Affiliate Terms & Policies

Affiliate Terms & Policies

CENTRALBRU™ LLC
AFFILIATE TERMS & POLICIES

The Agreement. The term “Agreement” collectively refers to these Terms and Policies, the Centralbru affiliate Compensation Plans, and the Centralbru Business Entity Addendum (the Business Entity Addendum is only applicable to Affiliates who enroll as a business entity, in their current form and as may be amended in the future at the Company’s discretion. Centralbru Affiliates shall be referred to herein as “Affiliates.” Throughout these Terms & Policies, Centralbru, Inc. shall be referred to as “Centralbru” or the “Company.” Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.

Your Status as a Centralbru Affiliate is temporary. You must submit a properly completed Form for W9 to Centralbru within 60 days from the date of your application. Failure to submit form will result in the cancellation of your Centralbru Affiliate Agreement. You must email the form to info@centralbru.com with (Tax info) in the subject line. If you fail to submit your form within sixty days from the date of enrollment your Centralbru Affiliate business will be cancelled.

Adherence to the Agreement. Affiliates must comply with the Agreement. If you have not yet reviewed the Terms and Policies at the time you execute this Agreement, they are posted in the website legal within the website footer. You must review the Terms and Policies within five days from the date on which you execute this Agreement. If you do not agree to the Terms and Policies, your sole recourse is to notify the Company and cancel your Centralbru Affiliate Agreement. Failure to cancel constitutes your acceptance of the Terms and Policies. You must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Centralbru.

Amendments to the Agreement. The Company reserves the right to amend the Agreement at its discretion. Amendments shall be effective 30 days after notice and publication, but amendments shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. If you do not agree to any amendments, your sole recourse is to cancel your Centralbru Affiliate Agreement.

o   Have the right to sell, and solicit orders for, Centralbru products in accordance with these Terms and Policies. It is within the exclusive right of Centralbru to accept or reject orders submitted by Affiliates;

o   Have the right to enroll others as Centralbru Affiliates (only certain affiliate types have this right);

o   Have the right to earn commissions pursuant to the Centralbru Affiliate Compensation Plans.

Affiliates’ Rights. Affiliates for Centralbru, (hereinafter “Centralbru” or the “Company”):

Independent Contractor Status. Affiliates are independent contractors and not employees, partners, legal representatives, or franchisees of Centralbru. Affiliates are solely responsible for paying all expenses they incur, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other business expenses.  AFFILIATES SHALL NOT BE TREATED AS A CENTRALBRU EMPLOYEE FOR FEDERAL OR STATE TAX PURPOSES. Centralbru is not responsible for withholding and shall not withhold or deduct taxes of any kind from Affiliates’ compensation. Affiliates are not entitled to workers compensation or unemployment security benefits of any kind from Centralbru.

Assignment of Rights and Delegation of Duties. Affiliates may not assign any rights under the Agreement without the prior written consent of Centralbru. Any attempt to transfer or assign the Agreement without the express written consent of Centralbru renders the Agreement voidable at the option of Centralbru and may result in termination of your Centralbru Affiliate business.

If the assets of Centralbru, or a controlling ownership interest in Centralbru, is transferred to a third party, Centralbru may assign its rights and delegate its duties and obligations under the Agreement to such third party as part of the sale or transfer.

  1. 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.

Waiver of Right of Publicity. Affiliates grant Centralbru an irrevocable license to reproduce and use their name, photograph, video, personal story, testimonial, and/or likeness in its advertising or promotional materials, including but not limited to use in online forums. Affiliates waive all claims for remuneration for such use and all rights to inspect or approve all draft, beta, preliminary, and finished material.

Minimum Age.  Persons under age 18 may not be Affiliates and no Affiliate shall knowingly sponsor (refer), or attempt to sponsor (refer), any person under age 18.

  1. If any provision of the Agreement, in its current form or as amended, is held void or unenforceable, only the void or unenforceable portion(s) of the provision shall be severed from the Agreement and the remaining provisions shall remain in effect. The severed provision shall be reformed so that it follows the law and reflects the purpose of the original provision as closely as possible. The existence of any claim or cause of action of an Affiliate against Centralbru shall not constitute a defense to Centralbru’s enforcement of any term or provision of the Agreement.

Term and Renewal of a Centralbru Affiliate Business. The initial term of this Agreement is one year from the date of enrollment. Thereafter, the agreement will be on a month to month basis.

Centralbru reserves the right to terminate any/all Affiliate 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 select affiliate channels.

An Affiliate has a right to cancel at any time, regardless of reason. Cancellation must be submitted in writing to the email address info@centralbru.com with subject line (Affiliate agreement cancellation).

