Brand Ambassador Agreement

This BRAND AMBASSADOR Agreement, dated as of the date listed on your application (“Agreement”), is entered into by and between One CBD, Inc. a Texas corporation with its principal place of business at 13901 Midway Road, Suite 102-321, Dallas, Texas 75244 (“Supplier”), and the person listed on the brand ambassador application.

(“BRAND AMBASSADOR”) (together with Supplier, the “Parties” and each a “Party”).

Whereas, Supplier is in the business of distributing, and selling the Products identified in Schedule I;

Whereas, BRAND AMBASSADOR wishes to assist Supplier as an independent BRAND AMBASSADOR to solicit orders for the Products in the Territory (as defined below); and

Whereas, Supplier wishes to engage BRAND AMBASSADOR as an independent BRAND AMBASSADOR to solicit orders for the Products in the Territory, subject to the terms and conditions of this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Appointment as BRAND AMBASSADOR.

   • Exclusive Appointment. Supplier hereby appoints BRAND AMBASSADOR, and BRAND AMBASSADOR accepts such appointment, to act as an exclusive independent BRAND AMBASSADOR of Products to Customers in the United States (Territory) during the Term. Supplier may in its sole discretion directly or through an unaffiliated third party sell the Products to any other customer or person. BRAND AMBASSADOR shall not endorse or promote a competing CBD product or brand during the Term(s) of this Agreement, including any renewals.

   • Status as Independent Contractor. BRAND AMBASSADOR is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, franchise, or fiduciary relationship between the Parties. Neither Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party or to bind the other Party to any obligation, contract, agreement, or undertaking with any Customer or other third party.

     • The operations of the BRAND AMBASSADOR are subject to the sole control of BRAND AMBASSADOR.

     • BRAND AMBASSADOR shall be solely responsible for any and all costs or expenses, including travel and administrative cost, that he or she may incur in the performance of the obligations hereunder, as well as any and all taxes and fees associated with doing business as an independent contractor.

2. General BRAND AMBASSADOR Obligations.

   • Market the Products. BRAND AMBASSADOR shall:

     • market, advertise, promote, and solicit the sale of the Products to prospective and existing Customers consistent with good business practice, in each case using its best efforts to maximize Product sales volume in the Territory;

     • abide by the BRAND AMBASSADOR Program Requirements identified in Schedule II;

     • observe all reasonable directions and instructions provided by Supplier in relation to the marketing, advertisement, and promotion of the Products;

     • market, advertise, promote, and solicit the sale of the Products and conduct business in a manner that reflects favorably at all times on the Products and the good name, goodwill, and reputation of Supplier;

     • promptly notify Supplier of, and provide, upon Supplier’s request, assistance to Supplier to address and investigate any complaint or adverse claim about any Product or its use of which BRAND AMBASSADOR becomes aware;

     • ensure that all Product samples are in good working condition for the purposes of conducting sales demonstrations to potential Customers.

   • Obtain Government Approval. BRAND AMBASSADOR shall at his or her own expense remain in good standing and maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations under this Agreement if required in the Ambassadors jurisdiction.

   • Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, BRAND AMBASSADOR shall not directly or indirectly:

     • make any representations, warranties, guarantees, indemnities, similar claims, or other commitments:

       • actually, apparently, or ostensibly on behalf of Supplier, or

       • to any Customer with respect to the Products, which representations, warranties, similar claims, or other commitments are additional to or inconsistent with any then-existing representations, warranties, similar claims, or other commitments in this Agreement or any online or written documentation made available from Supplier to Customer; an

     • make any health claims in conjunction with the marketing or sale of the Products;

     • engage in any unfair, anti-competitive, misleading, or deceptive practices respecting the Products, Supplier or any third party, including product disparagement and any trade libel of Supplier or any third party including any customer or competitor;

3. Supplier Obligations.

   • During the Term, Supplier shall:

