LIVE ULTIMATE INDEPENDENT AMBASSADOR AGREEMENT

Your Status as a Live Ultimate independent Ambassador is temporary. You must submit a properly completed IRS Form W-9 to Live Ultimate within 90 days from the date of your application. Failure to submit a W-9 will result in the termination of your Live Ultimate business.
This Independent Ambassador Agreementsetsforth the terms and conditions that govern the contractual relationship between Live Ultimate, Inc. (“Live Ultimate” or “Company”) and the Independent Ambassador (“Ambassador”) submitting this agreement. Live Ultimate and Ambassador are collectively referred to below as the “Parties” and may each be referred to as a “Party.”

Becoming an Ambassador

  • I understand that as an Independent Ambassador (“Ambassador”) for Live Ultimate, Inc. (hereinafter “Live Ultimate”):
    • I have the right to sell, and solicit orders for, Live Ultimate products in accordance with these Terms and Conditions and I understand that it is within the exclusive right of Live Ultimate to accept or reject orders that I submit
    • I have the right to enroll persons as Ambassadors in Live Ultimate.
    • If qualified, I have the right to earn commissions pursuant to the Live Ultimate Compensation Plan.
  • I agree to present the Live Ultimate Compensation Plan and Live Ultimate products and services as set forth in official Live Ultimate literature.
  • I have carefully read and agree to comply with the Live Ultimate Policies and Procedures and the Live Ultimate Compensation Plan, each of which are incorporated into and made a part of this Independent Ambassador Agreement (these three documents shall be collectively referred to as the “Agreement”). I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Live Ultimate. I understand that the Agreement, as well as the annual Replicated Website and Back-Office subscription fee, may be amended at the sole discretion of Live Ultimate, and I agree to abide by all such amendments. Notification of amendments shall be posted in my Live Ultimate Back-Office. Amendments shall become effective 20 days after notice of the amendments is posted, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of my Live Ultimate business or my acceptance of bonuses or commissions after the effective date of amendments shall constitute my acceptance of any and all amendments. Live Ultimate may also require Ambassador to accept and agree to be bound by any amendments.
  • Independent Contractor Relationship

  • I agree that as a Live Ultimate Ambassador I am an independent contractor, and not an employee, Ambassador, legal representative, or franchisee of Live Ultimate. I agree that I will be solely responsible for paying all expenses that I incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF LIVE ULTIMATE FOR FEDERAL OR STATE TAX PURPOSES. Live Ultimate is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind. I understand that I am not entitled to workers compensation or unemployment security benefits of any kind from Live Ultimate.
  • Ambassador Business Practices

  • Use of Company Trademarks. The name “Live Ultimate” and other names and logos used by Live Ultimate are proprietary trade names, trademarks and service marks solely and exclusively owned by Live Ultimate (the “Company Marks”). Live Ultimate grants to Ambassador a limited, nonexclusive, non-transferable license to use the Company Marks during the term of this Agreement provided that such use complies with the provisions of this Agreement. Ambassador shall not use anything confusingly similar to the Company Marks in any email address, website domain name, or social media name or address. Ambassador shall also not use any Company Marks or any derivatives or variations of such marks or anything confusingly similar with any pay-per-click or other search engine optimization strategy.
  • Confidential Information. Ambassador acknowledges that Live Ultimate may provide Ambassador with proprietary or non-public information and reports relating to Ambassador’s sales activity, other Ambassadors, Products or customers (“Confidential Information”). Confidential Information shall include, but not be limited to, reports and compilations generated by Live Ultimate that are made available to Ambassador, contact and earnings information of other Ambassadors, sales information, forecasts, projections or other materials furnished or prepared by Live Ultimate for Ambassador’s use.

    Ambassador acknowledges that Live Ultimate is the sole owner of any and all Confidential Information provided to Ambassador pursuant to this Agreement. In this regard, Ambassador shall: (i) not directly or indirectly divulge, disclose, disseminate, distribute, license, sell, use or otherwise make known any Confidential Information to any third party or person or entity not expressly authorized or permitted by Live Ultimate to receive such Confidential Information; (ii) use best efforts to prevent disclosure of any Confidential Information to any third party and exercise the highest degree of care and discretion in accordance with all express duties hereunder to prevent the same; and (iii) not directly or indirectly make any use whatsoever of the Confidential Information, except for purposes of performing services under this Agreement. The parties each acknowledge that the restrictions in this paragraph are reasonable efforts of Live Ultimate to protect and maintain the Confidential Information. The obligation of Ambassador regarding confidentiality shall survive for so long as Live Ultimate may, in its sole discretion, consider the Confidential Information to be confidential.
  • Ambassador shall not directly or indirectly utilize Confidential Information in connection with any other business or commercial venture or the marketing or promotion of another company’s products or services. Similarly, Ambassador shall not directly or indirectly utilize Confidential Information to solicit other Ambassadors or customers to join another direct sales company or purchase products or services from another company.
  • Non-Disparagement. During the term of this Agreement, Ambassador agrees to refrain from making negative, disparaging, untrue or misleading statements or comments about Live Ultimate its Products, the Live Ultimate Compensation Plan or Live Ultimate’s officers, employees or other Ambassadors
  • Non-Solicitation. During the term of this Agreement and one (1) year following the termination of this Agreement, Ambassador agrees to not directly or indirectly solicit any Live Ultimate Ambassador to (i) join, enroll or affiliate with another direct sales company; or (ii) terminate or alter the Ambassador’s business relationship with Live Ultimate. In this paragraph, “solicit” is defined to include the direct or indirect, actual or attempted, solicitation, encouragement, or effort to influence another Ambassador to participate in another direct selling business opportunity, even if the Ambassador’s actions are in response to an inquiry made by another Ambassador. In this paragraph “direct sales company” is defined to include a network marketing, multilevel marketing, party plan or social media company that sells products or services through independent sales representatives.
  • Term and Termination