General Conduct. Affiliates shall safeguard and promote the good reputation of Centralbru and its products, and must avoid all illegal, deceptive, misleading, unethical or immoral conduct or practices, and must exhibit high moral character in their personal and professional conduct. Affiliates shall not engage in any conduct that may damage the Company’s goodwill or reputation. While it is impossible to specify all misconduct that would be contrary to this provision, and the following list is not a limitation on the standards of conduct to which Affiliates must adhere pursuant to this section, the following standards specifically apply to Affiliates’ activities:

o   Deceptive conduct is always prohibited. Affiliates must ensure that their statements are truthful, fair, accurate, and are not misleading;

o   If an Affiliate’s Centralbru Agreement is cancelled for any reason, the Affiliate must discontinue using the Centralbru name, and all other Centralbru intellectual property, and all derivatives of such intellectual property, in postings on all Social Media, websites, or other promotional material.

o   Affiliates may not represent or imply that any state or federal government official, agency, or body has approved or endorses Centralbru, its program, or products.

o   Affiliates must not engage in any illegal, fraudulent, deceptive, or manipulative conduct in their business or their personal lives that, in the Company’s sole discretion, could damage the Company’s reputation or the culture that exists within the field sales force.

Social Media. In addition to meeting all other requirements specified in these Terms & Policies, should an Affiliate utilize any form of social media in connection with his/her Centralbru business, including but not limited to blogs, Facebook, Instagram, Twitter, Linkedin, YouTube, or Pinterest, the Affiliate agrees to each of the following:

  • Affiliates are responsible for the content of all material that they produce and all of their postings on any social media site, as well as all postings on any social media site that they own, operate, or control.
  • Affiliates shall not make any social media postings, or link to or from any postings or other material that is sexually explicit, obscene, pornographic, offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise), is graphically violent, is solicitous of any unlawful behavior, that engages in personal attacks on any individual, group, or entity, or is in violation of any intellectual property rights of the Company or any third party.
  • No product sales may occur on or through any social media site. To process sales, a social media site must link only to the Affiliate’s Centralbru replicated website, Centralbru’s corporate website or an official Centralbru corporate social media page.
  • It is each Affiliate’s responsibility to follow the social media site’s terms of use.
  • Any social media site that is directly or indirectly operated or controlled by an Affiliate that is used to discuss or promote Centralbru’s products may not link to any website, social media site, or site of any other nature that promotes the products, services, or business program of any direct selling company.
  • If an Affiliate creates a business page on any social media site to promote or relates to Centralbru and it's products, the page may not promote or advertise the products of another related business other than Centralbru and its products. If the Affiliate’s Centralbru business is cancelled for any reason or if the Affiliate becomes inactive, the Affiliate must deactivate the page.
  • Affiliates shall respect the privacy of other social media users. Affiliates shall not engage in abusive social media practices including but not limited to harvesting or trolling for connections, shaming or bullying others.

Affiliate Web Sites and Mobile Applications. Affiliates may create one website [websites and mobile applications shall be collectively referred to as “website(s)”] to promote their Centralbru business and Centralbru products, but such website must comply with the following:

  • Websites may not take and/or process product or service orders, sales or referrals
  • The website must be directed to the Affiliate’s Centralbru replicated website to process sales or referrals.
  • The website must clearly and conspicuously identify the Affiliate who is operating the external website and must clearly and conspicuously disclose that he/she is a Centralbru Affiliate, and that the site is not Centralbru’s corporate website. Websites that do not identify the Affiliate who is the promoter of the site and/or that he/she is promoting Centralbru’s products (so called “blind” websites), are not permitted.
  • Upon cancellation of an Affiliate’s Centralbru Agreement for any reason, the former Affiliate agrees to immediately remove the website from the internet;
  • The website must exclusively promote Centralbru’s products;
  • The website must comply with all provisions of these Terms & Policies;
  • Prior to going live with a website, the Affiliate must submit a beta site to the Company for review and receive the Company’s written authorization to use the website. Following approval, any amendments to the site must also be submitted to the Company and receive written approval before going live.

Centralbru reserves the right to rescind approval for any approved website, and Affiliates waive all claims against Centralbru, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission.

