TERMS AND CONDITIONS OF USE AGREEMENT
(As Constituted September 12, 2012)
THIS TERMS AND CONDITIONS OF USE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AS USER, WHETHER AN INDIVIDUAL, BUSINESS OR ENTITY (“YOU”), AND PERENNIAL MANAGEMENT LLC, AKA DOTERRA PRO (“COMPANY”). YOU MUST BE OVER EIGHTEEN YEARS OF AGE TO ENTER INTO THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE BELOW. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS LISTED BELOW. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS LISTED BELOW, DECLINE WHERE INSTRUCTED. IF YOU DECLINE, YOU WILL NOT BE GRANTED ANY RIGHTS UNDER THIS AGREEMENT AND YOU MAY NOT ACCESS OR USE THE WEBSITE AND MATERIALS AND SERVICES (AS DEFINED BELOW) OR RELATED RIGHTS.
1. License
Subject to the terms of this Agreement, including, without limitation, proper and timely registration by you, Company hereby grants to you a non-exclusive, non-transferable, limited license to access, view and use the Company’s website at doterrapro.com (the “Site”), and the training articles and materials, the website posting and communication services, all information, data, content, documents, items and materials posted on the Site by Company or others, the question and answer forum services, the document, video, audio and electronic library services, and such other services as may be provided at the Site in connection with this Agreement as of the present date or as updated, upgraded, modified or deleted by Company from time to time, all as determined by Company in its sole discretion (collectively the “Materials and Services”), solely for your personal use in connection with your doTERRA distributorship (all of the foregoing is hereinafter collectively referred to as the “License”). All use of the Site, the Materials and Services, and the License by you must be within the scope of the licensed rights as set forth in this Agreement and in the Privacy Policy relating to the Site, and consistent with all third party licenses relating to the same, with all other use by you, directly and indirectly, in any form, format, medium or means, being prohibited by this Agreement. You may not copy, attempt to copy, reproduce, print, publish, republish, upload, transmit, post, distribute, perform, display (except as viewed on the Site), modify, prepare derivative works of, remove copyright or trademark notices with respect to, distribute, offer, sell, license, sublicense, assign, contest Company’s rights in, or violate any third party rights or agreements relating to, the Site, the Materials and Services, or the License, in whole or in part, in any manner, without the prior written consent of Company. In the event you obtain copies of any Materials or Services, or of trade secrets or confidential information relating to the Site, Materials and Services, License or Company, you agree to immediately return the same to Company.
2. Modifications
Company reserves the right at any time to modify, alter, update, remove or terminate all or part of this Agreement, the Privacy Policy, the Site, the Materials and Services, and the License, without notice. Your continued use of the Site, the Materials and Services, and the License signifies your acceptance of any changes. Modification of this Agreement or the Privacy Policy by you is permitted only pursuant to a written agreement signed by Company. If you are dissatisfied with this Agreement or the Privacy Policy, your sole and exclusive remedy is to discontinue your use of the Site, the Materials and Services, and the License.
3. Intellectual Property Ownership
The Site is owned by Company and contains information, data, content, documents, items and materials that are derived in whole or in part from Company and other sources. The Materials and Services, and including all information, data, content, documents, items and materials on the Site, including, without limitation, all text, copy, tables, charts, graphics, images, designs, art, decorative elements, logos, marks, names, icons, images, illustrations, pictures, photographs, audio, video, promotional materials, source code, object code, and interfaces, and the selection and arrangements thereof, are the property of Company, or its content suppliers, and are protected by United States and international copyright laws, with all rights reserved. The Company name and mark, with and without accompanying designs, logos, slogans and words, and all other names, marks, designs, logos, slogans and words used by Company (“Marks”), are the trademarks, service marks and trade names of Company, except as indicated otherwise by Company, and are protected by federal and state trademark, service mark and trade name laws. The information, data, documents and materials relating to Company’s software, source code, developing products and services, business, business plans, business information, licensees, customers, customer lists, customer information, finances, sales, management and objectives, not otherwise readily ascertainable in public (“Confidential Information”), are confidential and proprietary and are protected by trade secret and confidentiality laws. The Site, Materials and Services, Marks and Confidential Information may not be used by you or others except as expressly stated in this Agreement or as expressly authorized in writing by Company. Any unauthorized use by you of the Site, the Materials and Services, the Marks and/or the Confidential Information is in violation of copyrights, trademarks, service marks, trade names, trade secrets, confidentiality and other applicable laws and rights, for which civil and criminal remedies and penalties apply. You agree to immediately notify Company of any suspected infringement of any of the foregoing.
