Legal

Independent Brand Promoter Use Terms

 

1. GENERAL

 

The VIDAFIRST, INC. (VIDAFIRST™) Independent Brand Promoter (“VIBP”) registration, terms, and the VIDAFIRST™ Independent Brand Promoter Sales Rewards Plan (“BPP”) (collectively the “agreement”) explains and governs the relationship between each VIBP and VIDAFIRST™.   Each VIBP is required to read, understand, and comply with all terms and conditions of the agreement. The agreement shall constitute the entire understanding of the parties. All parts of this agreement shall apply to the registered VIBP. By submitting the VIDAFIRST™ registration/agreement you hereby agree to all of the terms and conditions herein and by reference all legal terms and conditions.

 

The agreement is subject to revision by VIDAFIRST™ from time to time at its sole discretion. The agreement shall govern all aspects of the relationships between VIDAFIRST™ and the VIBP. The current agreement is available at www.vidafirst.com.

 

2. BECOMING A VIBP

 

To become a VIBP, a new applicant is required to read and agree to the terms of the VIBP registration and read and agree to this VIBP agreement. The application should be accurately completed in its entirety and the applicant(s), including all associates, shareholders and equity owners, must agree to the terms of the application and agreement personally. Electronically submitted registration applications are considered as a received document. VIDAFIRST™ reserves the right to reject any registration application at its sole discretion. PLEASE NOTE: registrations/applications will not be accepted from the following countries: North Korea, Iran, Syria, Russia or any country whose applications would violate the Patriot Act of the United States, The Netherlands or UK laws or treaties.

 

Upon notification of acceptance by VIDAFIRST™, the new VIBP will be entered into the VIDAFIRST™ business software (VIBP Back-Office) and electronic business files. If there are any errors on an application, VIBP should verify with the VIDAFIRST™ support department as soon as the error is discovered (within 24 hours) to avoid delays in any rights under the agreement.

 

The personal information provided by the VIBP will be used only to operate and administer the VIBP account. The VIBP may choose to close his/her account at any time by contacting VIDAFIRST™ support.

 

Eligibility requirements to become a VIBP are as follows:

 

VIDAFIRST™ Customer. A VIBP must have a customer that purchases a VIDAFIRST™ products before he/she is considered a VIBP.

 

Independent Contractors. As the name expresses, VIBP’s are independent contractors. They are not franchisees, joint ventures, associates, employees or agents of VIDAFIRST™, and are prohibited from stating or implying whether orally or in writing, otherwise. VIBP’s have no authority to bind VIDAFIRST™ to any obligation. VIDAFIRST™ is not responsible for payment or copayment of any employee benefits. VIBP’s are responsible for liability, health, disability, workmen’s compensation and other insurance and for any other registration required by the laws of the country of residence of the VIBP. VIBP’s set their own hours and determine how to conduct their VIDAFIRST™ business and are responsible for their own management decisions subject to the agreement. The reference to “position” is as it applies to VIBP’s participation in the AP and adherence to the agreement.

 

Legal Entity. If an applicant is a corporation, partnership or other legal entity, all shareholder(s) of the corporate applicant, all partner(s) of the partnership or all owners of the legal entity applicant must agree to the application, a list of the names of each shareholder of the corporate applicant, each partner of the partnership applicant, or each owner if another legal entity must agree. Supporting documentation may be required.

 

ID Number. An individual or entity may be asked for a tax identification number that would be required to be inserted during the login page of a VIBP’s sales back-office once the VIBP has received $500 or more in income.

 

Legal Age. Any individual who is of legal age (19 years) and residing in a country where VIDAFIRST™ is doing business is eligible to become a VIBP.

 

3. CHANGES IN VIDAFIRST™ STATUS

 

Death. Upon the death of a VIBP, the rights and responsibilities of the VIBP are passed on to the rightful heir(s) as determined by a court of competent jurisdiction in the jurisdiction where the deceased VIBP held his/her/their VIBP business. The heir(s) must also confirm in writing within ninety (90) days that he or she shall be bound by the terms and conditions of the agreement.

 

Divorce. Upon divorce, VIDAFIRST™ must be notified as to which former spouse will assume ownership of the VIBP position as determined by a court of competent jurisdiction or divorce agreement. A change in the ownership of the VIBP position will not take place until VIDAFIRST™ receives a copy of the divorce documentation. Should the party who does not assume ownership of the VIBP position desire to remain a VIBP, he/she may do so by submitting a new VIBP application at the time the divorce documentation is submitted to VIDAFIRST™. He or She shall then be entered as a new VIBP under the original enroller.

 

Marriage. If two existing VIBP’s marry, they may maintain their separate VIBP positions.