Affiliate Created Marketing Methods, Advertising, and Promotional Material (Sales Tools). All Affiliate created Sales Tools must be submitted to the Company and receive written approval before they can be used or made public. Affiliates who receive written authorization from Centralbru to produce and publish Sales Tools may make approved Sales Tools available to other Affiliates free of charge if they wish but may not sell the Sales Tools to other Centralbru Affiliates (any sale or attempt to sell Sales Tools to another Affiliate will result in the termination of the offending Affiliate’s Centralbru business). Centralbru reserves the right to rescind approval for any approved Sales Tools, and Affiliates waive all claims against Centralbru, its officers, directors, owners, employees, and agents for damages, expenses, costs, or remuneration of any other nature arising from or relating to such rescission. The Company may post approved Sales Tools which may be posted in the Affiliates’ Back-Offices and at the Company’s discretion may be made available for all Affiliates’ use free of charge. The Affiliate(s) who created the Sales Tools grant Centralbru and other Affiliates an irrevocable and perpetual license to use the Sales Tools for Centralbru business purposes at their discretion, and waives all claims, including but not limited to intellectual property right claims, and/or claims for remuneration against Centralbru, its officers, directors, owners, agents, and other Affiliates for such posting and/or use of the Sales Tools.

Trademarks and Copyrights. The name “Centralbru” and other names as may be adopted by the Company are proprietary trade names, trademarks and service marks of Centralbru. The Company grants Affiliates a limited license to use its trademarks and trade names in promotional media for so long as the Affiliate’s Agreement is in effect. Upon cancellation of an Affiliate’s Agreement for any reason, the license shall expire and the Affiliate shall immediately discontinue all use of the Company’s trademarks and trade names. Under no circumstances may an Affiliate use any of Centralbru’s trademarks or trade names in any email address, website domain name, social media handle, social media name or address, or in any unapproved Sales Tools.

Centralbru commonly puts on live and recorded events as well as webinars and telephone conference calls. During these events Company executives, Affiliates, and guests appear and speak. The content of such events is copyrighted material that is owned exclusively by the Company. Affiliates may not record company functions for any reason, whether such event is live, a webinar, via conference call, or delivered through any other medium.

In addition, Company produced Sales Tools, videos, audios, podcasts, and printed material is also copyrighted. Affiliates shall not copy any such materials for their personal or business use without the Company’s prior written approval.

Sales Outlets. To support the Company’s selling channels and to protect the Affiliate relationship, Affiliates agree that they will not sell Centralbru products in any wholesale, warehouse, or discount establishment, any retail establishment that is part of a chain or any online auction or buy-sell site (including but not limited to eBay) without prior written approval from Centralbru. Notwithstanding the foregoing, Affiliates may display and sell Centralbru products at trade shows and boutique shops.

Product Claims. Affiliates must not make claims, including but not limited to testimonials, about Centralbru’s products or services that are not contained in official Centralbru literature or posted on Centralbru’s official website.

Income Claims. When presenting or discussing the Centralbru opportunity or Compensation Plan to a prospective Affiliate, Affiliates may not make income projections, income claims, income testimonials, or disclose their Centralbru income (including, but not limited to, the showing of checks, copies of checks, bank statements, or tax records), or the income of any other Centralbru Affiliate. Nor may Affiliates make “lifestyle” income claims. A “lifestyle” income claim is a statement or depiction that infers or states that the Affiliate is able to enjoy a luxurious or successful lifestyle due to the income they earn from their Centralbru business. Examples of prohibited lifestyle claims include, but are not limited to, representations (either through audio or visual medium) that an Affiliate was able to quit his/her job, acquire expensive or luxury material possessions, or travel to exotic or expensive destinations.

Compensation Plan and Program Claims. When presenting or discussing the Centralbru compensation plan, you must make it clear to prospects that financial suc- cess in Centralbru requires commitment, effort, and sales skill. Conversely, you must never represent that one can be successful without diligently applying themselves. Examples of misrepresentations in this area include, but are not limited to:

  • It’s a turnkey system.
  • The system will do the work for you.
  • Just get in and your downline will build through spillover.
  • Just join and I’ll build your downline for you.
  • The Company does all the work for you.
  • You don’t have to sell anything.

The above are just examples of improper representations about the compensation plan and the Company’s program. It is important that you do not make these, or any other representations, that could lead a prospect to believe that they can be successful as an Affiliate without commitment, effort, and sales skill.

Media Inquiries. Affiliates must not interact with the media regarding the Centralbru business or products. All inquiries from the media, including radio, television, print, online, or any other medium, shall be directed to Centralbru’s marketing department.

Confidential Information. “Confidential Information” includes, but is not limited to, the identities, contact information, and/or sales information relating to Centralbru’s Affiliates and/or customers: (a) that is contained in or derived from any Affiliates’ respective Affiliate Back-Office; (b) that is derived from any reports issued by Centralbru to Affiliates to assist them in operating and managing their Centralbru business; and/or (c) to which an Affiliate would not have access or would not have acquired but for his/her affiliation with Centralbru. Confidential Information constitutes proprietary business trade secrets belonging exclusively to Centralbru and is provided to Affiliates in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Affiliate’s use in building and managing his/her Centralbru business.

