WIRELESS WORLD Influencer Agreement
US Terms and Conditions (Effective July 04, 2019)
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
DISPUTE RESOLUTION AND ARBITRATION TERMS ARE SET OUT IN SECTION 22 BELOW (the ?DISPUTE RESOLUTION PROVISIONS?). PLEASE READ THE DISPUTE RESOLUTION PROVISIONS CAREFULLY.
I, the undersigned, acknowledge and agree that I have read and
understand the ONE WIRELESS WORLD Influencer Agreement, which is
comprised of these US Terms and Conditions, the ONE WIRELESS WORLD
Policies & Procedures (including all supplements thereto), and
the ONE WIRELESS WORLD Compensation Plan (collectively, the
?INFLUENCER Agreement? or the ?Agreement?). By submitting my
INFLUENCER application and signing below, I agree that I want to
become an ONE WIRELESS WORLD Independent Business Owner
(?INFLUENCER?) so that I can market goods and services offered by or
through ONE WIRELESS WORLD (as used in these US Terms and Conditions,
the ?ONE WIRELESS WORLD Products?) and participate in the ONE
WIRELESS WORLD Compensation Plan (as more specifically described in
the INFLUENCER Agreement), and I further agree that I accept, will
comply with, and be bound by, the terms and conditions contained in
the INFLUENCER Agreement.
2. I acknowledge and agree that the INFLUENCER Agreement will become a binding agreement upon myself and ONE WIRELESS WORLD Opportunity, Inc, a Idaho Corporation company (?ONE WIRELESS WORLD?), only upon acceptance by ONE WIRELESS WORLD of my completed INFLUENCER application, and that ONE WIRELESS WORLD will notify me of such acceptance via email to the email address I submit with my application. I understand that ONE WIRELESS WORLD has the right to accept or reject my INFLUENCER application in its sole discretion. For purposes of the INFLUENCER Agreement, ONE WIRELESS WORLD and its parents, subsidiaries and affiliates may be referred to collectively as the ?ONE WIRELESS WORLD Companies? or each individually as an ?ONE WIRELESS WORLD Company?. Capitalized terms used but not defined in these US Terms and Conditions shall have the meanings prescribed to such terms in the Glossary section of the ONE WIRELESS WORLD Policies & Procedures.
3. I understand that there is no requirement to become an INFLUENCER beyond my entering into the INFLUENCER Agreement, the initial Start Up Fee and paying the monthly hosting dues . No other purchase of sales aids, training materials, ONE WIRELESS WORLD Products, ONE WIRELESS WORLD Business Tools (as hereinafter defined) or other services is required to become an INFLUENCER and any such purchase by me is strictly voluntary. I understand that earnings as an INFLUENCER, including commissions, bonuses or other compensation earned pursuant to the ONE WIRELESS WORLD Compensation Plan (collectively, ?Compensation?) and advancement to higher qualification levels thereunder are based solely upon the successful sale of ONE WIRELESS WORLD Products to customers, and those customers usage of and payment for such ONE WIRELESS WORLD Products, and that I am not personally obligated to purchase any ONE WIRELESS WORLD Products.
4. I understand that no Compensation is earned for the promotion of the ONE WIRELESS WORLD Opportunity or the sponsorship of new INFLUENCERs. If I choose to sponsor others to become INFLUENCERs and participate in the ONE WIRELESS WORLD Compensation Plan, I will not receive any Compensation whatsoever for the act of sponsoring or recruiting such INFLUENCERs; rather, I will be compensated based upon the activities of other INFLUENCERs only to the extent of such INFLUENCERs? sales of ONE WIRELESS WORLD Products to customers, and those customers? payment for such ONE WIRELESS WORLD Products.
5. I hereby represent that the information submitted with my INFLUENCER application is complete, true and correct, and that (i) my primary residence is in the United States, (ii) I am of legal age in my state of residence to enter into legally binding agreements, and (iii) I have legal authority to conduct business and earn income in the United States. I agree to promptly notify ONE WIRELESS WORLD of any changes to the information submitted by me. If I am entering into this Agreement on behalf of a corporation, limited liability company, partnership, trust or other entity, I represent that I have the authority to enter into such agreements for the entity, but I nonetheless agree that in addition to such entity, I will be personally responsible for the performance of all the duties and obligations described in this Agreement.
6. This Agreement shall become effective upon the acceptance hereof by ONE WIRELESS WORLD and shall continue for an initial term of one (1) year unless sooner terminated as permitted under this Agreement. Upon the expiration of the initial term, my relationship with ONE WIRELESS WORLD may be extended for additional one-year periods (each, a ?Renewal Term?) by my (i) entering into the then-current Independent Business Owner Renewal Agreement located in the INFLUENCER Back Office and on the ONE WIRELESS WORLD Compass App, (ii) payment of ONE WIRELESS WORLD?s annual Renewal Fee on or before each Renewal Date or prior to the expiration of any grace period permitted by ONE WIRELESS WORLD as provided for in the ONE WIRELESS WORLD Policies & Procedures, and (iii) compliance with all other relevant terms of the ONE WIRELESS WORLD Policies & Procedures related to my renewal. I acknowledge and understand that my payment of the Start Up Fee and Renewal Fee(s) (if applicable) are in consideration of a variety of services provided by ONE WIRELESS WORLD including, but not limited to, training materials and back-office support. I further acknowledge that the Renewal Fee is less than the Start Up Fee, and that I receive additional, valuable consideration under the ONE WIRELESS WORLD Compensation Plan for my agreement to renew my INFLUENCER Agreement and accept any changes thereto. I acknowledge and understand that ONE WIRELESS WORLD may from time to time modify the Renewal Fee upon written notice to me delivered via email and such modified Renewal Fee will apply immediately and will be due on my next Renewal Date. I understand that if I do not annually renew my relationship with ONE WIRELESS WORLD within the periods specified in the ONE WIRELESS WORLD Policies & Procedures, my INFLUENCER position will be deactivated, this Agreement will terminate, and I will forfeit all rights under this Agreement, including without limitation the right to receive future Compensation. Notwithstanding the foregoing, the provisions of this Agreement which by their nature are intended to survive termination of this Agreement shall so survive, including without limitation the Dispute Resolution Provisions (as hereinafter defined), all restrictive covenants, and all provisions related to indemnification, confidentiality, data protection, and the Account Maintenance Fee (as hereinafter defined).
