Section 19: Miscellaneous

Waiver

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

Integrated Agreement

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

Should any discrepancy exist between the terms of the Agreement and verbal representations made to any Wellness Advocate by any employee, the express written terms and requirements of the Agreement will prevail.

Amendments on 30 Days’ Notice

dōTERRA expressly reserves the right to make any amendments or modifications to the Agreement upon thirty days prior written notice in dōTERRA publications, by separate mailing, or through online publication on dōTERRA website(s). Wellness Advocates agree that thirty days after publication of that notice, any amendment or modification becomes effective and is automatically incorporated into the Agreement and/or dōTERRA Compensation Plan, between dōTERRA and its Wellness Advocates, as an effective and binding provision. By continuing to act as a Wellness Advocate, or engaging in any Distributorship activity, including purchasing products, after the amendments or modifications have become effective, and Wellness Advocate acknowledges acceptance of the new Agreement and/or dōTERRA Compensation Plan terms

Wellness Advocates Bound by Amendments

Wellness Advocates will be bound by any amendments to this P&P, the Agreement, and/or the dōTERRA Compensation Plan upon notification of amendments through any of dōTERRA’s official channels of communication including dōTERRA’s website, emails, newsletters, or other publications or mail to the Wellness Advocate. Ordering products or accepting commission payments confirms a Wellness Advocate’s ongoing acceptance of the Agreement and any amendments, and the agreement to be bound by the Agreement.

Mandatory Arbitration and Dispute Resolution

EXCEPT AS MAY BE PROVIDED OTHERWISE BY THIS P&P, ANY CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER SUCH CLAIM ARISES IN TORT, CONTRACT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED BY BINDING AND CONFIDENTIAL ARBITRATION ADMINISTERED BY THE ADR CHAMBERS ARBITRATION RULES BEFORE A SINGLE ARBITRATOR. WELLNESS ADVOCATES HEREBY WAIVE THEIR RIGHTS TO TRIAL BY JURY OR BY ANY COURT EXCEPT AS EXPRESSLY PROVIDED HEREIN. THE HEARING SHALL OCCUR NOT LATER THAN ONE HUNDRED AND EIGHTY (180) DAYS FROM THE DATE THE DEMAND IS MADE, ABSENT AGREEMENT BY THE PARTIES OR EXTRAORDINARY CIRCUMSTANCES, WITH A JUDGMENT ON THE AWARD ENTERED WITHIN THIRTY (30) DAYS AFTER THE CONCLUSION OF THE HEARING. THE ARBITRATION SHALL BE CONDUCTED IN A LOCATION REASONABLY ACCESSIBLE TO THE WELLNESS ADVOCATE OR AT THE WELLNESS ADVOCATE’S OPTION IN TORONTO, ONTARIO, CANADA. HOWEVER, THE JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF

Either party may initiate Arbitration by providing a Notice to Arbitrate to the other party:

a. The notice must include a description of the Dispute and the relief sought to be recovered. A sample of a Notice to Arbitrate can be found at:

b. https://adrchambers.com/arbitration/notice-of-arbitration/ (“Notice to Arbitrate”);

c. Three copies of the Notice to Arbitrate, plus the appropriate filing fee, must also be sent to:

d. ADR Chambers, 180 Duncan Mill Road, 4th Fl., Toronto, ON M3B 1Z6;

e. One copy of the Notice to Arbitrate must be sent to the other party in accordance with the notice section hereinafter set out, or as otherwise agreed by the parties.

