A. doTERRA Intellectual Property. doTERRA Intellectual Property, including its trademarks, service marks, trade names, trade dress, and the content of its publications, are valuable assets. By using doTERRA Intellectual Property, Wellness Advocates agree and acknowledge that there exists great value and goodwill associated with the doTERRA Intellectual Property, and acknowledge that the Company has all rights to that property and that the goodwill pertaining thereto belongs exclusively to the Company. Further, Wellness Advocate’s also acknowledge that doTERRA Intellectual Property has acquired a distictiveness in the mind of the public and is recognised as a brand for specific goods from a single source. Intellectual property is protected by domestic and international copyright and trademark laws and other proprietary rights. These rights are protected in all forms, including media and technologies existing now or hereinafter developed.
The Content in Company Approved Sales Aids and its official website, including the text, graphics, logos, audio clips, music, lyrics, video, photographs, software, and other information is the property of doTERRA and/or its affiliates or partners, or, is licensed to doTERRA from third parties. Because doTERRA does not own all of the Content, doTERRA will not license to a Wellness Advocate what it does not own. Accordingly, when using doTERRA Intellectual Property and Content, Wellness Advocates agree to only use Allowed Content as expressly defined and granted herein.
1. Apparel: Apparel includes T-shirts, hats, and other clothing articles.
2. Allowed Content: Allowed Content means only the Content, consisting of the Brochure, Flyers, Images, Presentations, and Videos which are quoted or published in the section of http://doterraeveryday.eu/training/, related to the Local Market in which a Wellness Advocate markets products or recruits other Wellness Advocates.
3. Cinematic Media: Live or recorded electronic channels through which news, entertainment, education, data, or promotional messages are disseminated, including broadcasting and narrowcasting mediums such as TV, radio, film, and audio or video. Cinematic Media does not include Computer and Telephone Based Media.
4. Company Approved Sales Aids: Marketing materials approved for use in a specific Local Market designated in writing by the Company.
5. Company Produced Sales Aids: Company Produced Sales Aids means marketing materials created and distributed by the Company for use in a specific Local Market designated in writing by the Company.
6. Computer and Telephone Based Media: The transmission or display of any Content by e-mail, static websites, or Social Media; and telephone or smart phone based transmissions or display.
7. Content: Content means any text, graphics, logos, audio clips, video, photographs, software, or dōTERRA Intellectual Property which is found in the Company Produced Sales Aid(s), and the http://doterraeveryday.eu/training/.
8. doTERRA Intellectual Property: doTERRA Intellectual Property means all intellectual property which doTERRA Holdings, LLC or an affiliated company claims to own, or claims a right to use, including but not limited to trademarks, trade names, service marks, and content of its publications, whether registered with relevant governmental authorities or not.
9. Media Specific Guidelines: Media Specific Guidelines are Local Market specific guidelines which set usage standards of Allowed Content for a particular format. Media Specific Guidelines must be adhered to and are posted on http://www.doterratools.com. Merchandise includes Sales Aids intended to be sold or sold to third parties.
10. Merchandise: Any item that bears dōTERRA Intellectual Property that is not Apparel, Cinematic Media, Company Approved Sales Aids, Company Produced Sales Aids, Computer and Telephone Based Media.
11. Sales Aid: Any material, whether physically printed or in digital form, used in the offer or sale of Company products, recruitment of prospective Wellness Advocates or Customers, or training of Wellness Advocates, which makes reference to the Company, the Company products, the Sales Compensation Plan, or dōTERRA Intellectual Property.
12. Social Media: The use of web-based and mobile technologies to turn communication into an interactive dialogue.
C. Allowed Uses.
1. Subject to the Conditions of Use, Wellness Advocates are permitted to use Allowed Content in the following instances:
a. The creation and use of Sales Aids.
b. The creation and use of a Computer or Telephone Based Media.
2. Subject to the Conditions of Use, Wellness Advocates are permitted to use Allowed Content, with written approval from the Company, in the following instances: Apparel, Cinematic Media, use on buildings and signs, and Merchandise according to Media Specific Guidelines found at doterra.com.
D. Conditions of Use. The Allowed Uses of Allowed Content are conditioned on the following:
1. Media Specific Guidelines. Allowed Content may only be used for Apparel, Cinematic Media, on buildings and signs, and Merchandise according to the Media Specific Guidelines found on http://doterraeveryday.eu/training/ of the specific Local Market in which the Wellness Advocate is doing business.
2. Context and True Statements. Wellness Advocates may not use Allowed Content in violation of the Policy Manual or out of context, or infer meaning other than the express meaning of the Allowed Content, by the use of modifiers, additional text, or other content. All content must be true and accurate.
3. Claims and Representation Concerning doTERRA Products. Wellness Advocates may not use, and doTERRA does not support the use of any content that breaches laws, including those laws applicable to the regulation of product claims. See Section 11.