 

Dissolution of Corporate or partnership VIBP position. Upon the dissolution of a corporation or termination of a partnership which owns the VIBP position, the ownership of the VIBP position will be transferred pursuant to the agreement among the shareholders or associates or upon order of a court of competent jurisdiction upon written notification to VIDAFIRST™. If one or more of the associates or shareholders in a VIBP position terminates his/her ongoing relationship with VIDAFIRST by leaving the partnership or disposing of his/her share of equity holdings, such parties, including the departing party, shall continue to be bound by the terms of the VIBP agreement. If a dispute arises over the disposition of the partnership interest, or assets, or shareholdings or corporate assets, or the income from the VIBP position, VIDAFIRST™ may suspend the VIBP position and hold all commissions until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.

 

Sale of a VIBP position or any rights, direct or indirect, relating to a VIBP position may not be transferred by the VIBP without prior written approval from VIDAFIRST™ at its’ sole and absolute discretion. No sale will be approved unless it includes a covenant by the seller not to solicit his/her prior group of VIBP’s for at least six (6) months after the effective date of the sale or transfer.

 

A VIBP position or any right thereto which is under suspension, on probation, or subject to any disciplinary action or any investigation by or on behalf of VIDAFIRST™, may not be sold or otherwise transferred while such condition continues.

 

The purchase and sale agreement must include a provision in which the parties agree upon the ownership of the service/products of the VIBP position upon the sale. The seller may not reapply as a VIBP for a period of six (6) months, either as an individual, partnership or corporation or other legal entity.

 

The purchaser of a VIBP position shall be responsible for all acts or omissions of the seller in contravention of the agreement for a period of six (6) months after the date of VIDAFIRST™ approval of the sale or transfer. For purposes of this provision, the seller will be required to continue to comply with all post-termination obligations of the agreement.

 

Mergers, addition of Co-VIBP’s, partners, shareholders and/or other owners. Mergers will be permitted only between enroller and its first level VIBP’s. VIDAFIRST™ reserves the right, at its sole and absolute discretion, to approve or disapprove any proposed merger or admission of Co-VIBP’s, partners, shareholders or other owners. The admission of a Co-VIBP, partner, shareholder or other owner must create a bona fide business relationship and must not involve the addition of inactive persons or of entities or other persons or entities which “pass through” income to others.

 

Name Change. A VIBP may change the operating name of the VIBP position by forwarding written notification to VIDAFIRST™. VIDAFIRST™ reserves the right to request the articles of incorporation of a corporation or partnership agreement of a partnership, or any amendments pertaining thereto, as well as any other relevant documents or corporate or partnership documentation relating to ownership or control.

 

Changing the registering/enrolling VIBP. Changing your enrolling VIBP is not allowed. The AP commission opportunity is a business built upon sales of licenses to the VIDAFIRST™ training system and referral of others who may sell as well. Once a new VIBP is referred or enrolled, VIDAFIRST™ will protect this relationship to the fullest extent possible.

 

Suspension of commission payments. If there is any question over the disposition of the VIBP position or the income from the VIBP position (whether by reason of an event described above), VIDAFIRST™ may suspend the VIBP and hold all commissions and bonuses until the dispute over the disposition is resolved by agreement between the parties or by an order from a court of competent jurisdiction.

 

4. TAXES AND GOVERNMENTAL REPORTS

 

Taxes. All VIBP’s are personally responsible for all taxes due on their sales proceeds or earnings from their sales of VIDAFIRST™ products. VIDAFIRST™ will provide a record of any and all monies paid by VIDAFIRST™ to each VIBP and will issue and file such reports to governmental agencies or others as may be required by law. VIBP’s are not and will not be treated as an employee of VIDAFIRST™ for any federal or state tax or national income tax purposes.

 

VAT/Sales Tax. VIDAFIRST™ has its company address in California and will be collecting sales tax for customers living in California and at the time of purchase from any residents outside of the areas its location requires. No sales tax or VAT is foreseen on sales outside of the VIDAFIRST’s primary location. If such tax would be levied, the VIBP will immediately inform VIDAFIRST™, which will take appropriate action, including remitting, if needed the sales tax/VAT to the appropriate authority.

 

5. CUSTOMER REFERRER POLICY

 

Customer Referrals. Every new VIDAFIRST™ customer must have a referring VIBP. Each new prospect has the right to choose from whom he/she purchases his/her VIDAFIRST™ or service. A VIBP shall not unduly influence or in any way entice prospects with, representations as to possible income or business development, or payment of any compensation by a VIBP or VIDAFIRST™.

 

Dispute. VIDAFIRST™ recognizes the referring VIBP as the VIBP shown on the first entered original VIBP registration completed, dated, and electronically entered into VIDAFIRST™ sales tracking software system.

 

Training. VIBP’s who enroll other VIBP’s and sell User products or other services VIDAFIRST™ may offer, must thereafter use their best efforts to provide communication, encouragement and support of his/her customer organization. VIBP’s should encourage their VIDAFIRST™ customers to learn about and use the VIDAFIRST™ that they purchase.

 

6. COMPENSATION PLAN AND TERMS

 

See corporate web site “VIDAFIRST™ Affiliate Plan” (“AP”) and future additions.

