Section 22: Miscellaneous

A. Waiver

The waiver by dōTERRA of any Wellness Advocate’s (WA’s) breach of any provision of the Contract must be in writing and will not be construed as a waiver of any subsequent or additional breach. The failure by the Company to exercise any right or prerogative under the Contract will not operate as a waiver of that right or prerogative.

B. Integrated Contract

1. The Contract is the final expression of the understanding and agreement between the Company and an Wellness Advocate (WA) concerning all matters touched upon in the Contract and supersedes all prior and contemporaneous agreements of understanding (both oral and written) between the parties. The Contract invalidates all prior notes, memoranda, demonstrations, discussions and descriptions relating to the subject matter of the Contract. The Contract may not be altered or amended except as provided therein. The existence of the Contract may not be contradicted by evidence of any alleged prior contemporaneous oral or written agreement.

2. Should any discrepancy exist between the terms of the Contract and verbal representations made to any WA by any employee, the express written terms and requirements of the Contract will prevail.

C. Dispute Resolution.

1. Monetary Relief:

a. Amicable settlement: In the event of any dispute, claim, question or disagreement arising from or relating to the Contract or breach thereof, where monetary relief is sought, parties hereto shall use their best efforts to settle the dispute, claim, question or disagreement. To this effect, they shall consult and negotiate with each other in good faith and recognizing their mutual interests attempt to reach a just and equitable solution satisfactory to both parties for a period of 60 days after the receipt of a notice by a party from the other party of the existence of the dispute, claim, question or disagreement. 

b. Mediation: If no solution is reached by amicable settlement within a period of 60 days, then the dispute, claim, question or disagreement shall be submitted to the Singapore Mediation Centre for resolution by mediation in accordance with the Mediation Procedure for the time being in force, unless any of the parties serves a written notice on all the other parties and the Singapore Mediation Centre stating that it does not agree to submit the matter to mediation. The parties agree to participate in the mediation in good faith and undertake to abide by the terms of any settlement reached.

c. Arbitration: If the dispute, claim, question or disagreement still remains unresolved after amicable settlement and mediation, parties shall refer the dispute, claim, question or disagreement to be finally resolved by arbitration in Singapore in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. The Tribunal shall consist of 1 arbitrator, to be appointed by the President of the Court of Arbitration of the SIAC. The arbitration shall be conducted in the English language and the seat or legal place of the arbitration shall be Singapore. The arbitration award(s) rendered by the Tribunal shall be final and binding on the parties. Judgment on the award(s) rendered by the Tribunal may be entered in any court having jurisdiction thereof. This agreement to arbitrate shall survive any termination or expiration of the Contract.

2. Injunctive Relief: Notwithstanding the above dispute resolution provision for monetary relief, nothing herein shall prevent either party from applying to and obtaining from any court having jurisdiction an interlocutory injunction, permanent injunction, or other relief available to safeguard and protect either party’s interest prior to, during, or following any mediation or arbitration or other proceeding.

D. Litigation and Claims. In order to protect dōTERRA, its assets, and its reputation from claims or disputes created by outside (non-Wellness Advocate) third parties, the Company requires that if any WA is charged with any infringement of any proprietary right of any outside third party (who is not an WA) arising from any of the Company’s proprietary assets, or if the WA becomes the subject of any claim or suit related to that WA’s business-related conduct or any other action that directly or indirectly negatively affects or puts the Company, its reputation, or any of its tangible or intangible assets at risk, the affected WA shall immediately notify the Company. The Company may, at its own expense and upon reasonable notice, take whatever action it deems necessary (including, but not limited to, controlling any litigation or settlement discussion related thereto) to protect itself, its reputation, and its tangible and intangible property. The WA shall take no action related to that claim and suit, unless the Company consents, which consent shall not unreasonably be withheld.

E. Governing Law/Jurisdiction. The Contract shall be governed by and construed in accordance with Singapore law.

F. Severance. Any provision of the Contract that is prohibited, judicially invalidated, or otherwise rendered unenforceable in any jurisdiction is ineffective only to the extent of the prohibition, invalidation, or unenforceability in that jurisdiction, and only within that jurisdiction. Any prohibited, judicially invalidated or unenforceable provision of the Contract will not invalidate or render unenforceable any other provision of the Contract, nor will that provision of the Contract be invalidated or rendered unenforceable in any other jurisdiction.

G. Force Majeure. The parties to the Contract shall not be responsible for any failure or delay in the performance of any obligations hereunder caused by acts of God, flood, fire, war or public enemy.

H. Headings. The headings in the Contract are for convenience of reference only and shall not limit or otherwise affect any of the terms or provisions of the Contract.

I. Notices. Unless otherwise provided in the Contract, any notice or other communications requested or permitted to be given under the Contract shall be in writing and shall be delivered personally, transmitted by facsimile or sent by first class, certified (or registered) or express mail, postage prepaid. Unless otherwise provided in the Contract, notices shall be deemed given when delivered personally, or if transmitted by facsimile, one day after the date of that facsimile, or if mailed, five days after the date of mailing to the address of the Company’s headquarters or to the Wellness Advocate’s (WA’s) address as provided on the Wellness Advocate Agreement, unless notice of an address change has been received by the Company. The Company shall have the right, as an alternative method of notice under this Section, to use mailers, Company websites, or other normal channels of communications with WAs.