Handling Personal Information. If you receive Personal Information from or about prospective Affiliates or customers, it is your responsibility to maintain its security. You should shred or irreversibly delete the Personal Information of others once you no longer need it. Personal Information is information that identifies, or permits you to contact, an individual. It includes a customer’s, potential customers, Affiliates and prospective Affiliates’ name, address, email address, phone number, credit card information, social security or tax identification number and other information associated with these details.

Bonus Buying. Bonus buying is strictly prohibited. Bonus buying is the purchase of merchandise for any reason other than bona fide sale or use, or any mechanism or artifice to qualify for maintenance, incentives, prizes, commissions or bonuses that are not driven by bona fide product purchases by end user consumers for actual use.

Commission Payout Schedule and Terms.  Each calendar month is from 1st to 31st day.  Commissions for the calendar month will be calculated on the 15th day of every month after returns and chargebacks close for the previous month.  Commissions will be paid when $100 is accrued, this can be accumulated over months.  Commission cheques will be written and mailed on the 20th of every month.

Limitations on Affiliate and Household Businesses. Affiliates may own, operate, control, or have an interest in, only one Centralbru Business Agreement, and there may be only one Centralbru business in a household. A “household” is defined as spouses or couples, and dependent children of one or both spouses or couples, living in the same home of the spouses or member of the couple, as well as dependent children of either spouse or member of the couple, while attending school away from home.

Actions of Third-Parties. If a third party acting on behalf of, or with the active or passive assistance or knowledge of an Affiliate engages in conduct that would be a violation of the Agreement, the conduct of the third-party may be imputed to the Affiliate. “Knowledge” of misconduct is not limited to actual knowledge. If an Affiliate engages in acts or omissions that the Affiliate knows or SHOULD KNOW will enable a third party to violate this Agreement if such action was taken by the Affiliate, the Affiliate shall be deemed to have knowledge of the violation.

Negative Comments. Complaints and concerns about Centralbru should be directed to the customer Service Department.  Affiliates must not disparage, demean, or make negative remarks to third parties or other Affiliates about Centralbru, its owners, officers, directors, management, other Centralbru Affiliates, the Marketing and Compensation plan, or Centralbru’s directors, officers, or employees. Disputes or disagreements between any Affiliate and Centralbru shall be resolved through the dispute resolution process, and the Company and Affiliates agree specifically not to demean, discredit, or criticize one another on the Internet or any other public forum.

Adjustment to Bonuses and Commissions. Compensation stemming from product sales is fully earned when the applicable return and chargeback periods applicable to product sales have all expired. If a product is returned to Centralbru for a refund the compensation attributable to the returned  product(s) will be recovered by the Company. Unearned compensation will be deducted, in the month in which the refund is issued or the chargeback occurs.

Centralbru reserves the right to withhold or reduce any Affiliate’s compensation as it deems necessary to comply with any garnishment or court order directing Centralbru to retain, hold, or redirect such compensation to a third party.

Limited Warranty on Brewing Systems & Frother. Centralbru offers a Limited One Year Warranty on brewing systems (SKU Nos. EBS0001-BL, EBSBNDL01-SS, EBSSUB001) and (SKU Nos. EBSSUB001-RES, EBSSUBMCF-RES, EBSSUB001-COM, EBSSUBMCF-COM) that may be extended by the original purchaser so long as he or she maintains their subscription program in good standing. The milk frother (SKU No. MFC0001-SS) carries the same one-year limited warranty but is NOT eligible for an extended warranty.

Satisfaction Promise – Glass Brewing Methods and Consumable (ingestible) Goods. Centralbru offers a 14-day satisfaction promise to the original purchaser   on glass brewing methods and coffee and other ingestible merchandise. If you are not satisfied with any merchandise not covered by the limited warranty, you may return it to Centralbru within 14 days from the date of purchase for a refund, less shipping expenses and a 25% restocking fee.

Satisfaction Promise - Brewing Systems and Subscriptions.  You (“Customer”) is entitled to a 14 Day “No Hassle” Money Back Guarantee on any Centalbru Brewing System or Centralbru Subscription plan.  You may cancel without reason, within 14 days of the day you receive (or a person nominated by you, receives) the initial delivery of a Brewing System or subscription package containing any SKU numbers: (EBS0001-BL), (EBSBNDL01-SS), (EBSSUB001-RES), (EBSSUBMCF-RES), (EBSSUB001-COM), (EBSSUBMCF-COM) and the first delivery of consumable product and/or other product initially purchased. Discounted product purchased with initial order must be returned with order or they will be recalculated at full retail and refund accordingly.