 

The VIBP acknowledges and agrees that VIDAFIRST™ reserves the unequivocal right to change or modify the AP. VIDAFIRST™ will notify the VIBP about any changes to the AP within fifteen (15) days on the VIDAFIRST™ website.

 

7. LIMITED RETURN POLICY

 

A VIBP is not required to purchase.

 

Upon written request of the VIBP/ customer purchase made no later than the 3rd day from the date of purchase by VIBP/customer, VIDAFIRST™ will refund the product purchase. The cancellation terms can be found at www.vidafirst.com/cancellations and must be emailed to VIDAFIRST™ no later than the 3rd day from the date of purchase. The email is returns@vidafirst.com.  The VIDAFIRST™ product refunds that must be protected for the benefit of VIDAFIRST™. The value volatility of the cryptocurrency marketplace and shipping logistics is why the 3-day refund policy is strictly enforced.

 

8. LIMITED PRODUCTS

 

VIDAFIRST™ has certain trademarks, service marks, trade names, slogans, symbols, and color schemes that are proprietary. Except for marketing materials, sample products, and advertising provided or sold to the VIBP by VIDAFIRST, shall not use or display such trademarks, service marks, trade names, slogans, symbols, and color schemes without VIDAFIRST’s prior written permission. VIBP acknowledges that any right to use VIDAFIRST’s marks and copyrighted materials is nonexclusive, and VIDAFIRST™ has the right and sole discretion to grant others the right to use such marks and materials. VIBP expressly recognizes that any and all goodwill affiliated with the marks and copyrighted materials (including goodwill arising from VIBP use) inures directly and exclusively to the benefit of VIDAFIRST™ and is the property of VIDAFIRST™, and that, on expiration or termination of this agreement, no monetary amount shall be attributable to any goodwill affiliated with VIBP’s use of the marks or copyrighted materials.

 

9. ADVERTISING
a) Trademarks/Service Marks. VIBP’s shall not advertise the VIDAFIRST™ products or the AP (VIDAFIRST™ Affiliate Plan) in any way other than by the use of authorized advertising or promotional materials made available to the VIBP by VIDAFIRST™. b) VIBP’s are prohibited from using VIDAFIRST’s trademarks, service marks, trade names, slogans, symbols, and color schemes in advertising in a manner that would suggest or imply that they are employed by or are agents of VIDAFIRST™. All advertisements must provide the name of a VIBP only. VIBP’s shall notmake any representations as to potential income to be received by a VIDAFIRST™ product User.

 

c) No Reproduction. All VIDAFIRST™ materials, whether printed, on film or produced by audio or video recording are copyrighted and may not be reproduced in whole or in part by VIBP’s or any other person unless authorized in writing by VIDAFIRST™.

 

d) No Distribution. VIBP’s may not produce, use or distribute any information relative to the contents, characteristics, or properties of VIDAFIRST™ products which has not been provided directly by VIDAFIRST™.

 

e) Deceptive Materials. VIBP’s may not produce, sell or distribute literature, films, audio recordings or video recordings which are deceptively similar in nature to those produced, published, and provided by VIDAFIRST™ for its VIBP’s. A VIBP may not purchase, sell, or distribute non-VIDAFIRST™ materials that imply or suggest that said materials originate from VIDAFIRST™.

 

f) Reverse Engineering. VIBP’s may not modify or reverse engineer VIDAFIRST™ product or products in any way. VIDAFIRST™ considers any attempt to reverse engineer any of its products a very serious matter and reserves the right to protect its’ property and rights with every legal means available in law and in equity.

 

g) No Endorsements. No endorsements by a VIDAFIRST™ officer, administrator or third party may be asserted, except as expressly communicated in VIDAFIRST™ literature and communications. Therefore, VIBP’s may not represent or imply, directly or indirectly, that VIDAFIRST’s programs, products or services have been approved or endorsed by any governmental agency.

 

h) Internet Policy. VIBP may not advertise or promote their VIDAFIRST™ business or use the VIDAFIRST™ name in any electronic media or transmission, including on the Internet via web sites or otherwise, without the prior written approval of VIDAFIRST™, whose approval may be withheld at its sole discretion. If written approval is given, VIBP must abide by the guidelines set forth by VIDAFIRST™, including but not limited to the following: (i) VIBP’s shall not make offers or solicitations in the guise of research, surveys or informal communication, when the real intent is to sell products or services or sponsor VIBP’s; (ii) VIBP’s operating online websites, whether or not they collect personal information from individual consumers, shall disclose to the consumer in a prominent place on the website how the consumer information will be used and must follow any laws regulating the handling of personal data; (iii) a VIBP sharing personal information collected online should provide individual consumers with an opportunity to prohibit the dissemination of such information, and if any consumer requests that his or her personal information not be shared, VIBP shall refrain from sharing such information; (iv) a VIBP shall provide individual consumers the option to terminate any further communication between the VIBP and the consumer, and if any consumer requests that a VIBP cease communication, the VIBP should immediately stop communicating upon such request; (v) VIBP’s must abide by all laws and regulations regarding electronic communications, including but not limited to any provision requiring prior consent for unsolicited contacts via electronic media; (vi) a VIBP may not distribute content by use of distribution lists or to any person who has not given specific permission to be included in such a process; spamming or distribution of chain letters or junk mail is not allowed; (vii) VIBP’s may not distribute content that is unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation; and (viii) a VIBP may not send bulk unsolicited e-mails to persons who have not requested information. Spam is strictly prohibited.

