A. Delivery – Risk and Title
dōTERRA will Deliver the products to a Wellness Advocate. Risk in and title to the products shall pass from dōTERRA to the Wellness Advocate when the products are received by the Wellness Advocate from dōTERRA or its nominated representative. The Wellness Advocate will be deemed to have received the products when they have signed a delivery slip, proof of receipt, or similar item.
The waiver by dōTERRA of any Wellness Advocate'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.
C. Integrated Contract
1. The Contract is the final expression of the understanding and agreement between the Company and a Wellness Advocate 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 Wellness Advocate by any employee, the express written terms and requirements of the Contract will prevail.
D. Dispute Resolution. In the event of any dispute, claim, question, or disagreement, or which arises from or relates to the Contract or the breach thereof, including any question regarding its existence, validity or termination of the Contract, the 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. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally resolved by arbitration under the United Nations Commission on International Trade Law (UNCITRAL) Arbitration Rules , which Rules are deemed to be incorporated by reference into this clause. In the event of a dispute arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, then upon written notice from one party to the other party the dispute shall be settled by arbitration. The Parties may agree on the arbitration procedure and on the arbitrator and, failing agreement within 5 business days of the afore-mentioned notice, the arbitration shall be conducted in accordance with the United Nations Commission on International Trade Law (“UNCITRAL”) Arbitration Rules in force at the time of the dispute. Unless agreed otherwise the arbitration shall be administered by the Parties. The appointing authority in terms of the UNCITRAL Arbitration Rules shall be the Association of Arbitrators (Southern Africa). The number of arbitrators shall be one (1). The place of arbitration shall be Johannesburg. Nothing in this clause shall preclude either party from seeking interim and/or urgent relief from a Court of competent jurisdiction and to this end the Parties hereby consent to the jurisdiction of the High Court of South Africa (South Gauteng High Court, Johannesburg).
E. 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 Wellness Advocate is charged with any infringement of any proprietary right of any outside third party (who is not a Wellness Advocate) arising from any of the Company's proprietary assets, or if the Wellness Advocate becomes the subject of any claim or suit related to that Wellness Advocate'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 Wellness Advocate 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 Wellness Advocate shall take no action related to that claim and suit, unless the Company consents, which consent shall not unreasonably be withheld.
F. Limitations. Wellness Advocates agree that, notwithstanding any statute of limitation to the contrary, any claim or action a Wellness Advocate may wish to bring against dōTERRA for any act or omission relating to the Contract must be brought within one (1) year from the date of the alleged act or omission giving rise to the claim or cause of action. Failure to bring such action within the permitted time shall act as a bar against all claims against dōTERRA for such act or omission. The Wellness Advocate waives any and all claims or rights to have any other statute of limitation apply.
G. 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.
H. 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.
I. 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.
J. 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 address as provided on the Wellness Advocate Agreement Form, 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 Wellness Advocates.