7. I agree to timely pay for any products, materials, services, ONE WIRELESS WORLD Business Tools or other items that I choose to purchase from any ONE WIRELESS WORLD Company.
8. I agree that, as an INFLUENCER, I am an independent contractor for all purposes under applicable federal, state, and local statutes, rules, regulations, directives, ordinances, guidance and other laws (collectively, ?Applicable Law?), including without limitation the Internal Revenue Code, and all state tax and employment-related laws and regulations. As an independent contractor, I am not an employee, partner, agent, franchisee, or legal representative of any ONE WIRELESS WORLD Company or of any carrier, supplier, service provider or other party with whom any ONE WIRELESS WORLD Company transacts or contracts business (all such parties other than INFLUENCERs are referred to collectively herein as ?ONE WIRELESS WORLD Providers?), and I am prohibited from presenting or holding myself out as such. I understand that, as an INFLUENCER, I am responsible for my own business and I am free to select my own means, methods and manner of operation, and free to choose the hours and location of my activities performed as an INFLUENCER, subject to the terms and conditions of this Agreement and Applicable Law. If I employ individuals to perform services for my independent business, I understand that I am responsible for their acts and omissions and for ensuring their compliance with this Agreement and Applicable Law. I understand that I am solely responsible for remitting any taxes, making any reports, and obtaining any licenses, permits, authorizations or insurance required to conduct my business in compliance with this Agreement and Applicable Law. I shall have no power or authority to bind any ONE WIRELESS WORLD Company or ONE WIRELESS WORLD Provider in any way, directly or indirectly, and I will not take any action inconsistent with this limit of authority. I acknowledge that as an independent contractor I am not entitled to holidays, vacations, disability, insurance, pensions or retirement plans, or any other benefits offered or provided by any ONE WIRELESS WORLD Company to its employees. I acknowledge and agree that I will not be treated as, nor represent myself or anyone I engage in my independent business, as an employee of any ONE WIRELESS WORLD Company or ONE WIRELESS WORLD Provider for any purpose, including for purposes arising under Applicable Law.
9. I acknowledge and understand that I may terminate this Agreement for any reason, at any time, by giving ONE WIRELESS WORLD written notice at its address of record as more fully described in the ONE WIRELESS WORLD Policies & Procedures. I further acknowledge and understand that ONE WIRELESS WORLD may terminate this Agreement pursuant to the ONE WIRELESS WORLD Policies & Procedures or by giving written notice to me in the event that I breach any part of this Agreement.
10. I acknowledge that, as an INFLUENCER, I am not guaranteed any income, nor am I assured any profits or success, and I certify that no claims of guaranteed profits or representations of expected earnings that might result from my efforts as an INFLUENCER have been made to me by any ONE WIRELESS WORLD Company or any other INFLUENCER. Similarly, I shall not represent, directly or indirectly, that any person may, can, or will earn any stated amount or that any INFLUENCER is guaranteed any level of success.
11. I understand that the ONE WIRELESS WORLD Products are offered in different markets on terms and at rates determined by the ONE WIRELESS WORLD Companies or the ONE WIRELESS WORLD Providers, and that the markets where the ONE WIRELESS WORLD Products are offered and the terms, conditions or prices applicable thereto may change from time to time without notice.
12. I understand that ONE WIRELESS WORLD may charge a fee to process all Compensation. In addition, I acknowledge and agree that any payments issued to me by ONE WIRELESS WORLD that remain unclaimed for six (6) months after the issuance date (?Unclaimed Funds?) shall be held by ONE WIRELESS WORLD in an account, and that ONE WIRELESS WORLD will assess an account maintenance fee of $10 per month (the ?Account Maintenance Fee?) until such time as I have claimed all such Unclaimed Funds held by ONE WIRELESS WORLD. I acknowledge and understand that ONE WIRELESS WORLD shall deduct the Account Maintenance Fee monthly from the Unclaimed Funds and if there are insufficient Unclaimed Funds held by ONE WIRELESS WORLD from which to deduct the Account Maintenance Fee when due, and I do not otherwise pay the Account Maintenance Fee, then the Account Maintenance Fee shall be prorated to reflect the amount of Unclaimed Funds then remaining, and the account shall remain open for an equally prorated amount of time. When no Unclaimed Funds are owed to me by ONE WIRELESS WORLD, the account shall be closed. I further acknowledge that any Unclaimed Funds may be subject to applicable escheat laws that may require ONE WIRELESS WORLD to deliver all or some portion of Unclaimed Funds to the applicable state or its government authorities.