To cancel your subscription plan, you must inform Centralbru via email returns@centralbru.comwith customer id#, name, contact number, address or you may contact us via customer service at 1-888-505-3599. Centralbru will refund all payments received, including shipping (at least expensive delivery option).

You (“Customer”) must return to Centralbru the Brewing System and/or with Milk Frother (EBS0001-BL), (EBSBNDL01-SS), (EBSSUB001-RES), (EBSSUBMCF-RES), (EBSSUB001-COM), (EBSSUBMCF-COM) plus any unopened boxes of coffee capsules and/or other product initially purchased. Repayment will be made within 14 days of receiving returned goods.  If cancelled prior to shipping we will provide a refund within 14 days of the date we were informed of the cancellation.  We may hold repayment till we have received all returned product in our inventory.  Centralbru Brewing Systems and Milk Frothers must be returned in as good as when received condition, any unopened capsule boxes, as well as any other product or accessory bought within initial purchase.  If product is not returned or not returned in good as when received condition Centralbru may deduct from refund the decreased value.  You (“Customer”) will not be refunded for any open consumable product or capsule boxes.

Limitations Applicable to All Guarantees and Satisfaction Promises. ALL WARRANTIES AND SATISFACTION PROMISES APPLY ONLY TO THE ORIGINAL PURCHASER AND ONLY TO PRODUCTS ORDERED THROUGH CENTRALBRU OR CENTRALBRU AFFILIATE REPLICATED SITE AND SHIPPED DIRECTLY FROM CENTRALBRU TO THE CUSTOMER. WARRANTIES AND SATISFACTION PROMISES DO NOT APPLY TO PRODUCTS PURCHASED ON EBAY, AMAZON OR ANY OTHER SOURCE.  Product satisfaction promises do not apply to products damaged by abuse or misuse.

Shipping Policy. Orders will depart our warehouse within 72 hours of initial order (working days only) with chosen carrier. We offer the choice of next day air, ground or standard shipping.

Disciplinary Sanctions. Violation of the Agreement, any illegal, fraudulent, deceptive or unethical business conduct, or any act or omission by an Affiliate that the Company reasonably believes may damage its reputation or goodwill, may result in the suspension or termination of the Affiliate's Centralbru Business Agreement, and/or any other disciplinary measure that Centralbru deems appropriate to address the misconduct. In situations deemed appropriate by Centralbru, the Company may institute legal proceedings for monetary and/or equitable relief.

  1. Affiliates agree to indemnify Centralbru for any and all costs, expenses, consumer reimbursements, fines, sanctions, damages, settlements or payments of any other nature that Centralbru incurs resulting from or relating to any act or omission by an Affiliate that is illegal, fraudulent, deceptive, negligent, unethical, or in violation of the Agreement. Centralbru may elect to exercise its indemnification rights through withholding any compensation due to the Affiliate. This right of setoff shall not constitute Centralbru’s exclusive means of recovering or collecting funds due Centralbru pursuant to its right to indemnification.

Effect of Cancellation. An Affiliate whose business is cancelled for any reason will lose all Affiliate rights, benefits and privileges. This includes the right to represent yourself as a Centralbru Affiliate, to sell Centralbru products and services and the right to receive commissions, bonuses, or other income resulting from his/her own sales and the sales and other activities of a referred Affiliate.

Voluntary Cancellation. An Affiliate has the right to cancel at any time, regardless of reason. Cancellation must be submitted in writing by email at info@centralbru.com.  The written notice must include the Affiliate’s signature, printed name, address, and Affiliate I.D. Number.

Cancellation for Inactivity.  Affiliates must have a minimum of $300 in new Commissionable Sales Volume for a 6-month period in order to remain as an Affiliate in good standing and keep their Affiliate Business Agreement Active. If they fail to meet this requirement in any 6-month period, their Affiliate Business Agreement will be canceled which causes them to be removed from the Affiliate Backend, any accrued commissions will be paid out and no commissions will be calculated going forward.

Transfer Upon a Affiliate’s Death. An Affiliate may devise his/her business to his/her heirs. Because Centralbru cannot divide commissions among multiple beneficiaries or transferees, the beneficiaries or transferees must form a business entity (corporation, LLC, partnership, etc.), and Centralbru will transfer the business and issue commissions to the business entity. In the case of a business transfer via testamentary instrument, the beneficiary of the business must provide Centralbru with certified letters testamentary and written instructions of the trustee of the estate, or an order of the court, that provides direction on the proper disposition of the business. The beneficiary must also execute and submit to the Company a Centralbru Affiliate Agreement within 30 days from the date on which the business is transferred by the estate to the beneficiary or the business will be cancelled.