 

i) Sales Presentations. At sales presentations, VIBP’s shall truthfully identify themselves, their products, and the purpose of their business to prospective customers. VIBP’s may not use any misleading, deceptive, or unfair sales practices. Explanation and demonstration of products offered shall be accurate and complete including, but not limited to, with regard to price, terms of payment, right of withdrawal, refund rights, guarantees, and after sales services and delivery. VIBP’s must immediately discontinue a demonstration or sales presentation upon the request of the consumer. VIBP’s shall not directly or by application, denigrate any competing product. VIBP’s shall refrain from using comparisons which are likely to mislead and which are incompatible to the principles of fair competition. Points of comparison shall not be unfairly selected and shall be based on facts which can be substantiated. VIBP’s shall not abuse the trust of individual consumers, shall respect the lack of commercial experience of consumers and shall not exploit a customer’s age, illness, lack of understanding or lack of language expertise.

 

Sections 9 a) through i) above, includes but is not limited to print, audio or online media.

 

10. DELAYS

 

VIDAFIRST™ shall not be responsible for delays and failures in performance of its obligations when performance is made commercially impracticable due to circumstances beyond its reasonable control. This includes, without limitation, strikes, labor difficulties, riots, wars, fires, death, curtailment of a party’s source of supply, or government decrees.

 

11. RENEWAL

 

The term of the VIDAFIRST™ Agreement is one (1) year from the date of its acceptance by VIDAFIRST™ and will be automatically renewed at no additional charge each year.

 

12. CONFLICTS OF INTEREST AND CONFIDENTIALITY

 

Conflict of Interest. VIBP’s are free to participate in other affiliate, direct sales and marketing business ventures. However, during the term of this agreement, VIBP’s may not use directly recruit other VIBP’s or customers for any other business except their personally enrolled VIBP’s.

 

Confidentiality. During the term of the agreement, VIDAFIRST™ may supply to VIBP’s confidential information, including, but not limited to customer lists, customer information developed by VIDAFIRST™ or developed for and on behalf of VIDAFIRST™ by VIBP’s, (including, but not limited to, customer and VIBP profiles and product purchase information), VIBP lists, manufacturer and supplier information, business reports, commission or sales reports and such other financial and business information which VIDAFIRST™ may designate as confidential. All such information (whether in written or electronic form) is proprietary and confidential to VIDAFIRST™ and is transmitted to VIBP’s in strictest confidence on a “need to know” basis for use solely in VIBP’s business with VIDAFIRST™. VIBP’s must keep such information confidential and must not disclose any such information to any third party, directly, or indirectly. VIBP’s must not use the information to compete with VIDAFIRST™ or for any purpose other than promoting the VIDAFIRST™ program and its products and services. Upon expiration, nonrenewal or termination of the agreement, VIBP’s must continue to keep such information confidential, discontinue the use of such confidential information and promptly return any confidential information in their possession and all copies thereof to VIDAFIRST™.

 

13. PRODUCT ORDER/SALES & RETURNS

 

Cooling Off Laws for US/Canadian/European consumers. Federal and International law grants a buyer the right to cancel certain sales without penalty prior to midnight of the third business day after the transaction. This rule covers retail consumer sales of $25 or more that occur away from the seller’s main office. VIDAFIRST’s online sales order form contains all legally required notices. In addition, VIDAFIRST’s return policy informs the buyer of the 3-day right to cancel at the time the buyer purchases the goods. VIDAFIRST™ reserves the right to not refund VIBP’s for Product Packages or Services of its proprietary information that VIDAFIRST™ has already used or participated in.

 

14. PROHIBITED USAGE

 

The excessive usage violation of the VIDAFIRST™ website through traffic bots or list spamming is strictly prohibited. Violations of this policy can result in suspension or termination of the violating VIBP.

 

15. ERRORS OR QUESTIONS

 

If a VIBP has questions about or believes any errors have been made regarding commissions, bonuses, sales group activity reports, or charges, the VIBP must notify VIDAFIRST™ within ten (10) days of the date of the unreported error or incident in question. VIDAFIRST™ will not be responsible for any errors, omissions or problems not reported to it within 10 days.