13. I agree to keep accurate records regarding my activities as an INFLUENCER and, in the process of marketing and promoting the ONE WIRELESS WORLD Products, I will act in a manner consistent with the ONE WIRELESS WORLD Policies & Procedures. I further agree that I shall not engage in or perform any misleading, deceptive or unethical practices, or make any false or misleading statements, regarding the ONE WIRELESS WORLD Products, the ONE WIRELESS WORLD Companies, or the various relationships between the ONE WIRELESS WORLD Companies, the ONE WIRELESS WORLD Providers, and INFLUENCERs.
14. I agree to abide by Applicable Law governing the marketing, sale or solicitation of the ONE WIRELESS WORLD Products, including without limitation all applicable anti-spam legislation, and I understand that I will be personally liable for any fines or other expenses incurred by any ONE WIRELESS WORLD Company or ONE WIRELESS WORLD Provider as a result of my failure to do so. I represent and warrant that I shall not engage in the slamming of a customer.
15. I understand that during any ONE WIRELESS WORLD investigation into a potential violation of this Agreement, my INFLUENCER position status may be suspended and any Compensation which may be otherwise owing to me may be held by ONE WIRELESS WORLD until final resolution has been achieved. I acknowledge that in the event ONE WIRELESS WORLD determines that I have violated this Agreement, then ONE WIRELESS WORLD may, at its option, terminate this Agreement and deactivate my INFLUENCER position, in which event I will not be entitled to any Compensation of any kind.
16. ONE WIRELESS WORLD may periodically make available various training and marketing materials, applications, technology, reports, or other physical or virtual items for use in connection with my INFLUENCER position (collectively, ?ONE WIRELESS WORLD Business Tools?). I acknowledge and understand that I am under no obligation to purchase any ONE WIRELESS WORLD Business Tools, or any other materials or services, at any time, but that I will have the option to purchase any materials or services which I may choose. If I do elect to purchase from ONE WIRELESS WORLD any ONE WIRELESS WORLD Business Tools or other ONE WIRELESS WORLD-produced materials (excluding any ONE WIRELESS WORLD Products purchased by me as a customer rather than in my capacity as an INFLUENCER), then I may return any unused, unopened and then-currently marketable items for up to one (1) year from the date of purchase and, if so returned, I will receive a refund equal to ninety percent (90%) of the purchase price of such items. I understand that I will be responsible for the cost of shipping any such items to ONE WIRELESS WORLD. In the event I elect to purchase any ONE WIRELESS WORLD Products as a customer, rather than in my capacity as an INFLUENCER, the terms and conditions applicable to the relevant ONE WIRELESS WORLD Products will govern my purchase and use thereof.
17. I agree that, as an INFLUENCER, I shall place primary emphasis upon the sale of ONE WIRELESS WORLD Products to customers, and I acknowledge that I have the right to refer as many personal customers as I wish. I understand that during the term of this Agreement I will be eligible to earn Compensation from my personal customers’ payments for ONE WIRELESS WORLD Products, and from payments for ONE WIRELESS WORLD Products made by the personal customers of INFLUENCERs in my network of INFLUENCERs, or Downline, subject to and in accordance with the then-current ONE WIRELESS WORLD Compensation Plan. I acknowledge and understand that ONE WIRELESS WORLD reserves the right to vary or change the terms and conditions of the ONE WIRELESS WORLD Compensation Plan at any time, including without limitation those terms and conditions related to eligibility, provided that ONE WIRELESS WORLD will give me notice of such changes in accordance with the terms and conditions of this Agreement. I further acknowledge and understand that ONE WIRELESS WORLD may also from time to time make available to me certain incentives outside of the ONE WIRELESS WORLD Compensation Plan in connection with certain ONE WIRELESS WORLD Product offerings (e.g. promotional incentives), and that such incentives may be subject to separate terms and conditions. I further understand that maintenance of my position as a current INFLUENCER until the time of payment of Compensation is a condition for earning and receiving such Compensation, and I will not be eligible to receive payment of any Compensation following the termination or expiration of this Agreement.
18. I agree to indemnify, defend and hold the ONE WIRELESS WORLD Companies, the ONE WIRELESS WORLD Providers, and each of their respective shareholders, directors, officers and employees harmless from and against any and all claims, damages, costs and expenses, including without limitation any attorneys? fees and court costs, arising out of or in connection with my actions or omissions in the performance under this Agreement. I understand and agree that the indemnity set forth in this Section 18 is in addition to, and not to the exclusion of, my indemnification obligations contained in the ONE WIRELESS WORLD Policies & Procedures.
19. I represent and warrant that I will comply with all terms and conditions contained in the INFLUENCER Agreement relating to the protection of Confidential Information, Personal Data, and related proprietary or confidential information, including without limitation the provisions contained in the ONE WIRELESS WORLD Policies & Procedures. I agree that all provisions contained in the INFLUENCER Agreement related to the protection and disclosure of Confidential Information and Personal Data shall survive the expiration or termination of the INFLUENCER Agreement.