Business Distribution Upon Divorce. Centralbru is not able to divide commissions among multiple parties. Consequently, in divorce cases, any settlement or divorce decree must award the business in its entirety to one party. Centralbru will recognize as the owner of the business the former spouse to who is awarded the business pursuant to a legally binding settlement agreement or decree of the court. The former spouse who receives the Centralbru business must also execute and submit a Centralbru Affiliate Agreement within 30 days from the date on which the divorce becomes final or the business will be cancelled.

Dissolution of a Business Entity. Centralbru is not able to divide commissions among multiple parties. Consequently, in the event that a business entity that operates a Centralbru business dissolves, the owners of the business entity must instruct the Company on the identity of the proper party who is to receive the business. The Centralbru business must be awarded to a single individual or entity that was previously recognized by the Company as an owner of the business entity; the Company cannot divide the business among multiple parties or issue separate commission payments. In addition, the recipient of the Centralbru business must also execute and submit a Centralbru Affiliate Agreement to the Company within 30 days from the date of the dissolution of the business entity or the Centralbru business will be cancelled.

Inducing Affiliates to Violate the Agreement. Affiliates shall not directly or indirectly induce, encourage, or assist another Affiliate to violate the Agreement.

Reporting Errors. If an Affiliate believes that Centralbru has made an error in his/her compensation, or any other error that impacts the Affiliate’s income, he/she must report it to the Company in writing within 60 days from the date on which the mistake occurred. While Centralbru shall use its best efforts to correct errors reported more than 60 days after the date of the error, Centralbru shall not be responsible to make changes or remunerate Affiliates for losses for mistakes that are reported more than 60 days after the mistake occurs.

International Activities. Affiliates may not sell Centralbru products or conduct business activities of any nature in any foreign country that the Company has not announced is officially open for business.

Dispute Resolution. If a dispute arises between an Affiliate and Centralbru relating to the Agreement, the Centralbru business, or the rights and obligations of either party, the parties shall resolve the dispute as set forth in this Dispute Resolution Provision.

a. Stages of Dispute Resolution & General Dispute Resolution Procedures. Disputes between the Company and Affiliate(s) that arise from or relate to the Agreement, the business operated by the Affiliate, or the opportunity offered by the Company shall be resolved according to the three-step procedure of (a) informal negotiation; (b) non-binding mediation; and (c) trial before a court for claims under $50,000.00 so long as equitable relief is not sought (except as set forth below), or binding arbitration if the claim is for $50,000.00 or more or if equitable relief is claimed. IF A CLAIM SEEKS DAMAGES FOR $50,000.00 OR MORE OR SEEKS EQUITABLE RELIEF (EXCEPT AS SET FORTH BELOW), THE PARTIES AGREE TO RESOLVE THE DISPUTE THROUGH BINDING ARBITRATION AND WAIVE CLAIMS TO A TRIAL BEFORE ANY COURT OR JURY. The following shall apply to all proceedings under this dispute resolution provision:

  • Any claim a party has against the other must be brought within one year from the date on which the act or omission giving rise to the claim occurred. In cases in which informal negotiation is required, once informal negotiation is requested in writing the one-year limitation of actions provisions in this provision shall be tolled until the completion of the mediation phase of this provision and for ten calendar days thereafter.
  • At no time prior to the negotiation and mediation procedures below are completed shall either party initiate arbitration or litigation related to this Agreement or the business except as may be specified otherwise in this dispute resolution provision.
  • All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation and/or mediation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation and/or mediation.
  • Informal negotiations and mediation shall occur in Dallas, Texas unless the parties mutually agree on another forum. Informal negotiations and mediation shall take place telephonically if either party requests such.
  • Each party shall be responsible for its own attorney’s fees, expert, professional and witness fees incurred in pursuing any claim, regardless of the forum.
  • If litigation is filed in court the action may be brought in the jurisdiction in which either party resides or has its principal place of business.
  • If arbitration is filed all arbitration proceedings shall be filed and held in Dallas, Texas.

Step 1 - Informal Negotiation. The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement or the Company’s business promptly by negotiation between the aggrieved Affiliate(s) and executives of the Company who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of this Agreement. A party may, at its election, choose to be accompanied in such negotiation by an attorney. If one party elects to have its attorney present, the other party must also agree to have its attorney present if that party has retained counsel.

To institute the negotiation process, either party may give the other party written notice of any dispute not resolved in the normal course of business. Within 10 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive and attorney who will accompany that party (if applicable), or the name of the Consultant and his/her attorney (if applicable) who will accompany him/her in the negotiation. Within 20 days after delivery of the notice, the parties and the attorneys (as applicable) of both parties shall meet at a mutually acceptable time and place. Such meeting may occur telephonically if one party requests that the meeting be held telephonically.