4. Links
The Site may contain links to other websites on the internet that are owned and operated by someone other than Company. Company provides these links solely for convenience of reference. Company is not responsible for and does not assume any responsibility or liability for any information, data, content, documents, items or materials available at or through such linked websites. The appearance of a link does not imply Company’s endorsement, nor is Company responsible for the content of any linked website. You access linked websites and use any related information, data, content, documents, items and materials at your own risk.
5. Submissions
During the period in which your rights under this Agreement continue, you may submit information, data, content, documents, items or materials to be posted on the Site (“Submissions”). You agree that all Submissions shall be posted at the location on the Site and pursuant to the instructions and requirements, including without limitation, requirements relating to content, font, size, length, presentation, objectionable materials and other aspects, provided by Company on the Site or through other means from time to time, and that Company retains the right to modify said instructions and requirements at any time in its sole discretion. You further agree that Company may at any time reject, delete, modify, change and/or relocate all such Submissions at any time without prior notice to you or others without limitation, and that you hereby grant to Company a non-exclusive, permanent, unrestricted, unconditional, irrevocable, worldwide license to use, copy, reproduce, publish, republish, modify, display, perform, license, sublicense, sell, assign, transfer, transmit or distribute any and all such Submissions, in any mediums, forms and formats, without limitation.
6. Compliance with Laws
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site, the Materials and Services, and the License. You must be 18 years or older to use the Site, the Materials and Services, and the License.
7. Disclaimers
Company provides the Site, the Materials and Services, the License and all related goods and services on an “as is” basis, with all use being at your sole risk. Company disclaims all warranties, guarantees and representations, express or implied (including, but not limited to, implied or other warranties of merchantability, fitness for a particular purpose, title and noninfringement), relating to the following: (1) the Site, the Materials and Services, the License, and any links to or from the same; (2) the access, use, operation, advice, counsel, instructions, comments, information, data, content, documents, items or materials relating to any of the foregoing; (3) the timeliness, misdelivery, deletion or failure to store any of the foregoing; (4) the actions, omissions, negligence, errors, delays, content, accuracy, correctness, likely results, reliability, completeness, currency, reliability, or infringing nature of any of the foregoing; and/or (5) the modification or termination of any of the foregoing. Without limiting the foregoing, Company does not warrant that the Site, any of its functions, the Materials and Services, or the License will be uninterrupted or error-free, that defects will be corrected, or that the Site, Materials and Services, the License, or related goods or services are free of viruses or other harmful components. You acknowledge that the information and data on the Site, on the Materials and Services, and that which is otherwise made available to you by Company or others, is not intended as business advice, and should not be relied on in lieu of or otherwise substitute for consultation with or the services of trained qualified consultants and advisors who are familiar with your individual distributorship and related needs, abilities and circumstances. You should consult a trained and qualified consultant and advisor in all matters relating to your distributorship business. Company makes no specific recommendations nor any representations or warranties regarding the Site, Materials and Services, the License, or any counsel or advice relating thereto.