20. IN NO EVENT WILL ANY ONE WIRELESS WORLD COMPANY OR ANY ONE WIRELESS WORLD PROVIDER BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH ANY CAUSE, INCLUDING BUT NOT LIMITED TO ANY BREACH OF WARRANTY OR ANY DELAY, ACTION, ERROR OR OMISSION OF ANY ONE WIRELESS WORLD COMPANY OR ONE WIRELESS WORLD PROVIDER, OR THE DELIVERY, NONDELIVERY, DISCONTINUATION, OR MODIFICATION OF ANY PRODUCT OR SERVICE BY ANY ONE WIRELESS WORLD COMPANY OR ONE WIRELESS WORLD PROVIDER, EVEN IF THE RELEVANT ONE WIRELESS WORLD COMPANY OR ONE WIRELESS WORLD PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21. OTHER THAN THE RETURN RIGHTS DESCRIBED IN THIS AGREEMENT, THE ONE WIRELESS WORLD COMPANIES AND THE ONE WIRELESS WORLD PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTIES WHATSOEVER. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY ONE WIRELESS WORLD COMPANY OR ONE WIRELESS WORLD PROVIDER, OR ANY OF THEIR RESPECTIVE AGENTS OR EMPLOYEES, OR ANY INFLUENCER, WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE LIMITED WARRANTY PROVIDED FOR HEREIN.
22. DISPUTE RESOLUTION
PLEASE READ THIS SECTION OF THE INFLUENCER AGREEMENT CAREFULLY, AS IT PROVIDES FOR THE RESOLUTION OF MOST DISPUTES THROUGH BINDING ARBITRATION AND INCLUDES CERTAIN WAIVERS, INCLUDING CLASS ACTION, CLASS ARBITRATION AND JURY TRIAL WAIVERS.
Dispute Resolution Generally. ONE WIRELESS WORLD urges INFLUENCERs to
resolve disputes involving other INFLUENCERs amicably and
professionally. ONE WIRELESS WORLD may in its sole discretion agree
to mediate and resolve any inter-INFLUENCER dispute, provided that
the impacted INFLUENCERs agree that ONE WIRELESS WORLD?s findings and
decision are binding. ONE WIRELESS WORLD will generally not mediate
disputes between Individuals involved in the same INFLUENCER position
(for example, between Spouses or Participating Parties of a PBE). If
an INFLUENCER is dissatisfied with ONE WIRELESS WORLD in any way, or
has a dispute with ONE WIRELESS WORLD as to their rights and
obligations under the INFLUENCER Agreement, the INFLUENCER should
contact ONE WIRELESS WORLD by writing or calling INFLUENCER Services
so that ONE WIRELESS WORLD may attempt to resolve the issue. If an
INFLUENCER is unable to resolve the issue after cooperating in good
faith with INFLUENCER Services, the dispute shall be resolved as set
forth below in this Section 22.
If either (i) any ONE WIRELESS WORLD Company, or any of their
respective owners, officers, directors, employees, contractors,
consultants, representatives or agents (individually or collectively
referred to as ?ONE WIRELESS WORLD? for purposes of the Dispute
Resolution Provisions) or (ii) an INFLUENCER has any legal claim or
dispute against the other, including, but not limited to, those
arising from or in connection with, or otherwise relating to, the
INFLUENCER Agreement or the termination hereof, the INFLUENCER?s
position, services, my registration for or participation in any
Event, or the ONE WIRELESS WORLD Products (each, a ?Dispute?), the
party initiating the Dispute must first try to contact the other to
resolve the Dispute informally in good faith. ONE WIRELESS WORLD must
contact the INFLUENCER at the contact number ONE WIRELESS WORLD has
on file for the INFLUENCER or write the INFLUENCER at the
INFLUENCER’s physical or email address listed on the INFLUENCER?s
position with ONE WIRELESS WORLD. The INFLUENCER must write to ONE
WIRELESS WORLD at Attn: Business Ethics, 8620 W. Emerald St Ste #100
Boise, ID 83704, or by email at email@example.com
b. All Disputes (in any case, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory), to the extent not prohibited by Applicable Law, shall be resolved by final and binding arbitration, pursuant to the Commercial Arbitration Rules (?AAA Rules?) of the American Arbitration Association (?AAA?) (available at the following address:https://www.adr.org/sites/default/files/Commercial%20Rules.pdf) or other applicable AAA rules, as in effect at the time of the arbitration, and as modified herein. The INFLUENCER may contact the AAA in writing at one of its locations (e.g., 8620 W. Emerald St., Suite 100, Boise, ID 83704). The INFLUENCER may also obtain additional information about the AAA and its procedures from the AAA?s website, at www.adr.org. Notwithstanding the foregoing in this subsection 22(B)(b), (i) either the INFLUENCER or ONE WIRELESS WORLD may bring an individual action against the other party in small claims court (or comparable court of competent jurisdiction) so long as the only parties to that action are the INFLUENCER and ONE WIRELESS WORLD and the total value of the claims made in the action is less than the claim limit applicable in the jurisdiction in which the claim is filed, and (ii) nothing herein shall prevent ONE WIRELESS WORLD from enforcing the INFLUENCER Agreement, including without limitation taking corrective or remedial action such as deactivation of the INFLUENCER?s position, for an INFLUENCER?s violation of the INFLUENCER Agreement (including without limitation the Policies & Procedures). Following the contact required in subsection 22(B)(a) above and prior to commencing an arbitration proceeding with the AAA, a party seeking to arbitrate any Dispute must send to the other party, via certified mail, a written Notice of Dispute (?Notice?). The Notice to the INFLUENCER must be sent by ONE WIRELESS WORLD to the INFLUENCER?s address on file with ONE WIRELESS WORLD. The Notice to ONE WIRELESS WORLD must be addressed to: ONE WIRELESS WORLD INFLUENCER Services, 8620 W. Emerald St. Ste # 100 Boise, ID 83704. The Notice must describe (a) the nature and basis of the claim or Dispute; and (b) the specific relief sought. The INFLUENCER and ONE WIRELESS WORLD each expressly agree to attempt to resolve any Dispute by first sending the Notice to the other party prior to initiating or commencing an arbitration proceeding with the AAA.