 

16. ROLL UP OF VACATED ID

 

Upon cancellation or termination of a VIBP position, all individuals on the first level of the cancelled or terminated VIBP position may move into the vacated position. Provided, however, in the event the VIBP is involuntarily terminated for violation of VIDAFIRST™ policies or other wrongful conduct, VIDAFIRST™ may first recoup any losses arising from the terminated VIBP’s conduct before all individuals on the first level of the terminated VIBP move into the vacated VIBP position.

 

17. CONTINUING DEVELOPMENT OBLIGATIONS

 

Any VIBP who wishes to participate in AP must perform a bona fide supervisory function to ensure that his or her sales group is properly operating his or her VIDAFIRST™ business. VIBP’s must have ongoing contact, communication and management supervision with the VIBP’s in their sales group. Examples of such contact and supervision may include, but not limited to: newsletters, written correspondence, personal meetings, telephone contact, voice mail and electronic mail and these contacts must not violate any part of the agreement.

 

18. NO DISPARAGEMENT

 

VIBP’s must not disparage other VIBP’s, VIDAFIRST™ products/services, the BPP or VIDAFIRST™ employees.

 

19. OBJECTIONABLE ACTIVITY OR CONDUCT

 

VIBP’s may not distribute material, have written correspondence, telephone contact, voice mail and/or electronic mail that is or contains unlawful, harassing, libelous, slanderous, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable material or which could otherwise give rise to civil liability or otherwise violate any applicable local, state, national or international laws or regulations.

 

20. REPORTING POLICY VIOLATIONS

 

VIBP’s observing a policy or agreement violation by another VIBP should submit a written report of the violation to the attention of VIDAFIRST’s compliance department. Details of the incidents such as dates, number of occurrences, persons involved, and any supporting documentation should be included in the report.

 

21. DISPUTE RESOLUTION AND DISCIPLINARY PROCEEDINGS

 

Disciplinary Sanctions. Violation of the agreement, fraudulent, deceptive or unethical business conduct by any VIBP may result, at VIDAFIRST’s discretion, in one or more of the following corrective measures:

 

a) Issuance of a written warning or admonition;

 

b) Requiring the VIBP to take immediate corrective measures;

 

c)  Imposition of a fine, which may be withheld from commission checks;

 

d) Loss of rights to one or more commission checks;

 

e) Any other measure which VIDAFIRST™ deems practicable to resolve disputes caused partially or exclusively by the VIBP’s policy violation or contractual breach.

 

f) Suspension of the individual’s VIDAFIRST™ position for one or more pay periods;

 

g)  Involuntary cancellation of the offending VIBP position;

 

h) Immediate removal of the VIDAFIRST™ website(s) and termination of the VIBP’s position;

 

i) Any other measures expressly allowed within any provision of the agreement or allowed by law;

 

22. [RESERVED]

 

23. RECONSIDERATION.

 

In the event a VIBP is terminated and desires for his or her termination to be reconsidered, VIDAFIRST™ must receive the request for reconsideration in writing within 15 days from the date of notice of termination. If no request for reconsideration is received within the 15-day period, the termination will automatically be deemed final. If a VIBP files a timely notice of request for reconsideration, VIDAFIRST™ will review the request for reconsideration and notify the VIBP and the ethics committee of its decision within 10 days after receipt of the request for reconsideration. The decision of VIDAFIRST™ will be final and subject to no further review. In the event the termination is not rescinded, the termination will remain effective as of the date stated in the original termination notice. The ethics committee will consist of officers of VIDAFIRST™ and at times, as determined in VIDAFIRST’s sole discretion, other VIBP’s selected by VIDAFIRST™.

 

24. GRIEVANCES AND COMPLAINTS

 

When a VIBP has a grievance or complaint with another VIBP regarding any practice or conduct in relationship to their respective VIDAFIRST™ businesses, the complaining VIBP should first report problem to their enrolling VIBP who should review the matter. If the matter cannot be resolved it must be reported in writing to the VIDAFIRST™ services department at VIDAFIRST™. VIDAFIRST™ will review the facts and resolve it.

 

a) Cost Effective Dispute Resolution/Waiver of Jury Trial. If a dispute arises relating to any relationship between or among VIDAFIRST™, its officers, employees, VIBP’s, customers, or vendors or arising out of any products or services provided by VIDAFIRST™, it is expected that the parties will attempt in good faith to resolve any such dispute in amicable and mutually satisfactory manner.

 

b) In the event such efforts are unsuccessful, either party may serve a notice of mediation on the other party. Notice of mediation shall be personally delivered or sent by the registered email address or prepaid registered airmail or air courier, and shall be effective on receipt thereof by the party to whom it is addressed. Proof of receipt shall be a receipt signed by an officer or responsible official of the party to whom it is addressed. The notice of mediation shall be dated, and without prejudice to any right under the rules permitting subsequent modifications, and shall specify the claims issues that are to be addressed in the mediation.