  • The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures). You renew your Live Ultimate business annually by paying the annual technology fee for your Back-Office and Replicated Website subscription.
  • If your Live Ultimate business is canceled or terminated for any reason, you will permanently lose all rights as an Ambassador. You shall not be eligible to sell Live Ultimate products and services nor shall be eligible to receive commissions, bonuses, or other income resulting from the activities or the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization.
  • Live Ultimate reserves the right to terminate all Ambassador Agreements upon 30 days’ notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Notwithstanding any other provision in this Agreement, upon any breach by Ambassador of this Agreement, Live Ultimate reserves the right, in addition to any available legal or equitable right or remedy, to terminate this Agreement upon written notice to Ambassador. Ambassador has the right to terminate this Agreement at any time for any reason. Notice of termination shall be submitted electronically or in writing to Live Ultimate’s corporate office.
  • Return of Unsold Inventory by Terminating Ambassador. Upon any termination of this Agreement, an Ambassador may return any unsold Products that the Ambassador purchased from Live Ultimate within the 12-month period preceding the date of termination for a refund. [12-month requirement not applicable to residents of Maryland, Wyoming, Massachusetts and Puerto Rico]. An Ambassador may only return Products that are current and in resalable condition. “Current and Resalable Condition” means any Product being offered for sale by Live Ultimate on the date it receives the unsold Product from the terminating Ambassador, the items are returned in original packaging with product tags, the items have not been altered or damaged, and the items have ample shelf life remaining (i.e., not less than eight (8) months). After Live Ultimate’s receipt of the Products, Live Ultimate will refund 90% of the net cost of the original purchase price, less shipping charges. The refund will be credited back to the same method of payment used by Ambassador for the original order. Any returned Products that Live Ultimate determines are not in resalable condition will be shipped back to Ambassador at Ambassador’s expense Backoffice and replicated website fees are not refundable except as may be required under applicable state law.
  • Miscellaneous

  • I may not assign any rights under the Agreement without the prior written consent of Live Ultimate. Any attempt to transfer or assign the Agreement without the express written consent of Live Ultimate renders the Agreement voidable at the option of Live Ultimate and may result in termination of my business.
  • Neither Party, its parent and/or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall be liable to the other for consequential or exemplary damages for any claim or cause of action relating to the Agreement or the use of Live Ultimate’s products, even if the party has been advised of the likelihood of such damage.
  • The Agreement, in its current form and as may be amended, including the Policies & Procedures and Live Ultimate Compensation Plan, constitutes the entire contract between Live Ultimate and myself and supersedes all prior and contemporaneous agreements, representations and understandings between the Parties. To the extent that the terms or conditions of any documents incorporated by reference into this Agreement conflict with these terms or conditions, these terms and conditions shall control.
  • Any waiver by either Party of any breach of the Agreement must be in writing and signed by an authorized agent of the Party against which the waiver is asserted. Any waiver of a breach by a Party shall be a one-time waiver only and shall not operate or be construed as a waiver of any subsequent breach.
  • If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Agreement will remain in full force and effect.
  • Maryland Residents: A participant may cancel the contract for any reason within 3 months after the date of receipt of goods or services first ordered; upon cancellation, the Company shall repurchase the goods; and the repurchase price shall be at least 90% of the original price paid by the participant.
  • Montana Residents: A Montana resident may cancel his or her Ambassador Agreement within 15 days from the date on which this application is submitted, and may return his or her sales kit within such time period and is entitled to a full refund for the sales kit and for any other consideration he/she paid within such time period to participate in the program.
  • Louisiana, Massachusetts and Wyoming Residents: If you cancel your Ambassador Agreement, upon receipt of your written request, Live Ultimate will refund 90% of the costs you have incurred to participate in the program during the current year.
  • I agree to release Live Ultimate and its affiliates from all liability arising from or relating to my promotion or operation of my Live Ultimate business and any activities related to it (e.g., the presentation of Live Ultimate products or Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Live Ultimate for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.
  • I grant Live Ultimate an irrevocable license to reproduce and use my name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums, and I waive all claims for remuneration for such use. I further waive my right to inspect or approve all draft, beta, preliminary, and finished material.
  • I certify that I am at least18 years of age.
  • GOVERNING LAW AND DISPUTE RESOLUTION