c. If a Dispute is not satisfactorily resolved within sixty (60) days after the Notice is sent, either party may then commence an arbitration proceeding with the AAA.
d. If the amount involved in the Dispute is less than $20,000, the arbitration will be conducted, at the INFLUENCER?s election, (i) in person in the jurisdiction of the last address of the INFLUENCER on file with ONE WIRELESS WORLD, or (ii) by telephonic hearing. If the amount in Dispute is $20,000 or more, the arbitration will be conducted in Charlotte, North Carolina (unless prohibited by Applicable Law, in which case the arbitration will be conducted in person in the jurisdiction of the last address of the INFLUENCER on file with ONE WIRELESS WORLD). Each of the INFLUENCER and ONE WIRELESS WORLD has the right to be represented by an attorney in any arbitration.
e. The number of arbitrators shall be mutually agreed upon by the parties; provided, however, that in event the parties cannot agree on the number of arbitrators, the AAA Rules will control. In all cases, the award of the arbitrator(s) shall be accompanied by a reasoned opinion. Punitive or exemplary damages shall be allowed only to the extent the remedy is expressly available under Applicable Law. Discovery shall consist of interrogatories, document requests, and no more than five depositions of seven hours or less each, per side; provided, however, that the arbitrator(s) may award additional discovery upon motion by either party and a showing of need and/or the inability to pursue or defend claims absent additional discovery.
f. The party initiating the arbitration must pay the applicable AAA filing fee when submitting its written request for arbitration to the AAA. Unless otherwise provided for in the AAA Rules, all other administrative fees and expenses of arbitration, including the fees and expenses of the arbitrator, will be divided equally between the parties.
g. Unless applicable substantive law provides otherwise, each party will pay its own expenses to participate in the arbitration, including attorneys? fees and expenses for witnesses, document production, and evidence presentation. The arbitrator(s) shall have the authority to award the same damages and other relief that would have been available to the parties as individual claimants in court.
h. Any award may be confirmed and enforced in any court of competent jurisdiction. The arbitration will be confidential, and neither the INFLUENCER nor ONE WIRELESS WORLD may disclose the existence, content, or results of the arbitration, except as necessary to conduct the proceedings, to confirm and enforce the award, to its own legal or financial advisors, by agreement, or as may be required by law.
C. CLASS ARBITRATION WAIVER. EACH DISPUTE WILL BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE INFLUENCER AND ONE WIRELESS WORLD SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING. NO CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATIONS ARE PERMITTED EVEN IF ALLOWED UNDER THE APPLICABLE AAA RULES. EACH PARTY AGREES THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PARTY?S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING (?CLASS ARBITRATION WAIVER?). EACH OF THE INFLUENCER AND ONE WIRELESS WORLD ACKNOWLEDGE THAT THE CLASS ARBITRATION WAIVER IS MATERIAL AND ESSENTIAL TO THE RESOLUTION OF ANY DISPUTE. THEREFORE, IF THE CLASS ARBITRATION WAIVER IS LIMITED, VOIDED, OR OTHERWISE FOUND UNENFORCEABLE, SUCH THAT CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP ARBITRATION IS ALLOWED, THEN THE ENTIRETY OF SUBSECTIONS 22(B) ABOVE AND 22(F) BELOW (BUT ONLY SUBSECTIONS 22(B) ABOVE AND 22(F) BELOW) SHALL BE NULL AND VOID, AND IF A PARTY CHOOSES TO PROCEED WITH ITS CLAIM IT MUST DO SO IN COURT PURSUANT TO SUBSECTIONS 22(D) AND 22(E) AND SECTION 24 BELOW. NOTWITHSTANDING ANYTHING ELSE CONTAINED IN THESE DISPUTE RESOLUTION PROVISIONS, THE INTERPRETATION, APPLICABILITY, ENFORCEABILITY, AND VALIDITY OF THE CLASS ARBITRATION WAIVER AND ANY ATTENDANT QUESTION OR DISPUTE REGARDING THE VOIDANCE OF THE ARBITRATION PROVISIONS SET FORTH IN SUBSECTION 22(B) ABOVE, SHALL IN EACH CASE BE DECIDED ONLY BY A COURT AND NOT BY AN ARBITRATOR.
NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN THE INFLUENCER AGREEMENT TO THE CONTRARY, THE ARBITRATOR MAY AWARD MONEY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. NO CLASS, COLLECTIVE, REPRESENTATIVE, GROUP, OR APPLICABLE PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY, OR PRAYERS FOR RELIEF, MAY BE MAINTAINED IN ANY ARBITRATION HELD PURSUANT TO THE INFLUENCER AGREEMENT.
D. CLASS ACTION WAIVER.IN THE EVENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, EACH OF THE INFLUENCER AND ONE WIRELESS WORLD AGREE THAT SUCH DISPUTE WILL ONLY BE RESOLVED ON AN INDIVIDUAL BASIS. EACH OF THE INFLUENCER AND ONE WIRELESS WORLD SPECIFICALLY AGREE THAT IT MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR GROUP PROCEEDING.
E. JURY TRIAL WAIVER. TO THE EXTENT ANY DISPUTE PROCEEDS IN COURT RATHER THAN THROUGH ARBITRATION, FOR ANY REASON, IF NOT PROHIBITED BY APPLICABLE LAW, EACH OF THE INFLUENCER AND ONE WIRELESS WORLD HEREBY WAIVE ANY RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.