8. Limitation of Liability
You agree that in no event will Company, its members, owners, officers, managers, employees, agents, vendors, licensors or suppliers be liable for any claims, causes of action, suits or proceedings, or any losses, or direct, indirect, special, incidental, consequential or other damages, including but not limited to, lost profits, loss of use, business interruption, or loss of data, arising out of or relating to, the following: (1) the Site, the Materials and Services, the License, or any links to or from the same; (2) the access, use, operation, advice, counsel, instructions, comments, information, data, content, documents, items or materials relating to any of the foregoing; (3) the timeliness, misdelivery, deletion or failure to store any of the foregoing; (4) the actions, omissions, negligence, errors, delays, content, accuracy, correctness, likely results, reliability, completeness, currency, reliability, or infringing nature of any of the foregoing; and/or (5) the modification or termination of any of the foregoing. The foregoing shall apply even if Company is expressly advised of the possibility of damages relating to the same.
9. Termination
This Agreement shall remain in force until terminated by Company. Your rights may be terminated at any time by Company without limitation, with or without cause. Company may terminate this Agreement, or suspend your access to all or part of the Site and/or the Materials and Services, in whole or in part, without notice, including, without limitation, for any conduct that Company, in its sole discretion, believes is disruptive or is in violation of any applicable law or this Agreement, and for any other reason or no reason, without limitation. Upon termination of this Agreement, all of your rights to use the Site, all Materials and Services, and all relating thereto, shall terminate and you must destroy all such Materials and Services in your possession or control, whether in electronic, print or any other form or format. In the event of any such termination of this Agreement, the rights granted Company and the duties imposed upon you under the intellectual property ownership provisions, submission provisions, disclaimer provisions, limitation of liability provisions, termination provisions, applicable law and jurisdiction provisions, and miscellaneous provisions set forth in this Agreement shall survive termination.
10. Applicable Law and Jurisdiction
Company operates the Site from or around Salt Lake City, Utah, United States of America. It can be accessed from all fifty states and beyond. As each of these places have differing laws, by accessing and/or using the Site or the Materials and Services you and Company agree that the laws of the state of Utah shall apply to all matters arising under or relating to the Site and Materials, access or use of the Site, Materials and Services, the License, this Agreement, the Privacy Policy, and/or the goods and services described in any of the foregoing, without regard to conflicts of law principles thereof. You and Company also agree that any action at law or in equity arising out of or relating to the Site, Materials and Services, access or use of the Site, Materials and Services, the License, this Agreement, the Privacy Policy, and/or the goods or services described in any of the foregoing, shall be filed exclusively in the state or federal courts of Utah in the United States, and you hereby consent and submit to the exclusive jurisdiction and venue of such courts. Company makes no representations that the Site and the Materials and Services are appropriate or available for use in other locations. Accessing the Site or the Materials and Services from territories where they are illegal is prohibited. Those who access the Site or the Materials and Services from other locations do so on their own initiative and are responsible for compliance with applicable laws. Your access and use of the Site and the Materials and Services are subject to applicable laws.
11. Miscellaneous
This Agreement constitutes the entire agreement between you and Company with respect to the subject matter addressed herein, and all prior and contemporaneous agreements, whether written or oral, as may relate to the same, are hereby superseded by this Agreement. The headings herein are for reference only and shall not define or limit the provisions hereof. This Agreement shall be construed fairly as to all parties, and it shall not be construed for or against any party on the basis that such party participated in drafting it. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial or administrative decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Company may assign this Agreement and all related rights, in whole or in part, at any time without limitation. Your rights under this Agreement are personal and may not be assigned. This Agreement shall be binding upon the parties and their heirs, successors, assigns, estates, transferees, grantees and legal representatives.
12. Acceptance
This Agreement shall be effective when you indicate your acceptance below. You acknowledge that you have carefully read, that you understand, and that you agree to all of the provisions of this Agreement, and that the person signing or accepting below as you or on your behalf is duly authorized and empowered to do so. Please print a copy of this Agreement for your records.