 

c) If differences cannot be resolved by mediation, the parties agree that, in order to promote to the fullest extent reasonably possible a mutually amicable resolution of the dispute in a timely, efficient and cost effective manner, they will waive their respective rights to a trial by jury and settle their dispute by submitting the controversy to arbitration in accordance with the commercial rules of the Arbitration Association except that all parties shall be entitled to all discovery rights allowed under the rules of civil procedure as those rules exist in the Tennessee Court.

 

d) If a VIBP files a counterclaim against VIDAFIRST™, he or she may only do so on an individual basis through arbitration and not with any other VIBP or as part of a class or consolidated action. Any substantive or procedural rights other than the enforceability of the arbitration agreement shall be governed by the laws of Tennessee (the Company’s home office state).

 

e) Except as provided in this Section, no party shall be entitled to commence or maintain any action in a court of law upon any matter in dispute until such matter shall have been submitted and determined as provided herein and then only for the enforcement of such arbitration award. The institution of any action for injunctive relief shall not constitute a waiver of the right or obligation of any party to submit any claim seeking relief other than injunctive relief.

 

f) Notwithstanding the foregoing, the arbitrator shall have no jurisdiction over disputes relating to the ownership, validity, use or registration of any mark, copyright, or other intellectual property or proprietary or confidential information of VIDAFIRST™ without VIDAFIRST’s prior written consent. VIDAFIRST™ may seek any applicable remedy in any applicable forum with respect to these disputes and with respect to money owed to VIDAFIRST™. In addition to monetary damages, VIDAFIRST™ may obtain injunctive relief against any violation of the agreement or misuse of VIDAFIRST™ trademarks, copyrights or confidential information. Nothing in this rule shall prevent VIDAFIRST™ from terminating the agreement or from applying to and obtaining from any court having jurisdiction a writ of attachment, a temporary injunction, preliminary injunction and/or other injunctive or emergency relief available to safeguard and protect VIDAFIRST™ interests prior to the filing of or during or following any arbitration or other proceeding or pending the handing down of a decision or award in connection with any arbitration or other proceeding. Nothing contained herein shall be deemed to give the arbitrator any authority, power or right to alter, change, amend, modify, add to, or to subtract from any of the provisions of the VIDAFIRST™ agreement, TAP or any other legal use document or policy.

 

25. GOVERNING LAW, JURISDICTION AND VENUE

 

Sole and exclusive jurisdiction and venue of any matter shall reside in the State of Tennessee. Except as set forth herein, arbitration shall be the sole and exclusive procedure for resolution of disputes between the parties, including any disputes that might arise after termination of this agreement.

 

26. NOTICES

 

All notices to be given pursuant to the agreement shall be deemed to have been properly given by depositing/sending the notice in the mail or registered email address, addressed to the subject VIBP the last address on file with VIDAFIRST™, postpaid and registered or certified; or delivery by hand or by a recognized overnight delivery service; or by facsimile transmission; or by email. All notices shall be deemed given; ten (10) business days from the date of postmark, if sent by mail; seven (7) days after notice is deposited with a delivery service; or same day if delivered by hand or upon transmission by facsimile or by email.

 

27. NONWAIVER PROVISION

 

Failure of VIDAFIRST™ to exercise any right stated in the VIBP agreement shall not constitute a waiver of VIDAFIRST’s right to demand exact compliance therewith. Waiver by VIDAFIRST™ of any breach of any provision of the agreements shall not constitute a waiver of any prior, concurrent, or subsequent breach by the VIBP. An authorized officer of VIDAFIRST™ must issue the waiver in writing.

 

28. SEVERABILITY

 

If under any applicable and binding law or rule of any applicable jurisdiction, any provision of the agreement is held to be invalid or enforceable, VIDAFIRST™ shall have the right to modify the invalid or unenforceable provision or any portion thereof, to the extent required to be valid and enforceable, and the VIBP shall be bound by any such modification. The modification will be effective only in the jurisdiction in which it is required.

 

29. LIMITATION OF DAMAGES

 

TO THE EXTENT PERMITTED BY LAW, VIDAFIRST™ AND ITS VIBP’S, OFFICERS, DIRECTORS, EMPLOYEES AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND VIBP’S HEREBY RELEASE THE FOREGOING FROM, AND WAIVE ANY CLAIM FOR LOSS OF PROFIT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY ARISE OUT OF ANY CLAIM WHATSOEVER RELATING TO VIBP’S PERFORMANCE, NONPERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN ANY VIBP AND VIDAFIRST™, WHETHER SOUNDING IN CONTRACT, TORT OR STRICT LIABILITY. FURTHERMORE, IT IS AGREED THAT ANY DAMAGES TO A VIBP SHALL NOT EXCEED, AND IS EXPRESSLY LIMITED TO, THE AMOUNT OF VIDAFIRST PRODUCTS OR SERVICES OF VIDAFIRST OWNED BY THE VIBP AND ANY COMMISSIONS OWED TO THE VIBP.