     • provide BRAND AMBASSADOR with a unique landing page link that shall permit Supplier to keep record of sales by the BRAND AMBASSADOR;

     • in Supplier’s discretion, allow BRAND AMBASSADOR to participate in any marketing, advertising, promotion, and sales programs that Supplier may make generally available to its authorized BRAND AMBASSADORs of Products in the Territory, provided that Supplier shall have the right to alter or eliminate any such program at any time;

     • in Supplier’s discretion, provide to BRAND AMBASSADOR at no charge reasonable quantities and types of samples and prototypes that are not intended for resale; and

     • keep records of all completed sales of Products through BRAND AMBASSADOR hereunder and make available to the BRAND AMBASSADOR a monthly report (“Monthly Report”) indicating its total sales as to which BRAND AMBASSADOR has earned Commissions during the immediately preceding month including the amount of payments received by Supplier with respect to such sales for which BRAND AMBASSADOR has earned Commissions under Section 0 and 6.1(b).

4. Customer Orders.

   • Solicitation of Customer Purchase Orders. All purchase orders, including online sales, solicited by BRAND AMBASSADOR from Customers are subject to acceptance, rejection, or modification by Supplier. BRAND AMBASSADOR shall have no authority to enter into any contract for sale (Purchase Contract) on behalf of Supplier or to otherwise bind Supplier to sell or deliver any Products to any Customer.

   • Supplier’s Discretion to Accept or Reject Customer Purchase Orders. Supplier reserves the right, in its sole discretion, to:

     • accept, decline to accept, or negotiate directly with the Customer any modification to any purchase order for Products received from any party whether or not solicited by BRAND AMBASSADOR;

     • cancel, terminate, or negotiate directly with the Customer to modify any Purchase Contract previously accepted by Supplier; or

     • negotiate any terms and conditions of the Purchase Contract with Customer, including modifying Product features and quantities, and the purchase price, delivery, or payment terms.

BRAND AMBASSADOR acknowledges that Supplier’s exercise of discretion may result in no Commission earned, or a reduction, or delay in the payment of Commission earned, for BRAND AMBASSADOR under this Agreement.

• Availability of Products. Supplier may, in its sole discretion discontinue the sale of the Products without advance written Notice thereof; reduce or allocate its inventory of Products; and effect changes to any of the Products, packaging, labeling, or parts/accessories thereto.

5. Sponsorship

   • To act as a Sponsor, a Brand Ambassador must meet all requirements and accept all responsibilities as outlined in the Contract. A Sponsor may refer persons wishing to become a Brand Ambassador as Applicants to the Supplier. Only Applicants residing in The United States of America may be sponsored.

   • Once the Supplier accepts an Applicants Brand Ambassador Agreement, the new Brand Ambassador is placed in the Sponsors Downline Organization. Once placement has occurred a Brand Ambassador will remain in that position for the duration of this Contract or until such time the Sponsors Brand Ambassador contract ends, whichever occurs first.  Applicants are referred by the Brand Ambassador that this agreement is with. Applicants are tracked by referring the Applicant to the Suppliers website by way of the Brand Ambassadors unique URL and landing page, which then places the Applicant in the Sponsors Downline Organization once approved as a new Brand Ambassador.

6. Commission.

   • Commission Rate.

     • Subject to Section 2, BRAND AMBASSADOR shall earn a commission (“Commission”) for completed sales of Products in the Territory solicited by BRAND AMBASSADOR, subject to the terms of this Agreement, at the rate of twenty eight (28) percent of the Net Sales Price under the applicable Purchase Contract.

     • For any Brand Ambassador in the Sponsors downline, the Brand Ambassador shall earn a commission (“Commission”) for completed sales of Products in the Territory solicited by the sponsored BRAND AMBASSADOR, subject to the terms of this Agreement, at the rate of five (5) percent of the Net Sales Price under the applicable Purchase Contract.

   • Commission Payment Terms.