Close
TERMS AND CONDITIONS OF USE AGREEMENT
(As Constituted September 12, 2012)
THIS TERMS AND CONDITIONS OF USE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AS USER, WHETHER AN INDIVIDUAL, BUSINESS OR ENTITY (“YOU”), AND PERENNIAL MANAGEMENT LLC, AKA DOTERRA PRO (“COMPANY”). YOU MUST BE OVER EIGHTEEN YEARS OF AGE TO ENTER INTO THIS AGREEMENT. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE INDICATING YOUR ACCEPTANCE BELOW. BY INDICATING YOUR ACCEPTANCE BELOW, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS LISTED BELOW. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS LISTED BELOW, DECLINE WHERE INSTRUCTED. IF YOU DECLINE, YOU WILL NOT BE GRANTED ANY RIGHTS UNDER THIS AGREEMENT AND YOU MAY NOT ACCESS OR USE THE WEBSITE AND MATERIALS AND SERVICES (AS DEFINED BELOW) OR RELATED RIGHTS.
1. License
Subject to the terms of this Agreement, including, without limitation, proper and timely registration by you, Company hereby grants to you a non-exclusive, non-transferable, limited license to access, view and use the Company’s website at doterrapro.com (the “Site”), and the training articles and materials, the website posting and communication services, all information, data, content, documents, items and materials posted on the Site by Company or others, the question and answer forum services, the document, video, audio and electronic library services, and such other services as may be provided at the Site in connection with this Agreement as of the present date or as updated, upgraded, modified or deleted by Company from time to time, all as determined by Company in its sole discretion (collectively the “Materials and Services”), solely for your personal use in connection with your doTERRA distributorship (all of the foregoing is hereinafter collectively referred to as the “License”). All use of the Site, the Materials and Services, and the License by you must be within the scope of the licensed rights as set forth in this Agreement and in the Privacy Policy relating to the Site, and consistent with all third party licenses relating to the same, with all other use by you, directly and indirectly, in any form, format, medium or means, being prohibited by this Agreement. You may not copy, attempt to copy, reproduce, print, publish, republish, upload, transmit, post, distribute, perform, display (except as viewed on the Site), modify, prepare derivative works of, remove copyright or trademark notices with respect to, distribute, offer, sell, license, sublicense, assign, contest Company’s rights in, or violate any third party rights or agreements relating to, the Site, the Materials and Services, or the License, in whole or in part, in any manner, without the prior written consent of Company. In the event you obtain copies of any Materials or Services, or of trade secrets or confidential information relating to the Site, Materials and Services, License or Company, you agree to immediately return the same to Company.
2. Modifications
Company reserves the right at any time to modify, alter, update, remove or terminate all or part of this Agreement, the Privacy Policy, the Site, the Materials and Services, and the License, without notice. Your continued use of the Site, the Materials and Services, and the License signifies your acceptance of any changes. Modification of this Agreement or the Privacy Policy by you is permitted only pursuant to a written agreement signed by Company. If you are dissatisfied with this Agreement or the Privacy Policy, your sole and exclusive remedy is to discontinue your use of the Site, the Materials and Services, and the License.
3. Intellectual Property Ownership
The Site is owned by Company and contains information, data, content, documents, items and materials that are derived in whole or in part from Company and other sources. The Materials and Services, and including all information, data, content, documents, items and materials on the Site, including, without limitation, all text, copy, tables, charts, graphics, images, designs, art, decorative elements, logos, marks, names, icons, images, illustrations, pictures, photographs, audio, video, promotional materials, source code, object code, and interfaces, and the selection and arrangements thereof, are the property of Company, or its content suppliers, and are protected by United States and international copyright laws, with all rights reserved. The Company name and mark, with and without accompanying designs, logos, slogans and words, and all other names, marks, designs, logos, slogans and words used by Company (“Marks”), are the trademarks, service marks and trade names of Company, except as indicated otherwise by Company, and are protected by federal and state trademark, service mark and trade name laws. The information, data, documents and materials relating to Company’s software, source code, developing products and services, business, business plans, business information, licensees, customers, customer lists, customer information, finances, sales, management and objectives, not otherwise readily ascertainable in public (“Confidential Information”), are confidential and proprietary and are protected by trade secret and confidentiality laws. The Site, Materials and Services, Marks and Confidential Information may not be used by you or others except as expressly stated in this Agreement or as expressly authorized in writing by Company. Any unauthorized use by you of the Site, the Materials and Services, the Marks and/or the Confidential Information is in violation of copyrights, trademarks, service marks, trade names, trade secrets, confidentiality and other applicable laws and rights, for which civil and criminal remedies and penalties apply. You agree to immediately notify Company of any suspected infringement of any of the foregoing.