F. Delegation to Arbitrator. Except as provided in subsection 22(C) above, I acknowledge and agree that the arbitrator(s), and not any federal, state, or local court, shall have exclusive authority to resolve any Dispute relating to the interpretation, applicability, enforceability, or validity of these dispute resolution provisions, including without limitation any claim that these dispute resolution provisions are void or voidable.
G. Severability. If any provision contained in these Dispute Resolution Provisions is deemed invalid or unenforceable, such provision shall be modified automatically to the minimum extent necessary to render the parties? agreement to arbitrate valid and enforceable. If a provision conflicts with a mandatory provision of Applicable Law, the conflicting provision shall be severed automatically and the remainder construed to incorporate the mandatory provision. In the event of such severance or modification, the remainder shall not be affected.
H. Termination. The Dispute Resolution Provisions shall remain in effect even after termination of the INFLUENCER Agreement or the termination of the INFLUENCER’s business association with ONE WIRELESS WORLD.
23. RESTRICTIVE COVENANTS
A. For purposes of this Section 23, the following capitalized terms shall have the meanings provided below:
ONE WIRELESS WORLD Products and Services? means, collectively, all telecommunications, energy, home security, or other services offered for sale by ONE WIRELESS WORLD, any ONE WIRELESS WORLD Company, or any ONE WIRELESS WORLD Provider, and all physical goods, software, applications, or other materials offered for sale by such parties. ONE WIRELESS WORLD Products and Services do not include ONE WIRELESS WORLD Business Tools.
?Customer? means a person or entity that purchases ONE WIRELESS WORLD Products and Services, and includes any INFLUENCER that purchases ONE WIRELESS WORLD Products and Services for their personal use.
?Downline? means, with respect to your INFLUENCER organizational hierarchy, all INFLUENCERs who fall at the first level or below underneath your INFLUENCER position.
?Participating Party? means a shareholder, partner, or beneficial owner of an INFLUENCER position that holds an interest in the INFLUENCER position equal to five percent (5%) or more of the total interest therein, or any individual that acquires Customers or recruits potential INFLUENCERs in connection with an INFLUENCER position as permitted under the INFLUENCER Agreement.
?Restricted INFLUENCER? means any individual that is or, within the past sixty (60) days, has been, party (directly or as a Participating Party) to an INFLUENCER Agreement with ONE WIRELESS WORLD or, if you or your Downline have engaged in business outside of the United States, any other ONE WIRELESS WORLD Company.
?Solicit? means, in effect or by intent, to request, recruit, enroll, sponsor, entice, induce, influence, or encourage, in each case in any way and through any means or method (including, without limitation, communications made affirmatively or responsively, directly or indirectly, expressly or implicitly, or personally or through or with one or more third parties). ?Solicitation? is the noun form of the verb ?Solicit.? Solicitation includes, without limitation, person-to-person meetings, phone calls (e.g. direct phone calls and three-way calls), emails, text messages, chat messages, and social media postings.
B. Customer Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or earlier termination hereof, I agree that I shall not Solicit any Customer to whom I have successfully marketed ONE WIRELESS WORLD Products and Services within the immediately prior two (2) years to (i) move their business away from any ONE WIRELESS WORLD Company, another INFLUENCER, or any ONE WIRELESS WORLD Provider; or (ii) purchase products or services that are the same as or similar to any ONE WIRELESS WORLD Products and Services offered by another provider or distribution channel other than as specifically designated or approved in writing by ONE WIRELESS WORLD. I acknowledge and agree that all Customers Solicited by an INFLUENCER for the promotion or sale of ONE WIRELESS WORLD Products are deemed to be Customers of ONE WIRELESS WORLD (or the applicable ONE WIRELESS WORLD Company or ONE WIRELESS WORLD Provider) and not of the INFLUENCER, whether or not the INFLUENCER originally introduced, procured or brought such Customer to ONE WIRELESS WORLD or the applicable ONE WIRELESS WORLD Company or ONE WIRELESS WORLD Provider. I further acknowledge and agree that I shall not Solicit Customers for goods or services similar to and competitive with ONE WIRELESS WORLD Products and Services through any channel other than as specifically permitted in this Agreement or approved in writing by ONE WIRELESS WORLD.