  • This Agreement, including any procedural or substantive rights in any arbitration, shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to principles of conflicts of laws. The Federal Arbitration Act shall otherwise govern all matters relating to arbitration.
  • AGREEMENT TO ARBITRATE. THE PARTIES MUTUALLY AGREE THAT ANY CLAIM BETWEEN THEM SEEKING DAMAGES OF $25,000 OR MORE ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING THE LIVE ULTIMATE POLICIES AND PROCEDURES, THE LIVE ULTIMATE COMPENSATION PLAN, LIVE ULTIMATE PRODUCTS OR THE RIGHTS OF THE PARTIES UNDER THIS AGREEMENT WHICH CANNOT BE RESOLVED BY NEGOTIATION OR MEDIATION SHALL BE RESOLVED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR FILED WITH AND ADMINISTERED BY JAMS AND RESOLVED PURSUANT TO THE JAMS COMPREHENSIVE ARBITRATION RULES COMMERCIAL RULES. BY AGREEING TO ARBITRATE, THE PARTIES EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY.
    • In the event JAMS is unwilling or unable to hear the dispute, the Parties shall agree to, or an appropriate court shall select, another arbitration provider. Unless otherwise agreed upon by the Parties, any arbitration hearing shall take place in Miami Beach, Florida, although either party may elect to participate in the arbitration by telephone. The Party filing the Demand for Arbitration shall be responsible for the initial filing fees and costs charged by JAMS and the respondent shall be responsible for payment of filing fees for any Cross-Complaint or Counterclaim. The Parties shall share equally the costs of case management fees, arbitrator fees or other fees charged by JAMS other than the filing fees referenced above. The Parties shall bear their own costs for attorney’s fees, court reporter fees, transcript fees and other litigation costs.
    • Although this agreement to arbitrate is made and entered into between the Ambassador and Live Ultimate, Live Ultimate’s affiliates, owners, members, managers, and employees (“Related Parties”) are intended third party beneficiaries of the Agreement, including this agreement to arbitrate.
    • This agreement to arbitrate shall survive the termination of this Agreement. Any issues related to the arbitrability of any claim, or the scope, validity or enforceability of this agreement to arbitrate shall be determined by the arbitrator. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery via courier. The Demand for Arbitration must include a statement of the legal and factual basis of the claim(s) to be arbitrated. The parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure and the parties shall be permitted to bring motions under FRCP Rules 12 and 56. With the exception of discussing the nature of any claims or defenses with bona fide witnesses to the disputes, neither party shall disclose the contents of pleadings, discovery responses, depositions, hearing testimony, rulings or the Final Award related to the arbitration proceeding. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a final judgment in a court of competent jurisdiction.
  • Class Action Waiver. Ambassador agrees that by entering into the above agreement to arbitrate Ambassador is waiving his or her right to have any dispute or claim brought, heard or arbitrated as a class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, or any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. The Parties agree that an arbitrator shall not have any authority to hear or arbitrate any class or collective action. The Parties agree that any claim that all or part of this class action waiver is unenforceable shall be determined by a state or federal court located in Miami Beach, Florida and not by an arbitrator. The Parties further agree that if a court determines that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.
  • Notwithstanding the Parties’ agreement to arbitrate, either Party may bring an action in a state or federal court located in Miami Beach, Florida if the total damages sought are not more than $25,000, or to obtain a restraining order, temporary or permanent injunction, or other equitable relief that may not otherwise be available to either party in arbitration. The Parties may also seek judicial enforcement of an arbitration award in any court of competent jurisdiction
  • The Parties agree that the state and federal courts located in Miami Beach, Florida shall be the sole and exclusive venue and forum for any lawsuit or court proceeding between the Parties and each Party consents to personal jurisdiction in such courts and waive any and all objections to venue, jurisdiction or forum that might otherwise be available to either Party.
  • Louisiana Residents: Notwithstanding any other provision of this Agreement, if the Ambassador is a resident of Louisiana, the applicable law, jurisdiction and venue of any dispute between the parties arising from this Agreement shall be pursuant to Louisiana law.
  • If either Party wishes to bring an action against the other Party for any act or omission relating to or arising from the Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action, or the shortest time permissible under state law. Failure to bring such action within such time shall bar all claims for such act or omission.

NOTICES

Unless otherwise provided in this Agreement, any notice or other communication required to be given pursuant to this Agreement shall be in writing and shall be deemed delivered to the other Party (i) upon personal delivery or delivery by professional courier; (ii) when sent by confirmed facsimile or electronic mail; or (iii) if mailed by registered, certified or express mail to Live Ultimate, 1680 Michigan Avenue, Suite 700, Miami Beach, Florida 33139 or to Ambassador at the current address on file provided by Ambassador to Live Ultimate. If by mail, delivery shall be deemed effective by the date shown on the return receipt or if there is no receipt three (3) days after the date of mailing.
By clicking “I Agree” I (i) acknowledge that I have read, understand and agree to the terms and conditions set forth in this Independent Ambassador Agreement; (ii) certify that all information I have provided in connection with my application to become a Live Ultimate Independent Ambassador is true and correct; and (iii) by clicking “I Agree” I intend to enter into a legally binding agreement with Live Ultimate, Inc.