Unless otherwise agreed in writing by the negotiating parties, mediation may be commenced one business day following the close of the negotiation phase described above. The negotiation phase is “closed” when one party notifies the other in writing that it considers the negotiation “closed.” Such closure shall not preclude continuing or later negotiations if desired by both parties.

Step 2 – Mediation. If the parties are unsuccessful in resolving their dispute through good faith negotiation, they shall seek to resolve the dispute through mediation. If a party elects to pursue mediation, the party shall submit a written request for mediation to the other party within 10 calendar days after the negotiation phase is completed. The parties shall have 10 calendar days following such request to select a mutually acceptable mediator. If the parties cannot agree on a mutually acceptable mediator, they shall apply to JAMS to have a neutral mediator appointed.

Mediation shall be conducted within 20 calendar days from the date on which the mediator is selected or appointed or as otherwise agreed upon by the parties and the mediator.

Unless otherwise agreed upon by the parties, the mediation shall be closed no later than 30 calendar days following the completion of the meeting between the mediator and the parties.

Step 3(a) – Claims for under $50,000.00 with no claim for equitable relief. Claims for less than $50,000.00 and in which equitable relief is NOT sought may be brought pursuant to the arbitration provision below if the parties agree. If the parties do not agree, a claim may be brought before the small claims or district courts in the county in which either party resides or has its principal place of business.

Step 3(b) – Claims for $50,000.00 or more or claims seeking equitable relief - Confidential Arbitration. If a claim seeks $50,000.00 or more, or seeks equitable relief, and the parties do not successfully resolve their dispute through the negotiation and mediation procedures above, the dispute shall be resolved through binding confidential arbitration as set forth below.

Step 3(c) - Public Equitable Relief. If public equitable relief is authorized by federal or state statute, the parties agree that an action may be brought before the district court in the county in which either party resides or has its principal place of business so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings. The confidentiality provisions and corresponding liquidated damage provisions for breach of confidentiality provision contained in this dispute resolution provision shall remain in effect for claims and actions asserted under this Step 3(c) unless an action is brought before a court as specifically permitted pursuant to this subsection and the disclosure is related solely to material that is not filed with the court under seal.

b. JAMS to Administer Arbitration. The arbitration shall be filed with, and administered by JAMS in accordance with its Comprehensive Rules and Procedures, which are available on JAMS’ website at http://www.jamsadr.com/rulesclauses/xpqGC.aspx?xpST=RulesClauses. Copies of JAMS Rules and Procedures will also be emailed to Affiliate upon request to Centralbru’s customer service department. Notwithstanding the rules of JAMS, unless otherwise stipulated by the Parties, the following shall apply to all Arbitration actions:

  • The Federal Rules of Evidence shall apply in all cases;
  • The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
  • The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
  • The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
  • The Parties shall be allotted equal time to present their respective cases;
  • An Arbitrator's Award will consist of a written statement stating the disposition of each claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based;
  • Any dispute relating to whether the dispute is subject to arbitration shall be decided by through arbitration.

c. Confidentiality. With the exception of discussing the claims with bona fide witnesses to the dispute, neither party shall verbally or in writing discuss, publish, or otherwise disseminate the claims, allegations, merits, evidence, positions, pleadings, testimony, rulings, awards, orders, issues, or any other aspect of the dispute to any third party, including but not limited to disclosure on the internet or on any social media or blog platform, prior to, during, or after any phase of the dispute resolution process unless a specific exemption contained in this dispute resolution provision applies.

d. Liquidated Damages for Breach of the Confidentiality Obligation. If a Party violates its confidentiality obligations under this arbitration provision, the nonbreaching party shall incur significant damages to its reputation and goodwill that shall not be readily calculable. Therefore, if a Party, its attorneys, agents, or a proxy of a party breaches the confidentiality provision of this dispute resolution provision, the following shall apply:

  • The non-breaching party shall be entitled to liquidated damages in the amount of $10,000.00 per violation, or $50,000 per violation if the disclosure is published on the internet, including but not limited to disclosure on any website or on any social media forum. Every disclosure of each claim, allegation, pleading, or other prohibited disclosure shall constitute a separate violation. Notwithstanding this confidentiality and liquidated damage provision, nothing herein shall limit the right or ability of a Party to disclose evidence, claims or allegations relating to the dispute to any individual who is, or who may be, a bona fide witness to the dispute. The Parties agree that this liquidated damage amount is reasonable and waive all claims and defenses that it constitutes a penalty; AND
  • Breach of the confidentiality provision by disseminating or publishing information described in subparagraph c. above through any form of mass media (including but not limited to posting on the Internet or on any social media platform) by a party, a party’s agent, or a party’s proxy shall constitute an act of wanton and gross bad faith, and shall constitute a waiver of the beaching party’s right to pursue the claim(s) and/or defense(s) against the non-breaching party, and shall entitled the non-breaching party to a default judgment against the breaching party.