C. Restricted INFLUENCER Non-Solicitation. During the term of this Agreement and for a period of one (1) year after the expiration or earlier termination hereof, I agree that I shall not Solicit any Restricted INFLUENCER to participate, personally or through any entity or other medium, in another multi-level marketing, network marketing, or other direct selling business opportunity (other than an ONE WIRELESS WORLD Company). I acknowledge that because direct selling is conducted through networks of independent contractors dispersed across the entire United States and internationally, and business is commonly conducted via the Internet and telephone, any effort to narrowly limit the geographic scope of this non-Solicitation provision would render it wholly ineffective. Therefore, I acknowledge and agree that, subject to the above definition of ?Restricted INFLUENCER?, it is reasonable that the foregoing Solicitation prohibition extends to all markets in which ONE WIRELESS WORLD or the other ONE WIRELESS WORLD Companies conduct business. Notwithstanding the foregoing, I shall not be restricted under this subsection 23(C) from Soliciting any Restricted INFLUENCER so long as: (1) I cancel this Agreement within the fourteen (14) day Cooling Off Period described in the ONE WIRELESS WORLD Policies & Procedures, or (2) (i) I am within my initial 12-month term with ONE WIRELESS WORLD (as opposed to any Renewal Term), and (ii) I have not at any time achieved a RD (Regional Director) compensation level or higher, and (iii) such Solicitation occurs without the use, aid, assistance, or participation of any other current or former INFLUENCER with an existing non-Solicitation obligation to ONE WIRELESS WORLD or another ONE WIRELESS WORLD Company. Furthermore, I acknowledge and agree that this subsection 23(C) shall not restrict me from Soliciting individuals through presentation to groups or through other mass communications, in each case consisting of an audience of 50 or more individuals, where I do not know and have no reasonable basis to know that any Restricted INFLUENCER is part of such audience; provided, however, that: (a) any such communication is not targeted to any Restricted INFLUENCER; (b) the audience is not intended to include any Restricted INFLUENCER; (c) I have no person-to-person interaction with any Restricted INFLUENCER directly or through a third party (whether before, during, or after the communication); and (d) all such communications are transmitted in compliance with Applicable Law. Other than such permitted communications, in the absence of knowing whether an individual is a Restricted INFLUENCER, I acknowledge that it is reasonable for me to enquire of any individual whether he or she is a Restricted INFLUENCER or whether any audience includes Restricted INFLUENCERs prior to making any Solicitation that would be prohibited under this subsection 23(C), and to then exclude any Restricted INFLUENCER prior to making the Solicitation.
D. Additional Restrictions. During the term of the Agreement and for a period of one (1) year after the expiration or earlier termination here, I agree that I shall not enter into a direct marketing relationship with any ONE WIRELESS WORLD Provider or any other distribution or sales channel for any ONE WIRELESS WORLD Provider.
E. Survival of Restrictive Covenants. I acknowledge and agree that my obligations under this Section 23 shall survive the expiration or earlier termination of this Agreement for any reason. I further acknowledge and agree that, notwithstanding anything to the contrary contained in the INFLUENCER Agreement, in addition to any other compensatory damage awarded to ONE WIRELESS WORLD, temporary and permanent injunctive relief is an appropriate remedy to prevent further damage to ONE WIRELESS WORLD, any ONE WIRELESS WORLD Company, or any ONE WIRELESS WORLD Provider for my violation of the provisions of subsections 23(B), 23(C), or 23(D) above.
24. The INFLUENCER Agreement, including its formation, construction, interpretation, and enforceability, is governed by and shall be construed in accordance with the law of the State of North Carolina, without regard to its choice of law rules. Notwithstanding the foregoing, each of the INFLUENCER and ONE WIRELESS WORLD acknowledge and agree that the relationship between the parties is an interstate commerce transaction and, accordingly, the Dispute Resolution Provisions set forth in Section 22 above, and the interpretation and the enforceability of the Dispute Resolution Provisions, are and shall be governed by the Federal Arbitration Act, notwithstanding any other law to the contrary, and no state law shall apply if and to the extent such state law is preempted by the Federal Arbitration Act. Subject to the foregoing, the substantive law of the State of North Carolina shall govern the substance of any Dispute arbitrated under the Dispute Resolution Provisions. Further, any court proceedings between an INFLUENCER and ONE WIRELESS WORLD shall be governed by the laws of the State of North Carolina, without regard to its choice of law rules, and such proceedings shall take place in North Carolina; provided, however, that if an INFLUENCER brings a small claims action as permitted in subsection 22(B)(b) above, the INFLUENCER may do so in the jurisdiction of the INFLUENCER?s address on file with ONE WIRELESS WORLD. Subject to the arbitration requirements contained in subsection 22(B) above, for any court action brought in a jurisdiction consistent with the foregoing sentence, each of the INFLUENCER and ONE WIRELESS WORLD agrees to submit to the personal and exclusive jurisdiction of such court and waives any objection as to venue or inconvenient forum.
I acknowledge and agree that the following amendments or
modifications to the INFLUENCER Agreement may be made only by way of
mutual consent: any amendment or modification (i) to or of the
Dispute Resolution Provisions, or (ii) that extends any of the time
periods, or otherwise expands the restrictions applicable to me, in
each case contained in Section 23 above. In the event of a change to
the INFLUENCER Agreement requiring mutual consent, ONE WIRELESS WORLD
will deliver email notice to the INFLUENCER of such change and the
INFLUENCER shall have ten (10) days from the receipt of such notice
to terminate the INFLUENCER Agreement by written notice to ONE
WIRELESS WORLD, failing which, the INFLUENCER will be deemed to have
consented to the relevant changes and such changes will be
immediately effective without any further notice upon the expiration
of such 10-day period. With the exception of aforementioned changes
that require mutual consent, I acknowledge that ONE WIRELESS WORLD
fully reserves its right to amend or modify this Agreement at any
time by notifying me of the changes by emailing me or posting the
revisions on the ONE WIRELESS WORLD website (www.One Wireless
World.com) or in the ONE WIRELESS WORLD Compass App, and any such
changes to this Agreement may be made effective at ONE WIRELESS
WORLD?s election upon the date of execution, or the date of ONE
WIRELESS WORLD?s posting of the amended Agreement, or prospectively
to a date specified in the amendment. This Agreement shall not be
modified or amended except as described herein and no amendment shall
26. The INFLUENCER Agreement constitutes the entire agreement and understanding between me and ONE WIRELESS WORLD, any ONE WIRELESS WORLD Company, or any third party regarding the subject matter hereof and supersedes any and all prior or contemporaneous agreements, representations, commitments or understandings, whether oral or written, made by or between ONE WIRELESS WORLD and me. I acknowledge and agree that I am not relying and have not relied on any oral or written statements or representations made by ONE WIRELESS WORLD, any ONE WIRELESS WORLD employee, or any other INFLUENCER regarding the subject matter hereof other than those expressly set forth herein. Except as otherwise expressly stated in these US Terms and Conditions, in the event of a conflict between the terms and conditions contained in the agreements comprising the INFLUENCER Agreement, the following order of precedence shall apply: first, (i) the Dispute Resolution Provisions, then (ii) these US Terms and Conditions, then (iii) the ONE WIRELESS WORLD Policies & Procedures, and lastly (iv) the ONE WIRELESS WORLD Compensation Plan. For purposes of this Agreement, the addresses (physical and email) submitted by me with my INFLUENCER application are deemed to be my correct address unless and until I provide to ONE WIRELESS WORLD notification of a change of address in accordance with the ONE WIRELESS WORLD Policies & Procedures.