Commissions are earned by BRAND AMBASSADOR when Supplier actually receives unconditional payment from Customer under the corresponding Purchase Contract. All non-online Product orders must be received by the Supplier before 11:59 p.m. Central Standard Time on the last business day of the month to be included in that months Commission calculation. Online Product orders must be received by the Supplier before 11:59 p.m. Eastern Standard Time on the last day of the month to be included in that months Commission calculation.

• Supplier shall pay BRAND AMBASSADOR within thirty (30) days for Commission earned for the immediately preceding Monthly Period.

• Supplier shall make all Commission payments to BRAND AMBASSADOR by Interchecks which allows for direct deposit or a mailed check, emailed to the email address supplied by BRAND AMBASSADOR to Supplier.

• The BRAND AMBASSADOR will be required to fill out a W9 on the Interchecks website prior to any payments being issued.

Commissions are paid in the name of the Business Entity listed on the Ambassador Agreement. When no Business Entity is listed, Commissions are paid to the personal name of the first Person listed on the Ambassador Agreement.

• Disputes. BRAND AMBASSADOR shall notify Supplier in writing of any dispute regarding any Monthly Report within five (5) days from the BRAND AMBASSADOR’s receipt of such Monthly Report which will be made available on the last day of each month via the online portal. BRAND AMBASSADOR will be deemed to have accepted and agreed with all Monthly Reports for which Supplier does not receive timely notification of disputes. The Parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, BRAND AMBASSADOR shall continue performing its obligations under this Agreement during any such dispute.

7. Compliance with Laws. BRAND AMBASSADOR shall at all times comply with all Laws related to BRAND AMBASSADOR’s performance of this Contract, including Federal Trade Commission disclosure guidelines for sponsored or endorsed content.

8. Intellectual Property Rights.

   • Ownership. BRAND AMBASSADOR acknowledges and agrees that:

     • any and all Supplier’s Intellectual Property Rights are the sole and exclusive property of Supplier or its licensors;

     • BRAND AMBASSADOR shall not acquire any ownership interest in any of Supplier’s Intellectual Property Rights under this Agreement;

     • any goodwill derived from the use by BRAND AMBASSADOR of Supplier’s Intellectual Property Rights inures to the benefit of Supplier or its licensors, as the case may be;

     • if BRAND AMBASSADOR acquires any Intellectual Property Rights in or relating to any Product purchased under this Agreement (including any rights in any Trademarks, derivative works or patent improvements relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to Supplier or its licensors, as the case may be, without further action by either of the Parties; and

     • BRAND AMBASSADOR shall use Supplier’s Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of Supplier.

   • Supplier’s Trademark License Grant. Supplier grants to BRAND AMBASSADOR a non-exclusive, non-transferable, and non-sublicensable license to use Supplier’s trademarks, including logos, in the Territory during the Term solely on or in connection with the marketing, promotion, advertising, and sale of the Products. BRAND AMBASSADOR will promptly discontinue the display or use of any Trademark to change the manner in which a Trademark is displayed or used with regard to the Products when requested by Supplier.

   • Marketing and Resale Right Only. BRAND AMBASSADOR is authorized to market and promote the Products only in the form and packaging as authorized by Supplier to BRAND AMBASSADOR. Other than the express licenses granted by this Agreement, Supplier grants no right or license to BRAND AMBASSADOR by implication, estoppel, or otherwise to the Products or any of Supplier’s Intellectual Property Rights.

   • Marketing the Product and Opportunity

     • Use of Sales Tools. A Brand Ambassador may use only Sales Tools approved by the Supplier.

     • Approval of Sales Tools. A Brand Ambassador must submit all non-Supplier approved or provided Sales Tools to the Supplier Compliance Department for approval prior to use. The Supplier has complete discretion whether to approve or reject a proposed Sales Tool. The approval process generally requires a minimum of two (2) weeks to complete. To comply with changing laws and regulations, the Supplier may rescind its prior approval of a Sales Tools and may require the Brand Ambassador to remove from the market at its own cost and obligation a previously approved Sales Tool. If approved, the Supplier will issue to the Ambassador: A written authorization from the Supplier specifically stating that the Sales Tool may be distributed.