e. Emergency Relief. Either party may bring an action before JAMS seeking emergency relief to protect its intellectual property rights, including but not limited to protecting its rights pursuant to the non-solicitation provisions of these policies. A claim or cause of action seeking emergency relief shall be brought pursuant to the Emergency Relief Procedures in JAMS Comprehensive Rules and Procedures, available at https://www.jamsadr.com/rules-comprehensive-arbitration/#Rule%202, or by contacting the company at info@centralbru.com. The parties agree that any violation of the Non-solicitation provisions (policy 26) or Confidential Information (policy 27) provisions of these policies shall entitle Centralbru to emergency and permanent equitable relief because: (a) there shall be no adequate remedy at law; (b) Centralbru shall suffer immediate and irreparable harm should such policies be breached; and (c) if emergency and permanent equitable relief is not granted, the injury to Centralbru shall outweigh the potential harm to Affiliate if emergency and/or permanent equitable relief is granted.

f. Disputes Not Subject the Three-Step Dispute Resolution Procedure. A party need not go through the informal negotiation or mediation steps in the following situations:

  • Action to Enforce Arbitration Award or Order. Either party may bring an action in a court properly vested with jurisdiction to enforce an Arbitration award or order, including but not limited to an order for emergency relief.
  • Petitions for Emergency Relief. If a party deems it necessary to seek emergency relief to protect its interests, it may seek emergency relief as set forth in this arbitration provision without engaging in the negotiation provision mediation process set forth above. Notwithstanding the foregoing, the parties are encouraged, but not required, to engage in negotiation and or mediation concurrently with any pending request for emergency relief.
  • Public Equitable Relief. If public equitable relief is authorized by federal or state statute, an action may be brought before a court properly vested with jurisdiction over the parties so long as: (a) the relief sought is limited to public equitable relief that is authorized by federal or state statute; and (b) the public equitable relief is unavailable through arbitration proceedings.
  • Disciplinary Sanctions. The Company shall not be required to engage in the three-step dispute resolution process prior to imposing disciplinary sanctions for violation of the Agreement.

g. Remedies. Remedies available to you under USA federal laws, and local laws of your state, shall remain available to you in any arbitration proceeding.

Class Action Waiver. All disputes, whether pursued through arbitration or before the courts, that arise from or relate to the Agreement, that arise from or relate to the Centralbru business, or that arise from or relate to the relationship between the parties, shall be brought and proceed on an individual basis. The parties waive their rights to pursue any action against the other party and/or their respective owners, officers, directors and agents, on a class or consolidated basis. You may opt out of this class action waiver if you wish by submitting written notice to the Company of your desire to opt out within 30 days from the date on which you enroll as a Affiliate. Submit your written opt-out notice to the Company at info@centralbru.com.

Governing Law. The Federal Arbitration Act shall govern all matters relating to arbitration. Except as is otherwise specifically referenced in these policies, the law of the State of Texas, without regard to principals of conflicts of laws, shall govern all other matters relating to or arising from the Agreement, the business, the relationship between the parties, or any other claim between the Parties. Notwithstanding the foregoing, if a dispute is brought in a small claims court properly vested with jurisdiction, the law of the state in which the small claims court resides shall apply.

Damages for Wrongful Termination. In any case which arises from or relates to the wrongful termination of an Affiliate’s Agreement, the parties agree that damages will be extremely difficult to ascertain. Therefore, the parties stipulate that if the involuntary termination of an Affiliate’s Agreement and/or loss of their business is proven and held to be wrongful under any theory of law, Affiliate’s sole remedy shall be liquidated damages calculated as follows:

  • For Affiliates earning up to $10,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Centralbru’s Compensation Plan in the twelve (12) months immediately preceding the termination.
  • For Affiliates earning between $10,000.01 and $20,000.00 during the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Centralbru’s Compensation Plan in the twenty-four (24) months immediately preceding the termination.
  • For Affiliates earning more than $20,000.00 in the 12 calendar months prior to termination, liquidated damages shall be in the amount of her gross compensation that he/she earned pursuant to Centralbru’s Compensation Plan in the thirty-six (36) months immediately preceding the termination.

Damage Waiver. In any action arising from or relating to the Agreement, the parties waive all claims for incidental and/or consequential damages, even if the other party has been apprised of the likelihood of such damage. The parties further waive all claims to exemplary and punitive damages. Nothing in this provision or this Agreement shall restrict or limit a Party’s right to recover liquidated damages as set forth in these Terms & Policies.