 

30. NO WARRANTIES

 

VIDAFIRST™ HEREBY DISCLAIMS ALL WARRANTIES. VIDAFIRST MAKES NO REPRESENTATIONS ABOUT THE RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE SITE, THE SERVICE OR THE CONTENT CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITE AND ALL SUCH CONTENT, PRODUCTS OR SERVICES ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” WE DISCLAIM ALL WARRANTIES, EXPRESS AND LIED, ARISING OUT OF, OR IN CONNECTION WITH, THE SITE, SERVICE AND CONTENT, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING BY LAW, STATUTE, USAGE OF TRADE OR COURSE OF DEALING AND ANY LIABILITY WITH REGARD TO THE SITE, CONTENT AND SERVICES AND ANY ACTIONS RESULTING FROM VIDAFIRST PARTICIPATION IN ANY SERVICE.

 

VIDAFIRST™ MAKES NO WARRANTY OR REPRESENTATION AS TO THE LEVEL OF SUCCESS, IF ANY, INDIVIDUALS MAY ACHIEVE BY USING ANY OF THE VIDAFIRST™ PRODUCTS OR SERVICES. INDIVIDUAL RESULTS MAY VARY AND DEPEND ON MANY FACTORS INCLUDING AN INDIVIDUAL’S SPECIFIC FINANCIAL SITUATION, EFFORTS AND ACTIONS.

 

31. LIMITED LIABILITY

 

THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO THE VIBP TO THE FULLEST EXTENT THAT APPLICABLE LAW PERMITS, IN ALL ACTIONS OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY. ANY CLAUSE DECLARED INVALID SHALL BE DEEMED SEVERABLE AND NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF THE REMAINDER OF THESE TERMS OF USE.

 

Last updated on September 12, 2020

 

 

 

Social Media Guidelines

We recognize that VIDAFIRST™ customers may use social media tools as another way to connect with other customers, referrer ambassadors and/or to share information about VIDAFIRST™. 

Whether or not you are acting on behalf of VIDAFIRST™, or using your personal social media accounts or blogs to talk about our products or our business (e.g., projects, promotions, sales, company content, and User experiences), always use good judgment and remember that you are still representing the VIDAFIRST™ brand.

We also value being a social business and recognize the benefits your social contributions can bring to our brand and the success of the company. If you so choose to be active online to share content about  VIDAFIRST™ here are a few tips to keep in mind while we navigate the ins and outs of the online world.

To use VIDAFIRST™ owned social media accounts, logos and/or photo/video on behalf of VIDAFIRST™, you must be approved in writing by a VIDAFIRST™ management team member. Contact support@vidafirst.com if you have questions.

Avoid posting sensitive, private or confidential company information (e.g., unannounced product launches and promotions, internal performance results, company strategy, or comparisons). This can lead to disciplinary actions or termination of the Promoter agreement or status, which we want to avoid.

Respect customer (User) privacy. Never give out their personal information (e.g., personal addresses, phone numbers or financial information).

Don’t post photos of or make negative comments about our customers and/or other Users and do not share details about them —without their permission (unless it is a marketed personal appearance for the company).

Don’t post comments about another User or Promoter or Vendor that could be perceived as harassing, threatening, retaliatory or discriminatory.

You may be legally responsible for the content you post, so respect brands, trademarks and copyrights.

Don’t be afraid to ask questions or raise any concerns! Reach out to your referring Promoter or reach out to support@vidafirst.com.

If you’re posting something that might be at-odds with the mission of VIDAFIRST™, including a disclaimer is advisable — e.g. “these views are mine alone, they do not reflect the views of VIDAFIRST™ or its Management”. But even with that, what you say on social media (or anywhere else) is just as much of a reflection of VIDAFIRST™ as what you do in your personal life (to some extent). Remember to not speak or post on behalf of VIDAFIRST™ and leave that to our marketing team and our company channels, and remember that you need to comply with all other VIDAFIRST™ policies when posting and they are all herein incorporated in their entirety to this policy.

Last updated on September 12, 2020

Income/Earnings Disclaimer

Every effort has been made to accurately represent the products, services, and/or techniques referenced on the VIDAFIRST™. website(s) and mobile applications.

Please do not construe any statement in this website as a claim or representation of average earnings. There are NO average earnings. There is risks in any endeavor that are not suitable for everyone.

Many factors will be important in determining your actual results and no guarantees are made that you will achieve results similar to anybody else’s. No guarantee is made that you will achieve any income at all from the Promoter sales opportunity.

Please understand that past performance cannot always be an indication of possible future results.

Last updated on September 12, 2020

Cancellation Policy

All refund requests must be made within 30 days of purchase of the VIDAFIRST products or services.

The return request will deactivate the initial order instructions, and it will delete the Promoter’s unique identification number if applicable.

Any commissions paid to returnee will be deducted from the refund amount after an accounting of the transactions.