   • Prohibited Acts. BRAND AMBASSADOR shall not, and shall not cause or encourage Customers or followers to:

     • take any action that may interfere with any of Supplier’s rights in or to Supplier’s Intellectual Property Rights, including Supplier’s ownership or exercise thereof;

     • challenge any right, title, or interest of Supplier in or to Supplier’s Intellectual Property Rights;

     • make any claim or take any action adverse to Supplier’s ownership of Supplier’s Intellectual Property Rights;

     • register or apply for registrations, anywhere in the world, for Supplier’s Trademarks or any other Trademark that is similar to Supplier’s Trademarks or that incorporates Supplier’s Trademarks in whole or in confusingly similar part;

     • use any mark, anywhere, that is confusingly similar to Supplier’s Trademarks;

     • engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement (including Products) or any Supplier Trademark;

     • misappropriate any of Supplier’s Trademarks for use as a domain name without prior written consent from Supplier; or

     • alter, obscure, or remove any of Supplier’s Trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement (including Products), marketing materials, or other materials that Supplier may provide.

   • No Continuing Rights. On expiration or earlier termination of this Agreement, BRAND AMBASSADOR will immediately cease all display, advertising, promotion, and use of all of Supplier’s Trademarks and will not thereafter use, advertise, promote, or display any Trademark or any part thereof that is similar to or confusing with Supplier’s Trademarks or with any Trademark associated with Supplier or any Product.

9. Term; Termination.

   • Initial Term. The term of this Agreement commences on the Effective Date and continues for a period of six months, unless and until terminated as provided under this Agreement (the “Initial Term”).

   • Renewal Term. Upon expiration of the Initial Term, this Agreement automatically renews for additional successive six month terms unless and until either Party provides written Notice of non-renewal at least thirty (30) days prior to the end of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”), or unless and until sooner terminated as provided under this Agreement. If the Term is renewed for any Renewal Term(s) pursuant to this Section 2, the terms and conditions of this Agreement during each such Renewal Term are the same as the terms in effect immediately prior to such renewal. In the event either Party provides timely Notice of its intent not to renew this Agreement, then, unless earlier terminated in accordance with its terms, this Agreement terminates on the expiration of the Initial Term or then-current Renewal Term, as applicable.

   • Supplier’s Right to Terminate. Supplier may terminate this Agreement by providing written Notice to BRAND AMBASSADOR:

     • for any reason or no reason, which termination shall become effective no less than thirty (30) days after delivery of the written Notice;

     • if BRAND AMBASSADOR breaches any provision of this Agreement, and either the breach cannot be cured or, if the breach can be cured, it is not cured by BRAND AMBASSADOR within ten (10) days after BRAND AMBASSADOR’s receipt of written Notice of such breach; or

     • if BRAND AMBASSADOR fails to observe or perform any term, covenant, or condition on BRAND AMBASSADOR’s part to be observed or performed under any agreement with Supplier, other than this Agreement, and such default continues beyond any grace period set forth in such other agreement for the remedying of such default;

Any termination under this Section 9.3 will be effective on the BRAND AMBASSADOR’s receipt of the Supplier’s written Notice of termination or such later date (if any) set forth in such Notice.

• Effect of Expiration or Termination.

  • Upon the expiration or earlier termination of this Agreement, BRAND AMBASSADOR shall promptly:

    • cease to represent itself as Supplier’s authorized BRAND AMBASSADOR with respect to the Products, and shall otherwise desist from all conduct or representations that might lead the public to believe that BRAND AMBASSADOR is authorized by Supplier to market, promote or solicit sales of the Products;

    • return to Supplier or destroy, upon Suppliers request all documents and tangible materials (and any copies) containing, reflecting, incorporating, or based on Supplier’s Confidential Information;

    • permanently erase all of Supplier’s Confidential Information from its computer systems; and

    • certify in writing to Supplier that it has complied with the requirements of this clause.