THE ARBITRATOR SHALL HAVE COMPLETE DISCRETION OVER THE DISCOVERY AND PRODUCTION PROCESS. COPIES OF THE ADR CHAMBERS ARBITRATION RULES MAY BE DOWNLOADED AT: http://adrchambers.com, EXCEPT THAT THE ADR CHAMBERS MAY NOT ADMINISTER ANY MULTIPLE CLAIMANT OR CLASS ARBITRATION. IN THIS REGARD THE PARTIES SPECIFICALLY AGREE THAT THEY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING INCLUDING WITHOUT LIMITATION ANY CLASS ACTION OR CLASS ARBITRATION. AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIM WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING. THE ADR CHAMBERS MAY NOT ADMINISTER ANY MULTIPLE CLAIMANT OR CLASS ARBITRATION AS THE PARTIES SPECIFICALLY AGREE THAT THE ARBITRATION SHALL BE LIMITED TO THE RESOLUTION ONLY OF INDIVIDUAL CLAIMS. THE ARBITRATOR HAS THE DISCRETIONARY AUTHORITY TO AWARD THE COSTS OF THE ARBITRATION, THE ARBITRATOR’S FEES, AND ANY REASONABLE AND NECESSARY LEGAL FEES INCURRED IN CONNECTION WITH A DISPUTE RESOLVED IN FAVOR OF THE PREVAILING PARTY. THE COSTS OF INITIATING THE ARBITRATION SHALL BE BORNE BY THE PARTY INITIATING ARBITRATION, WITH ALL REMAINING COSTS AND FEES SPLIT EQUALLY BETWEEN THE PARTIES UP THROUGH ISSUANCE OF A FINAL AWARD. WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW ANALYSIS, THE PARTIES AGREE THE AGREEMENT, AND ANY MATTER ARISING OUT OF OR RELATING TO OR INVOLVING THE AGREEMENT THAT IS SUBMITTED TO ARBITRATION, WILL BE GOVERNED BY THE LAWS OF THE PROVINCE OF ONTARIO, INCLUDING WITHOUT LIMITATION THE ARBITRATION ACT, 1991, S.O. 1991, c.17 AS AMENDED. UNLESS OTHERWISE STIPULATED BY ALL PARTIES THERETO, THE PARTIES AND THE ARBITRATOR SHALL MAINTAIN THE CONFIDENTIALITY OF THE ARBITRATION PROCEEDINGS AND SHALL NOT DISCLOSE TO ANY THIRD PARTY THE SUBSTANCE OF, OR BASIS FOR, THE CONTROVERSY, DISPUTE, OR CLAIM; THE SUBSTANCE OR CONTENT OF ANY SETTLEMENT OFFER OR SETTLEMENT DISCUSSIONS OR OFFERS ASSOCIATED WITH THE DISPUTE; THE PLEADINGS, OR THE CONTENT OF ANY PLEADINGS, OR EXHIBITS THERETO, FILED IN ANY ARBITRATION PROCEEDING; THE CONTENT OF ANY TESTIMONY OR OTHER EVIDENCE PRESENTED AT AN ARBITRATION HEARING OR OBTAINED THROUGH DISCOVERY IN AN ARBITRATION; THE TERMS OR AMOUNT OF ANY ARBITRATION AWARD; AND THE RULINGS OF THE ARBITRATOR ON ANY PROCEDURAL AND/OR SUBSTANTIVE ISSUES INVOLVED IN THE CASE.

THE PARTIES FURTHER AGREE THAT NO ARBITRATOR HAS THE AUTHORITY TO (1) AWARD RELIEF IN EXCESS OF WHAT THE P&P PROVIDE; (2) AWARD CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES NOT MEASURED BY THE PREVAILING PARTY'S ACTUAL, DIRECT DAMAGES; OR (3) ORDER CONSOLIDATION OR CLASS ARBITRATION, CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.

NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE POLICIES OR THE CONTRACT SHALL PREVENT DOTERRA FROM APPLYING TO AND OBTAINING FROM ANY COURT HAVING JURISDICTION A WRIT OF ATTACHMENT, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, RELIEF PURSUANT TO THE ONTARIO RULES OF CIVIL PROCEDURE OR OTHER EQUITABLE RELIEF TO SAFEGUARD AND PROTECTDOTERRA’S INTERESTS AND RIGHTS, INCLUDING WITHOUT LIMITATION, RIGHTS WITH RESPECT TO CONFIDENTIAL INFORMATION, LOGOS, TRADEMARKS AND COPYRIGHTED MATERIALS AT ANY TIME PRIOR TO, DURING, OR FOLLOWING THE FILING OF ANY ARBITRATION PROCEEDING. NOTWITHSTANDING THE BROAD DELEGATION OF AUTHORITY TO AN ARBITRATOR HEREIN, A COURT MAY DETERMINE DOTERRA’S RIGHTS WITH RESPECT TO:

a. A TRADE SECRET MISAPPROPRIATION;

f. A TRADEMARK INFRINGEMENT;

g. A COPYRIGHT INFRINGEMENT;

h. BREACH OF THE CONFIDENTIAL INFORMATION PROVISIONS HEREIN.

THE INSTITUTION OF ANY ACTION FOR EQUITABLE RELIEF UNDER THIS PROVISION OR TO ENFORCE AN AWARD OR ORDER SHALL NOT CONSTITUTE A WAIVER OF THE RIGHT OR OBLIGATION OF ANY PARTY TO SUBMIT ALL CLAIMS TO ARBITRATION.