4. Variations, Takeoffs or Abbreviations. Wellness Advocates may not use a variation of the Allowed Content for any purpose, including phonetic equivalents, foreign language equivalents, takeoffs, or abbreviations. The following examples are unacceptable variations: “do’TERRA” or “doughTERRA” or “deTIERRA”.
5. Slogans and Taglines. Wellness Advocates may not add to, subtract from, or modify in any way Company slogans or taglines. For example: Changing “Gift of the Earth” to “Gift from the Earth” or “Earthly Gifts”.
6. Disparaging or Offensive Use. Wellness Advocates may not use Allowed Content in a disparaging, offensive, or injurious manner.
7. Best Light. All Allowed Content must be shown only in the best light, in a manner or context that reflects favourably on the Company and its products.
8. Endorsement or Sponsorship of a Third Party. Wellness Advocates may not use Allowed Content in a manner that would imply the Company’s affiliation with or endorsement, sponsorship, or support of any third party product or service, or any political cause or issue.
9. Use in Computer or Telephone Based Media. The following sections apply to Computer and Telephone Based Media.
a. Headers and Titles. Except in a doTERRA Replicated Website or a doTERRA approved Certified Website, the name “doTERRA” may not be used in any title, subtitle, or header to Computer or Telephone Based Media. doTERRA branded Facebook pages, Instagram pages, Pinterest pins, blogs, or YouTube channels are not permitted.
b. Websites. All Wellness Advocates wishing to have a static online doTERRA presence must meet doTERRA quality standards including for consumer protection. doTERRA provides all of its Wellness Advocates with an approved Replicated Website. To set up your own doTERRA Replicated Website, login to www.mydoterra.com and click on the “My Website” tab, then follow the instructions to customize your site. Additionally, doTERRA Wellness Advocates may only have an independent website using or showing doTERRA trademarks or trade dress (doTERRA name, pictures or logos, doTERRA product names or pictures, etc.) provided that the website does not contain any products or other claims that violate local laws, mislabel doTERRA products, violate any party’s intellectual property rights, violate any doTERRA policy, or have any other material that dōTERRA determines in its sole discretion to be impermissible. The URL for an independent website cannot contain any doTERRA intellectual property.
c. Social Media. Wellness Advocates with a Social Media presence, either personal or business, should review the static content regularly and scrub it to delete any claims in the comment or third party sections that are not legal. doTERRA branded Facebook pages, Instagram pages, Pinterest pins, blogs, or YouTube or Vimeo channels are not permitted.
d. Disclaimer. Except for the doTERRA Replicated Website, each Computer or Telephone Based Media shall clearly indicate that it is not authored by doTERRA, or any of its affiliated companies, and that the owner of the site bears all responsibility for the content.
e. Domain Names. Wellness Advocates may not use doTERRA Intellectual Property name(s) in a domain name without express written approval from the Company, which consent shall be within the sole discretion of the Company. Such use must also be through a written use agreement signed with the Company. Examples of use that are not acceptable: “doTERRA.com”, “doTERRAcompany.com”, “doTERRAcorporate.com”, etc. Wellness Advocates should consult the Media Specific Guidelines of their Local Market.
g. Spam Prohibition. Wellness Advocates may not Spam. Spamming includes, but is not necessarily limited to: 1) sending unsolicited email messages that contain any email or web addresses from a Wellness Advocate’s account to online users; 2) posting message that contain the Wellness Advocate’s service address in new groups that are unrelated to the Wellness Advocate’s products; 3) creating false “from sources” in an email message, or newsgroup posting with the Wellness Advocate’s service address, thereby giving the impression that the message originated from the Company or its network of Wellness Advocates; 4) sending unsolicited emails or faxes to lists of people that are not within the Wellness Advocate’s Organization or with whom the Wellness Advocate has not had a prior business or personal relationship. All Company related email broadcasts must only be sent to Wellness Advocates in the Organization of the Wellness Advocate. Emails must not contain any false representations, income claims, or testimonials.
10. Proper Use of Trademarks. Wellness Advocates must properly use Allowed Content containing doTERRA Intellectual Property, as follows: Trademarks are adjectives used to modify nouns; the noun is the generic name of a product or service. As adjectives, trademarks may not be used in the plural or possessive form. Correct: “You should buy two Zendocrine bottles.” Not Correct: “You should buy two Zendocrines.”
11. Use of Allowed Content. a. Wellness Advocates must include an attribution of dōTERRA’s ownership of its Allowed Content within the credit notice section of a Wellness Advocate’s Sales Aid, personal website, or social media. The following are the correct formats for trademarks: _________ is a registered trademark of doTERRA Holdings, LLC _________ is a trademark of doTERRA Holdings, LLC Wellness Advocates must not represent that doTERRA holds a registered trade mark in Allowed Content distributed in a country unless doTERRA has registered the relevant trade mark in that country.