Last updated on October 20, 2020

Privacy Policy 

Protecting your private information is our priority. This Privacy Policy applies to all VIDAFIRST™ websites and software, (VIBP Back Office) or other properties and in the collective the “Services” and governs data collection and usage on these Services. All legal user documents found at www.vidafirst.com and/or www.vidafirst.me respectively, are incorporated herein in their entirety.

For the purposes of this Privacy Policy, unless otherwise noted, all references to VIDAFIRST™ include the Services. The VIDAFIRST™ Services enables a qualified user to, among other activities, trade and invest in cryptocurrencies by means of our web-based Services. By using the VIDAFIRST™ Services, you consent to the data practices described in this statement.

Collection of your Personal Information. In order to better provide you with products and services offered in our Services, VIDAFIRST™ may collect personally identifiable information, such as your:

– First and Last Name

– Mailing Address

– E-mail Address

– Phone Number

If you use VIDAFIRST™ Services, we may collect billing, cryptocurrency wallet ID and credit card information. This information is used to complete the purchase transaction. VIDAFIRST™ may also collect anonymous demographic information, which is not unique to you, such as your:

– Age

– Gender

Please keep in mind that if you directly disclose personally identifiable information or personally sensitive data through VIDAFIRST™ public message boards, this information may be collected and used by others. We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use the Services. This may include: (a) registering for an account; (b) engaging in a special offer provided by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your cryptocurrency wallet ID, credit card or other payment information when ordering and purchasing products and while on the Services. To wit, we will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.

Use of your Personal Information.

VIDAFIRST™ collects and uses your personal information to operate its website(s) and deliver the Services you have licensed or requested. VIDAFIRST™ may also use your personally identifiable information to inform you of other products or services available from VIDAFIRST™ and its vendors or partners.

Sharing Information with Third Parties.

VIDAFIRST does not sell, rent or lease its customer lists to third parties. VIDAFIRST™ may, from time to time, contact you on behalf of external business partners about a particular offering that may be of interest to you. In those cases, your unique personally identifiable information (e-mail, name, address, telephone number) is not transferred to the third party. VIDAFIRST™ may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to VIDAFIRST™, and they are required to maintain the confidentiality of your information.

VIDAFIRST™ may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on VIDAFIRST™ or the site; (b) protect and defend the rights or property of VIDAFIRST™; and/or (c) act under exigent circumstances to protect the personal safety of users of VIDAFIRST™, or the public.

Tracking User Behavior.

VIDAFIRST™ may keep track of the websites and pages our users visit within VIDAFIRST™, in order to determine what VIDAFIRST™ services are the most popular. This data is used to deliver customized content and advertising within VIDAFIRST™ to customers whose behavior indicates that they are interested in a particular subject area.

Automatically Collected Information. 

Information about your computer hardware and software may be automatically collected by VIDAFIRST™. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the Services, to maintain quality of the Services, and to provide general statistics regarding use of the VIDAFIRST™ and the Services.

Use of Cookies.

The VIDAFIRST™ Website may use “cookies” to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.

One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize VIDAFIRST pages, or register with VIDAFIRST™, a cookie helps VIDAFIRST™ to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same VIDAFIRST™ website, the information you previously provided can be retrieved, so you can easily use the VIDAFIRST™ features that you customized.

You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the VIDAFIRST™ Service or websites you visit.

Links.

The VIDAFIRST™ Services may contain links to other sites. Please be aware that we are not responsible for the content or privacy practices of such other sites. We encourage our users to be aware when they leave our website and to read the privacy statements of any other websites that may collect personally identifiable information.

Security of your Personal Information.

VIDAFIRST secures your personal information from unauthorized access, use, or disclosure. VIDAFIRST™ uses the following methods for this purpose:

– SSL Protocol

When personal information (such as a credit card number, e-wallet ID, etc.) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.

We strive to take appropriate security measures to protect against unauthorized access to or alteration of your personal information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through the Services cannot be guaranteed.

Children Under Thirteen.

VIDAFIRST does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website.

E-mail Communications.

From time to time, VIDAFIRST™ may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. If you would like to stop receiving marketing or promotional communications via email from VIDAFIRST™, you may opt out of such communications by clicking on the unsubscribe button or in their user (affiliate) admin area.

Changes to this Statement.

VIDAFIRST™ reserves the right to change this Privacy Policy from time to time. We will notify you about significant changes in the way we treat personal information by sending a notice to the primary email address specified in your account, by placing a prominent notice on our Services or by updating any privacy information on this page. Your continued use of the Services after such modifications will constitute your: (a) acknowledgment of the modified Privacy Policy; and (b) agreement to abide and be bound by that Policy.

Contact Information.

VIDAFIRST™ welcomes your questions or comments regarding this Statement of Privacy. If you believe that VIDAFIRST™ has not adhered to this Statement, please contact VIDAFIRST™ at:

Email Address:
support@vidafirst.com

Last updated on September 12, 2020