4. Links
The Site may contain links to other websites on the internet that are owned and operated by someone other than Company. Company provides these links solely for convenience of reference. Company is not responsible for and does not assume any responsibility or liability for any information, data, content, documents, items or materials available at or through such linked websites. The appearance of a link does not imply Company’s endorsement, nor is Company responsible for the content of any linked website. You access linked websites and use any related information, data, content, documents, items and materials at your own risk.
5. Submissions
During the period in which your rights under this Agreement continue, you may submit information, data, content, documents, items or materials to be posted on the Site (“Submissions”). You agree that all Submissions shall be posted at the location on the Site and pursuant to the instructions and requirements, including without limitation, requirements relating to content, font, size, length, presentation, objectionable materials and other aspects, provided by Company on the Site or through other means from time to time, and that Company retains the right to modify said instructions and requirements at any time in its sole discretion. You further agree that Company may at any time reject, delete, modify, change and/or relocate all such Submissions at any time without prior notice to you or others without limitation, and that you hereby grant to Company a non-exclusive, permanent, unrestricted, unconditional, irrevocable, worldwide license to use, copy, reproduce, publish, republish, modify, display, perform, license, sublicense, sell, assign, transfer, transmit or distribute any and all such Submissions, in any mediums, forms and formats, without limitation.
6. Compliance with Laws
You agree to comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Site, the Materials and Services, and the License. You must be 18 years or older to use the Site, the Materials and Services, and the License.
7. Disclaimers
Company provides the Site, the Materials and Services, the License and all related goods and services on an “as is” basis, with all use being at your sole risk. Company disclaims all warranties, guarantees and representations, express or implied (including, but not limited to, implied or other warranties of merchantability, fitness for a particular purpose, title and noninfringement), relating to the following: (1) the Site, the Materials and Services, the License, and any links to or from the same; (2) the access, use, operation, advice, counsel, instructions, comments, information, data, content, documents, items or materials relating to any of the foregoing; (3) the timeliness, misdelivery, deletion or failure to store any of the foregoing; (4) the actions, omissions, negligence, errors, delays, content, accuracy, correctness, likely results, reliability, completeness, currency, reliability, or infringing nature of any of the foregoing; and/or (5) the modification or termination of any of the foregoing. Without limiting the foregoing, Company does not warrant that the Site, any of its functions, the Materials and Services, or the License will be uninterrupted or error-free, that defects will be corrected, or that the Site, Materials and Services, the License, or related goods or services are free of viruses or other harmful components. You acknowledge that the information and data on the Site, on the Materials and Services, and that which is otherwise made available to you by Company or others, is not intended as business advice, and should not be relied on in lieu of or otherwise substitute for consultation with or the services of trained qualified consultants and advisors who are familiar with your individual distributorship and related needs, abilities and circumstances. You should consult a trained and qualified consultant and advisor in all matters relating to your distributorship business. Company makes no specific recommendations nor any representations or warranties regarding the Site, Materials and Services, the License, or any counsel or advice relating thereto.