27. I understand that I may not assign this Agreement, or any portion thereof, or any of the duties, obligations or liabilities contained herein, without the prior written consent of ONE WIRELESS WORLD, which consent may be withheld, conditioned, or delayed in ONE WIRELESS WORLD’s sole discretion. ONE WIRELESS WORLD may assign this Agreement at any time and without my consent, and upon such assignment ONE WIRELESS WORLD shall be relieved of any and all duties, obligations, and/or liabilities arising from this Agreement. This Agreement shall be binding upon and inure to the benefit of the heirs, successors and permitted assigns of the parties hereto. The ONE WIRELESS WORLD Companies and ONE WIRELESS WORLD Providers are intended third-party beneficiaries of this Agreement.
28. Subject to the Dispute Resolution Provisions, if any provision of this Agreement is determined by an authority of competent jurisdiction to be invalid or unenforceable in part or in whole for any reason whatsoever, the validity of the remaining provisions or portions thereof shall not be affected thereby and such authority should reform the INFLUENCER Agreement to the extent necessary in a manner that comes closest to expressing the intention of the invalid and unenforceable provision while rendering the otherwise unenforceable provision or portion thereof valid and enforceable.
NOTICE OF CANCELLATION
may cancel this transaction, without penalty or obligation, for a
full refund, if I provide a valid cancellation notice postmarked
within fourteen (14) days from the date of this Agreement, exclusive
of the date of signing. I understand that if I cancel after the
fourteen (14) day period, I am not entitled to any refund. If I
cancel within fourteen (14) days from the date of this Agreement, any
payments made by me under this Agreement and any instrument executed
by me will be returned within twenty-one (21) days following receipt
by ONE WIRELESS WORLD of my notice of cancellation. To cancel this
Agreement, I must deliver personally or via courier or by registered
or certified mail return receipt requested, a written, signed, dated
copy of a notice of cancellation to the following address: ONE
WIRELESS WORLD Opportunity, LLC, 1000 Progress Place, Concord, NC
28025 Attn: INFLUENCER Services.
Certain states require a longer cancellation period by law, and where applicable state law on cancellation is inconsistent with ONE WIRELESS WORLD policy, such state law shall be in force and the cancellation rights set forth herein shall be deemed modified to reflect the state requirements.
I have read, understand, and agree to be bound by all of the terms and conditions of this INFLUENCER Agreement, including the US Terms and Conditions, the ONE WIRELESS WORLD Policies & Procedures and the ONE WIRELESS WORLD Compensation Plan, all of which are incorporated into this Agreement and are available for me to review, store, and print at www.One Wireless World.com and in the Back Office.
I HAVE READ, UNDERSTAND, AND SPECIFICALLY AGREE TO BE BOUND BY THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 22 ABOVE, TOGETHER WITH EACH OF THE RESTRICTIVE COVENANTS CONTAINED IN SECTION 23 ABOVE.
I UNDERSTAND, ACKNOWLEDGE AND AGREE THAT (1) EARNINGS AS AN ONE WIRELESS WORLD INDEPENDENT BUSINESS OWNER ARE BASED SOLELY UPON THE SUCCESSFUL SALE OF SERVICES AND PRODUCTS TO CUSTOMERS AND THEIR USAGE OF THOSE SERVICES AND PRODUCTS; AND (2) I WILL INCUR EXPENSES IN OPERATING MY ONE WIRELESS WORLD BUSINESS, SUCH AS THE START UP FEE AND RENEWAL FEE, AS WELL AS OTHER POSSIBLE OPERATING EXPENSES; AND (3) AS WITH ANY BUSINESS, EARNINGS AND SUCCESS AT ONE WIRELESS WORLD ARE NOT GUARANTEED BUT DEPEND PRIMARILY ON MY COMMITMENT, PERSISTENCE AND EFFORT; AND (4) I MAY NOT EARN INCOME AND MAY LOSE MONEY AS AN INFLUENCER.
Yes, I want to become an Influencer. Neither I, nor my spouse/life partner (unless they are my ONE WIRELESS WORLD sponsor), have had any other interest and/or benefit in any other ONE WIRELESS WORLD INFLUENCER position within the 12 months prior to the effective date of this Agreement. I verify that I have carefully reviewed and fully understand ONE WIRELESS WORLD’s income opportunity presentation materials, which can be found on www.One Wireless World.com. I acknowledge that ONE WIRELESS WORLD has a global commitment to integrity, and as a ONE WIRELESS WORLD Influencer, it is my responsibility to uphold this commitment.