E. Acknowledgement and Protection of Rights
1. Acknowledgment of Rights. Wellness Advocates agree that all Allowed Content is owned exclusively by doTERRA Holdings, LLC, or licensed to doTERRA Holdings, LLC. Except for the limited rights granted by the Contract for the term of the Contract, Wellness Advocates acknowledge that the Company hereby retains all legal title to and beneficial ownership of and all rights to the intellectual property and all intellectual property rights related thereto for all purposes. Wellness Advocates agree to assist the Company to protect the Company’s rights in the intellectual property at the Company’s request.
2. Agreement to Protect. Wellness Advocates agree to assist the Company to the extent necessary in the procurement of any protection or to protect any of the Company’s rights to the Allowed Content.
3. Assignments. Wellness Advocates agree that nothing contained in the Contract shall be construed as an assignment or grant to the Wellness Advocate of any right, title or interest in or to the Content or Allowed Content, it being understood that all rights relating thereto are reserved by the Company, except for the limited licensed right to use the Allowed Content as expressly provided in the Contract. Wellness Advocates agree that at the termination or expiration of the Contract, Wellness Advocates will be deemed to have assigned, transferred and conveyed to the Company any trade rights, equities, good will, titles or other rights in and to doTERRA Intellectual Property which may have been obtained by Wellness Advocates or which may have vested in Wellness Advocates in pursuance of any endeavours covered hereby, and that Wellness Advocates will execute any instruments requested by the Company to accomplish or confirm the foregoing. Any such assignment, transfer or conveyance shall be without other consideration other than the mutual covenants and considerations of the Contract.
a. Wellness Advocates may not terminate the rights granted to the Company in this Section 12.
b. A Wellness Advocate’s rights granted in this Section 12 may be terminated by the Company upon immediate notice without the opportunity to cure should the Wellness Advocate do any of the following:
(a) File a petition in bankruptcy or petition to take advantage of any insolvency act;
(b) Commit any act of dishonesty;
(c) Fail or refuse to perform any other obligation created by this Contract or any other agreement between the Wellness Advocate and the Company or its affiliates (without prejudice to the right of the Wellness Advocate to determine whether or not they wish to conduct their distributorship at any time and if so their hours of business);
(d) Make any misrepresentations relating to the acquisition of the rights granted herein, or engage in conduct which reflects unfavourably on the Company or upon the operation and reputation of the Company’s business; or (e) Be convicted of a crime or commit any criminal misconduct which is relevant to the Contract.
c. In the event of termination of the licence granted to the Wellness Advocate under this Section 12 for any reason, the Wellness Advocate shall immediately cease all use of the Allowed Content and shall not thereafter use any intellectual property, mark, or trade name similar thereto. Termination of the license under the provisions of this Section 12 shall be without prejudice to any rights which the Company may otherwise have against the Wellness Advocate.
5. Rights are Personal. The rights and duties under this section are personal to the Wellness Advocate and the Wellness Advocate shall not, without the written consent of the Company, which consent shall be granted or denied in the sole and absolute discretion of the Company, be assigned, mortgaged, sublicensed or otherwise encumbered or dealt with by the Wellness Advocate.
6. Remedies. Each Wellness Advocate acknowledges and agrees that compliance with the terms of this Section 12 is necessary to protect the goodwill and other proprietary interests of the Company. Accordingly, Wellness Advocates agree that in the event of any breach of this Section 12:
a. The Company shall be entitled to injunctive relief and/or specific performance;
b. The Wellness Advocate shall not oppose such relief on the grounds that there is an adequate remedy at law; and
c. The Wellness Advocate further acknowledges and agrees that any violation of this rule will inflict immediate and irreparable harm on the Company, that the harm to the Company exceeds any benefit that the Wellness Advocate may derive, and that the Company shall be entitled, in addition to any other remedies that may be available, to immediate, temporary, preliminary and permanent injunctive relief without security, and that such injunctive relief may extend the posttermination period of this restriction for up to one (1) year from the date of the last violation of this provision. The provisions of this Section survive the termination of the Contract. Nothing herein waives any other rights and remedies the Company may have in relation to the use of its Confidential Information or any other violations of the Contract.
F. Additional Advertising Provisions
1. Wellness Advocates may not answer the phone as “doTERRA” or imply they represent the Company or are more than a Wellness Advocate.
2. No advertising may imply that a job position is available at doTERRA.
3. No specific income may be promised.
4. All media inquiries must be immediately referred to the Director of Marketing Communications for the Company.
5. No release shall be made to the news media or to the general public relating to the Contract without the prior written approval of an authorized executive officer for the Company.
6. Upon request, any Sales Aid or other medium which the Wellness Advocate prepared, caused to be prepared, or distributed, which also contains any doTERRA Intellectual Property or Content, must be immediately provided to the Company. Wellness Advocates must retain a copy of all Sales Aids or other advertising material which they distributed, for seven (7) years from the last date of distribution.
7. Wellness Advocates agree to release and discharge the Company, and its successors, assigns, employees, and agents from any and all liability, monetary compensation, claim and/or demand arising out of or in connection with the creation and the use of any Intellectual Property of another, or of the Company, including any claims for defamation or false representations.