10. Confidentiality.

    • Scope of Confidential Information. From time to time during the Term, Supplier (as the “Disclosing Party“) may disclose or make available to BRAND AMBASSADOR (as the “Receiving Party“) information about its business affairs, goods and services, forecasts, confidential information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of this Agreement, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information“). Confidential Information does not include information that, at the time of disclosure and as established by documentary evidence:

      • is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 1 by the Receiving Party or any of its Representatives;

      • is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information;

      • was known by or in the possession of the Receiving Party or its Representatives prior to being disclosed by or on behalf of the Disclosing Party;

      • was or is independently developed by the Receiving Party without reference to or use of, in whole or in part, any of the Disclosing Party’s Confidential Information; or

      • is required to be disclosed pursuant to applicable Law.

    • Protection of Confidential Information. The Receiving Party shall, for two (2) years from receipt and/or disclosure of such Confidential Information:

      • protect and safeguard the confidentiality of the Disclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care;

      • not use the Disclosing Party’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and

      • not disclose any such Confidential Information to any Person, except to the Receiving Party’s Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under this Agreement.

11. Representations and Warranties.

    • BRAND AMBASSADOR’s Representations and Warranties. BRAND AMBASSADOR represents and warrants to Supplier that he or she:

      • is qualified and licensed to do business and in good standing in every jurisdiction where such qualification and licensing is required for purposes of this Agreement;

      • has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform the obligations under this Agreement; and

      • will not breach or in any other way violate any other agreement, understanding, or duty of BRAND AMBASSADOR to any other person through performance of this Agreement

    • Supplier’s Representations and Warranties. Supplier represents and warrants to BRAND AMBASSADOR that:

      • it is corporation, duly organized, validly existing, and in good standing in the state of Texas;

      • it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted under this Agreement and to perform its obligations under this Agreement; and

      • the execution and performance of this Agreement by Supplier will not breach or in any other way violate any other agreement, understanding, or duty of Supplier to any other person;

12. Indemnification.

    • Indemnification. Subject to the terms and conditions set forth in this Section, BRAND AMBASSADOR (as “Indemnifying Party“) shall indemnify, hold harmless, and defend Supplier and its officers, directors, managers, shareholders, members, partners, employees, agents, successors, and permitted assigns (collectively, “Indemnified Party“) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, fees and the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party in a final judgment (collectively, “Losses“), relating to, arising out of or resulting from any third-party Claim alleging:

      • material breach or non-fulfillment of any representation, warranty, or covenant of this Agreement by Indemnifying Party;

      • any negligent or more culpable act or omission of Indemnifying Party in connection with the performance of its obligations under this Agreement; or

      • any bodily injury, death of any Person or damage to real or tangible personal property caused by the negligent acts or omissions of Indemnifying Party

13. Limitation of Liability.

    • NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT SHALL SUPPLIEROR ITS REPRESENTATIVES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT SUPPLIERWAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

14. Miscellaneous.

    • Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

    • Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement must be in writing and addressed to the other Party at its address set forth below. Unless otherwise agreed herein, all notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail. Except as otherwise provided in this Agreement, a notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

Notice to Supplier:

One CBD, Inc.

13901 Midway Road

Suite 102-321

Dallas, Texas 75244

Attention: Ty Burgess, CEO

cc: ambassadorsupport@onecbd.com

Notice to Ambassador:

NAME, ADDRESS AND CELL # LISTED ON YOUR BRAND AMBASSADOR APPLICATION

• Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

• Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.

• Amendment and Modification. No amendment to or modification of or rescission, termination or discharge of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

• Waiver.

  • No waiver under this Agreement is effective unless it is in writing [identified as a waiver to this Agreement] and signed by [an authorized Representative of] the Party waiving its right.

  • Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion.