IF ANY WELLNESS ADVOCATE INITIATES LITIGATION OUTSIDE OF ARBITRATION IN VIOLATION OF THE PROVISIONS OF THIS SECTION, AND UPON DEMAND BY DOTERRA FAILS TO SUBMIT THE MATTER TO ARBITRATION, THE WELLNESS ADVOCATE SHALL BE LIABLE TO DOTERRA FOR ALL COSTS, EXPENSES, AND LEGAL FEES INCURRED IN COMPELLING ARBITRATION OF THE MATTER.

THIS SECTION SHALL INURE TO THE BENEFIT OF DOTERRA AND ALL OF ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, AGENTS, EMPLOYEES, ATTORNEYS, SUCCESSORS, AND ASSIGNS, ANY OF WHOM SHALL BE ENTITLED TO INVOKE OR SEEK ENFORCEMENT OF THESE PROVISIONS, AND SHALL COVER ALL CLAIMS ASSERTED AGAINST ANY OF THEM THAT ARISE OUT OF OR RELATE TO THE AGREEMENT.

TO THE EXTENT THIS ARBITRATION PROVISION OR ANY PORTION THEREOF IS DETERMINED TO BE IN VIOLATION OF OR UNENFORCEABLE TO ANY EXTENT UNDER ANY PROVINCIAL OR FEDERAL LAW, THE PARTIES AGREE THAT SUCH PROVISION OR PORTION IS SEVERABLE AND MAY BE REVISED TO BE CONSISTENT WITH APPLICABLE LAW AND TO EFFECTUATE TO THE MAXIMUM EXTENT POSSIBLE THE ORIGINAL TERMS AND INTENT OF THIS PROVISION.

Prior to initiating any arbitration as set out above, the parties shall use their best efforts to settle any claim, controversy, dispute, question, or disagreement and 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 the parties do not reach such solution within a period of thirty (30) days, then either party can request a confidential nonbinding mediation. One individual who is mutually acceptable to the parties shall be appointed as a mediator. If the parties cannot agree on a mediator, the complaining party shall request a mediator be appointed by the ADR Chambers above. The mediation shall occur within thirty (30) days from the date on which the mediator is appointed. The mediator’s fees and costs as well as the costs of holding and conducting the mediation, shall be divided equally between the parties. Each party shall pay its portion of the anticipated shared fees and costs at least ten (10) days in advance of the mediation. Each party shall pay its own legal fees, costs and individual expenses associated with conducting and attending the mediation.

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, dōTERRA 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 dōTERRA'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 dōTERRA, its reputation, or any of its tangible or intangible assets at risk, the affected Wellness Advocate shall immediately notify dōTERRA. dōTERRA 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 dōTERRA consents, which consent shall not unreasonably be withheld.

Governing Law, Jurisdiction, and Venue

The Agreement, its interpretation and enforcement, and all claims arising out of or relating to the Agreement, whether asserted in law or equity, contract-based, tort-based, or otherwise, and including substantive claims or defenses asserted within any arbitration proceeding, shall be governed by the laws of the Province of Ontario without regard to choice of law or conflicts of law principles. Procedural matters in any arbitration proceeding shall be governed by the ADR Chambers Arbitration Rules. Mandatory and exclusive jurisdiction and venue of any claim, dispute, matter, controversy, or action between dōTERRA and any Wellness Advocate that is not subject to arbitration shall be in the Superior Court of Ontario commenced in Toronto, Ontario to the exclusion of all other venues and forums, and Wellness Advocate’s hereby waive any and all objections to such venue, including personal jurisdiction and forum non conveniens. The institution of an action or proceeding by a Wellness Advocate against dōTERRA in another venue or forum in violation of this provision shall be a material breach of the Agreement causing dōTERRA irreparable harm, and the Wellness Advocate’s agree and stipulate that dōTERRA shall be entitled to temporary, preliminary, and permanent anti-suit injunctive relief to enforce this provision. Wellness Advocate’s 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 Agreement 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’s waive any and all claims or rights to have any other statute of limitation apply.

Severance

Any provision of the Agreement 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 Agreement will not invalidate or render unenforceable any other provision of the Agreement, nor will that provision of the Agreement be invalidated or rendered unenforceable in any other jurisdiction.

Force Majeure

The parties to the Agreement 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.

Headings

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

Notices

Unless otherwise provided in the Agreement, any notice or other communications requested or permitted to be given under the Agreement 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 Agreement, 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 dōTERRA's headquarters or to the Wellness Advocate's address as provided on the Wellness Advocate Application and Agreement, unless notice of an address change has been received by dōTERRA. dōTERRA shall have the right, as an alternative method of notice under this Section, to use mailers, dōTERRA websites, or other normal channels of communications with Wellness Advocates.