8. Limitation of Liability
You agree that in no event will Company, its members, owners, officers, managers, employees, agents, vendors, licensors or suppliers be liable for any claims, causes of action, suits or proceedings, or any losses, or direct, indirect, special, incidental, consequential or other damages, including but not limited to, lost profits, loss of use, business interruption, or loss of data, arising out of or relating to, the following: (1) the Site, the Materials and Services, the License, or any links to or from the same; (2) the access, use, operation, advice, counsel, instructions, comments, information, data, content, documents, items or materials relating to any of the foregoing; (3) the timeliness, misdelivery, deletion or failure to store any of the foregoing; (4) the actions, omissions, negligence, errors, delays, content, accuracy, correctness, likely results, reliability, completeness, currency, reliability, or infringing nature of any of the foregoing; and/or (5) the modification or termination of any of the foregoing. The foregoing shall apply even if Company is expressly advised of the possibility of damages relating to the same.
9. Termination
This Agreement shall remain in force until terminated by Company. Your rights may be terminated at any time by Company without limitation, with or without cause. Company may terminate this Agreement, or suspend your access to all or part of the Site and/or the Materials and Services, in whole or in part, without notice, including, without limitation, for any conduct that Company, in its sole discretion, believes is disruptive or is in violation of any applicable law or this Agreement, and for any other reason or no reason, without limitation. Upon termination of this Agreement, all of your rights to use the Site, all Materials and Services, and all relating thereto, shall terminate and you must destroy all such Materials and Services in your possession or control, whether in electronic, print or any other form or format. In the event of any such termination of this Agreement, the rights granted Company and the duties imposed upon you under the intellectual property ownership provisions, submission provisions, disclaimer provisions, limitation of liability provisions, termination provisions, applicable law and jurisdiction provisions, and miscellaneous provisions set forth in this Agreement shall survive termination.
10. Applicable Law and Jurisdiction
Company operates the Site from or around Salt Lake City, Utah, United States of America. It can be accessed from all fifty states and beyond. As each of these places have differing laws, by accessing and/or using the Site or the Materials and Services you and Company agree that the laws of the state of Utah shall apply to all matters arising under or relating to the Site and Materials, access or use of the Site, Materials and Services, the License, this Agreement, the Privacy Policy, and/or the goods and services described in any of the foregoing, without regard to conflicts of law principles thereof. You and Company also agree that any action at law or in equity arising out of or relating to the Site, Materials and Services, access or use of the Site, Materials and Services, the License, this Agreement, the Privacy Policy, and/or the goods or services described in any of the foregoing, shall be filed exclusively in the state or federal courts of Utah in the United States, and you hereby consent and submit to the exclusive jurisdiction and venue of such courts. Company makes no representations that the Site and the Materials and Services are appropriate or available for use in other locations. Accessing the Site or the Materials and Services from territories where they are illegal is prohibited. Those who access the Site or the Materials and Services from other locations do so on their own initiative and are responsible for compliance with applicable laws. Your access and use of the Site and the Materials and Services are subject to applicable laws.
11. Miscellaneous
This Agreement constitutes the entire agreement between you and Company with respect to the subject matter addressed herein, and all prior and contemporaneous agreements, whether written or oral, as may relate to the same, are hereby superseded by this Agreement. The headings herein are for reference only and shall not define or limit the provisions hereof. This Agreement shall be construed fairly as to all parties, and it shall not be construed for or against any party on the basis that such party participated in drafting it. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial or administrative decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Company may assign this Agreement and all related rights, in whole or in part, at any time without limitation. Your rights under this Agreement are personal and may not be assigned. This Agreement shall be binding upon the parties and their heirs, successors, assigns, estates, transferees, grantees and legal representatives.
12. Acceptance
This Agreement shall be effective when you indicate your acceptance below. You acknowledge that you have carefully read, that you understand, and that you agree to all of the provisions of this Agreement, and that the person signing or accepting below as you or on your behalf is duly authorized and empowered to do so. Please print a copy of this Agreement for your records.
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