  • None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or condition arising from this Agreement:

    • any failure or delay in exercising any right, remedy, power, or privilege or in enforcing any condition under this Agreement; or

    • any act, omission, or course of dealing between the Parties.

  • Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

  • Assignment. BRAND AMBASSADOR may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Supplier. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating Party of any of its obligations under this Agreement. Supplier may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of Supplier’s assets.

  • Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

  • Choice of Law. This Agreement, including all exhibits, schedules, attachments and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Texas.

  • Mediation Required. Before institution of any action, litigation, or proceeding of any kind whatsoever against a Party, the Parties shall first submit any dispute to mediation by a jointly selected mediator with experience relevant to issues involved in the dispute. The Parties shall be entitled to thirty (30) day notice prior to Mediation. Each Party shall bear its own fees for Mediation.

  • Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than Northern District of Texas, Dallas, Division, or, if such court does not have subject matter jurisdiction, the courts of the State of Texas sitting in Dallas County, and any appellate court from any thereof. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

  • Attorneys Fees, Costs, Expenses. If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys fees and any court, arbitration, mediation (excluding fees incurred pursuant to Section 14.11 Mediation), or other litigation costs and expenses from the other Party.

  • Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

  • Force Majeure. No Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party’s reasonable control, including, without limitation: (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) Law; (e) actions, embargoes, or blockades in effect on or after the date of this Agreement; (f) action by any Governmental Authority; (g) national or regional emergency; (h) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (i) shortage of adequate power or transportation facilities (each a “Force Majeure Event“).

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

One CBD, Inc.

By: Ty Burgess, CEO

Brand Ambassador:

By submitting the Brand Ambassador Application, you hereby agree to the above terms.

Schedule I

PRODUCT LIST

In order to respond to market conditions, from time-to-time products may be added or removed and prices may also be increased or decreased without notice. 

Schedule II

BRAND AMBASSADOR PROGRAM REQUIREMENTS

In order to earn commissions, all Brand Ambassadors must be Qualified Brand Ambassadors as defined below:

• Must make at least 4 social media posts, stories, or blogs entries per month to include links to your personal One CBD landing page and share information about One CBD products.

Supplier has the right to repost and recirculate content that is generated by the BRAND AMBASSADOR and will have the right to use this content as the supplier sees fit.  This agreement constitutes as written permission by the Brand Ambassador for the Supplier to use Brand Ambassador generated content as the Supplier sees fit for marketing and advertising purposes and to help support the Brand Ambassadors sales efforts.

The Brand Ambassador consents to receiving electronic communication from the Supplier via the form of email, text message, etc., to include tips, education, brand assets, etc. Message and data rates may apply for text messages.

Negative Statements. A Brand Ambassador will make no disparaging, misleading, inaccurate, or unfair statements, representations, claims, or comparisons regarding:

1. The Supplier, its Products, its commercial activities, or its Ambassadors; or

2. Other companies, including competitors, their services, products or commercial activities.

Unethical Activity. A Brand Ambassador must always be ethical and professional when conducting Brand Ambassador Business. A Brand Ambassador will not, nor will the Ambassador permit a Sponsored Ambassador in his or her Downline Organization to engage in unethical activity. Examples of unethical activities include, but are not limited to, the following: 1. Causing Product sales in Retail Establishments or on Unauthorized Websites;

2. Use of another Ambassador or Customers credit card without express written permission;

3. Unauthorized use of any Supplier Confidential Information;

4. Making unapproved claims about the Product;

5. Making income claims about the Brand Ambassador Business

6. Making false statements or misrepresentation of any kind, including but not limited to: untruthful or misleading representations or sales offers relating to the quality, availability, grade, price, terms of payment, refund rights, guarantees, or performance of Products;

7. Personal conduct that discredits the Supplier and/or its Ambassador;

8. Violating the laws and regulations pertaining to the Brand Ambassador Business;

9. Violating the Code of Ethics

The BRAND AMBASSADOR agrees to review the information at the below links and understands the rules surrounding the Federal Trade Commission (FTC) requirements referenced via the below links. The Brand Ambassador agrees to abide by these requirements:

