the Personal Sponsor does not qualify under these conditions, then the position of the canceled Consultant will remain permanently vacant but not removed from the genealogy so that the lineage remains intact and is considered to be one leg to the upline.
Indemnification. Consultants agree to indemnify Centralbru for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Centralbru incurs resulting from or relating to any act or omission by Consultant that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Centralbru may elect to exercise its indemnification rights through withholding any compensation due the Consultant. This right of setoff shall not constitute Centralbru’s exclusive means of recovering or collecting funds due Centralbru pursuant to its right to indemnification.
Effect of Cancellation. A Consultant whose business is cancelled for any reason will lose all Consultant rights, benefits and privileges. This includes the right to represent yourself as an Independent Centralbru Consultant, to sell Centralbru products and services and the right to receive commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of the Consultant and the Consultant’s former downline sales organization. There is no whole or partial refund for tangible Business Bundles that are not currently marketable, Consultant Back-Office, replicated website or renewal fees if a Consultant’s business is cancelled.
Voluntary Cancellation. A participant in this network-marketing plan has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the Company at its principal business address or by cancelling his/her business through the Consultant Back-Office. The written notice must include the Consultant’s signature, printed name, address, and Consultant I.D. Number. A Consultant may also voluntarily cancel his/her Centralbru business by failing to renew the Agreement on its monthly anniversary date or by withdrawing consent to contract electronically.
Cancellation for Inactivity.Consultants must have a minimum of $600 Customer Only Personal Sales Volume in a 12-month period in order to remain a Consultant in good standing and keep their downline. If they fail to meet this requirement in any 12-month period, they will be canceled which causes them to be removed from the company downline organization. Their downline and customers may be compressed to the next upline Consultant who is in good standing at the company’s discretion.
Business Transfers. Consultants in good standing who wish to sell or transfer their business must receive Centralbru’s prior written approval before the business may be transferred. Requests to transfer a business must be submitted in writing to the Compliance Department at email@example.com. It is within Centralbru’s discretion whether to allow a business sale or transfer, but such authorization shall not be unreasonably withheld. However, no business that is on disciplinary probation, suspension, or under disciplinary investigation may be transferred unless and until the disciplinary matter is resolved. Prior to transferring a business to a third party, the Consultant must offer Centralbru the right of first refusal to purchase the business on the same terms as negotiated with a third party. The Company shall have ten business days to exercise its right of first refusal.
Transfer Upon a Consultant’s Death. A Consultant may devise his/her business to his/her heirs. Because Centralbru cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and Centralbru will transfer the business and issue commissions to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Centralbru with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a Centralbru Consultant Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled.
Business Distribution Upon Divorce. Centralbru is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Centralbru will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Centralbru business must also execute and submit a Centralbru Consultant Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.
Dissolution of a Business Entity. Centralbru is not able to divide commissions among multiple parties, nor is it able to divide a downline organization. Consequently, in the event that a business entity that operates a Centralbru business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Centralbru business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. If the business entity wishes to sell or transfer its Centralbru business, it must do so pursuant to policy 48. In addition, the recipient of the Centralbru business must also execute and submit a Centralbru Consultant Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Centralbru business will be cancelled.
Inducing Consultants to Violate the Agreement. Consultants shall not directly or indirectly induce, encourage, or assist another Consultant to violate the Agreement.
Reporting Errors. If a Consultant believes that Centralbru has made an error in his/her compensation, the structure or organization of his/her genealogy, or any other error that impacts the Consultant’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Centralbru shall use its best efforts to correct errors reported more than 60 days after the date of the error, Centralbru shall not be responsible to make changes or remunerate Consultants for losses for mistakes that are reported more than 60 days after the mistake occurs.
International Activities. Consultants may not sell Centralbru products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.
Dispute Resolution. If a dispute arises between a Consultant and Centralbru relating to the Agreement, the Centralbru business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution Provision.
a. Stages of Dispute Resolution & General Dispute Resolution Procedures. Disputes between the Company and a Consultant(s) that arise from or relate to the Agreement, the business operated by the Consultant, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) trial before a court for claims under $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAMAGES FOR $50,000.00 OR MORE OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this dispute resolution provision:
Step 1 - Informal Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Consultant(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.
To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that party (if applicable), or the name of the Consultant and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one party requests that the meeting be held telephonically.
Unless otherwise agreed in writing by the negotiating parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “closed.” Such closure shall not preclude continuing or later negotiations if desired by both parties.
Step 2 – Mediation. If the parties are unsuccessful in resolving their dispute through good faith negotiation, they shall seek to resolve the dispute through mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appointed.
Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator.
Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties.
Step 3(a) – Claims for under $50,000.00 with no claim for equitable relief. Claims for less than $50,000.00 and in which equitable relief is NOT sought may be brought pursuant to the arbitration provision below if the parties agree. If the parties do not agree, a claim may be brought before the small claims or district courts in the county in which either party resides or has its principal place of business.
Step 3(b) – Claims for $50,000.00 or more or claims seeking equitable relief - Confidential Arbitration. If a claim seeks $50,000.00 or more, or seeks equitable relief, and the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration as set forth below.
Step 3(c) - Public Equitable Relief. If public equitable relief is authorized by federal or state statute, the parties agree that an action may be brought before the district court in the county in which either party resides or has its principal place of business so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings. The confidentiality provisions and corresponding liquidated damage provisions for breach of confidentiality provision contained in this dispute resolution provision shall remain in effect for claims and actions asserted under this Step 3(c) unless an action is brought before a court as specifically permitted pursuant to this subsection and the disclosure is related solely to material that is not filed with the court under seal.
b. JAMS to Administer Arbitration. The arbitration shall be filed with, and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Copies of JAMS Rules and Procedures will also be emailed to Consultants upon request to Centralbru’s customer service department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:
c. Confidentiality. With the exception of discussing the claims with bona fide witnesses to the dispute, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies.
d. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the nonbreaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:
e. Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at firstname.lastname@example.org. The parties agree that any violation of the Non-solicitation provisions (policy 26) or Confidential Information (policy 27) provisions of these policies shall entitle Centralbru to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) Centralbru shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to Centralbru shall outweigh the potential harm to Consultant if emergency and/or permanent equitable relief is granted.
f. Disputes Not Subject the Three-Step Dispute Resolution Procedure. A party need not go through the informal negotiation or mediation steps in the following situations:
g. Remedies. Remedies available to you under Candian federal laws, and the provincial and local laws of your state, shall remain available to you in any arbitration proceeding.
Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the Centralbru business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Consultant. Submit your written opt-out notice to the Company email@example.com.
Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these policies, the law of the Province of Ontario, without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.
Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of a Consultant’s Agreement and/or independent business, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of a Consultant’s Agreement and/or loss of their independent business is proven and held to be wrongful under any theory of law, Consultant’s sole remedy shall be liquidated damages calculated as follows:
Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this Agreement shall restrict or limit a Party’s right to recover liquidated damages as set forth in these Terms & Policies.