Disclosures 101 for Social Media Influencers Guide from the Federal Trade Commission

https://www.ftc.gov/tips-advice/business-center/guidance/disclosures-101-social-media-influencers

FTC Releases Advertising Disclosures Guidance for Online Influencers:

https://www.ftc.gov/news-events/press-releases/2019/11/ftc-releases-advertising-disclosures-guidance-online-BRAND AMBASSADORs

Guides Concerning the Use of Endorsements and Testimonials in Advertising:

https://www.ftc.gov/sites/default/files/attachments/press-releases/ftc-publishes-final-guides-governing-endorsements-testimonials/091005revisedendorsementguides.pdf

The BRAND AMBASSADOR agrees to review the below information understands the rules surrounding the Food and Drug Administration (FDA) requirements referenced below surrounding the promotion, advertising and selling of CBD and THC.  The Brand Ambassador agrees to abide by these requirements:

Health Claims: The Food and Drug Administration (FDA) currently classifies both cannabidiol (CBD) and tetrahydrocannabinol (THC) as drugs. Under the federal Food and Drug Cosmetics Act, a “drug” is a defined term and includes “articles intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease in man or other animals…”

For non-drug articles, including our products, you may not make any claims that a product containing CBD and/or THC may be used to diagnose, cure, mitigate, treat, or prevent a disease. The FDA has sent warning letters to companies that it has found making these types of claims.

Examples of Impermissible Claims: CBD may reduce symptoms of schizophrenia . . .studies show CBD is a natural anti-inflammatory with great potential towards issues including anti-anxiety, anti-pain, anti-psychosis, anti-spasm, and more.”

SUPPLEMENTS:  Despite the 2018 Farm Bill, the FDA still does not currently classify CBD as a supplement under the Food Drug and Cosmetics Act. You must not represent that our products are supplements to anyone, either in writing or orally.

The FDA is currently working on pathways that may permit CBD/THC to be added to food, beverages, and cosmetics and/or to be sold as a dietary supplement. Until that work is complete, you must not make any claims, either in writing or orally, that our products are supplements or that they may treat, prevent, cure, mitigate, or diagnose a disease.

CODE OF ETHICS

One CBD, Inc. and its affiliated and subsidiary entities (from time to time hereinafter referred to collectively as the Supplier or One CBD), has made a commitment to provide products and services of the finest quality backed with impeccable service. In turn, the Supplier expects its Brand Ambassadors to reflect that image in their relationships with Consumers and other Brand Ambassadors. As a Brand Ambassador for One CBD, you are generally free to operate your business as you see fit, but it is to our mutual, long-term advantage if you accord to the highest standards of integrity and fair practice in your role as a Brand Ambassador.

The Code of Ethics, therefore, states:

As a One CBD Brand Ambassador:

• I will to the best of my ability continually improve the health, wellbeing and prosperity of myself and my One CBD family.

• I will conduct my business in an honest, ethical manner always.

• I will make no representations (claims) regarding benefits associated with Supplier products or services other than those contained in officially approved corporate literature and videos.

• I will refrain from making false financial claims and exaggerating my personal income.

• I will not abuse the goodwill of my association with the Supplier to further or promote other business interests (particularly those which may be competitive to the Supplier).

• I will not make disparaging remarks about the Supplier, its products, officers, members, managing members, employees and Brand Ambassadors. As well as, other products, services, or companies; likewise, I will not willfully denigrate the activities or personalities of fellow Brand Ambassadors.

• I will refrain from posting content to social media that me be damaging to the suppliers brand such as blatantly partisan views, discriminatory, racist, offensive, obscene, inflammatory, unlawful or otherwise objectionable statements, language or content.

• Any violation of the above Code of Ethics may be subject to disciplinary action up to and including termination of the Brand Ambassador Agreement.