Cacao Lab LLC Brand Partnership Terms Agreement

Welcome to the Cacao Lab Partnership Program! We’re honored to have you join our familia.

The Cacao Lab Partnership Program is a curated community of brand ambassadors or “partners” on a quest to inspire global wellbeing. Together, we help promote Cacao Lab’s offerings to our communities, by supporting those around us in living their healthiest, most authentic lives.

The primary role of our partners is to help amplify our mission, using your unique experience, voice, and expertise to tailor Cacao Lab to your audience, and ultimately bring in new clients to Cacao Lab. We look forward to working with you throughout your journey.

The Cacao Lab Partnership Program terms agreement is made between ________ (the “Partner”) and Cacao Lab LLC. (“Cacao Lab”) effective on date of signature and valid until nullified.

I. Partnership Benefits

As a member of the Cacao Lab Partnership Program, we want you to have access to the Cacao Lab lifestyle and be rewarded for your efforts in sharing it with others. Your member benefits include:

• Earning commission on your tracked customer referrals, this will be tracked and paid via UpPromote (our Partner management platform).
• Share a unique discount code with your personal network to help bring in new customer referrals.
• Earn monthly rewards (i.e., store credits, products, etc.) through challenges.
• Access to exclusive Cacao Lab Partnership Program monthly circles, brand immersion, customized education and training.
• Early access to new product launches when possible.

II. Tracking and Commission Payment Terms

• All Partners need to create an account on UpPromote for purposes of conversion tracking.
• All Partners must have a complete W-9 form on file with UpPromote to receive payments.
• Payment will be issued monthly by UpPromote via PayPal with a 30-day delay between end of relevant month and earning commission/receiving payment (commission that may be earned is held in escrow for 30 days to settle account balances, and then distributed).
• Only conversions recorded in UpPromote shall be eligible for commissions. In the event of dispute, Cacao Lab reserves the right to deny payout of any commissions not tracked via the UpPromote system.
• Cacao Lab reserves the right to change the commission structure in the future provided that changes will be communicated in writing to Partners.

III. Partnership Performance Standards

• New Partners should achieve 2 conversions (new client referrals) within their first 30 days and continue to actively promote and refer new clients to Cacao Lab on a monthly basis thereafter.
• Partners who have not referred any new clients in over 90 days will be considered inactive.
• Ongoing inactivity may result in the termination of this Agreement or loss of other privileges associated with the Partnership program including but not limited to discount codes, commissions, and rewards.

IV. Activity Standards for New Ambassadors

V. Guidelines for Sharing Your Code and Link

• We encourage you to share your unique Partnership code widely across all of your personal channels (i.e. social media, printed handouts, email newsletters, your business website/blog/vlog, etc.) to ensure you receive credit for your referrals.
• It is prohibited to share your code discount/coupon sites as mass discounting is highly dilutive to the Cacao Lab brand. Should your discount be published on a mass or discount site, your resulting commission payout will be adjusted at the discretion of Cacao Lab.
• Failure to adhere to these guidelines may result in the termination of this Agreement or loss of other privileges associated with the Partnership program including but not limited to discount codes, commissions, and rewards.

VI. Collateral Usage

Cacao Lab will own the copyright to all content and briefing materials provided to Partners. During the term of this agreement, Cacao Lab grants Partners the right to use these assets solely to promote Cacao Lab and not for other purposes or in support of other brands. You are also hereby granting Cacao Lab the right to use content you have created for the purposes of promoting Cacao Lab in various marketing channels. Upon termination of this Agreement, Partners must cease usage of all Cacao Lab content and assets, which may include removal of previously published content.

VII. Original Work

Partner warrants that all content shared (except any materials supplied by Cacao Lab) will be the original work and creation of the Partner and will not infringe the rights (including without limitation, any intellectual property rights) of any third party.

VIII. Exclusivity

Cacao Lab and Partner agree that this Agreement is not exclusive, and the Partner may be a Partner of other brands. However, Cacao Lab reserves the right to terminate this Agreement if we feel that you or a company you are partnering with are directly competing with Cacao Lab. Cacao Lab also reserves the right to request an exclusive agreement separate at a future time, the terms of which will be discussed and agreed upon by both parties.

IX. Independent Contractor

Cacao Lab and Partner agree that the relationship created by this Agreement shall be that of service recipient and independent contractor. In this regard, Partner shall retain the exclusive right to control and direct all details of the services provided, within the proscribed guidelines set by Cacao Lab. For all purposes, including but not limited to the Federal Insurance Contributions Act (“FICA”), the Social Security Act, the Federal Unemployment Tax Act (“FUTA”), income tax withholding requirements, Unemployment Insurance taxes (“UI”), Disability Insurance (“SDI”), and all other federal, state and local laws, rules and regulations, Partner shall be treated as an independent contractor and not as an employee with respect to Cacao Lab. Accordingly, Partner shall be solely responsible for payment of all taxes including Federal, State and local taxes and contributions imposed or required under such taxes arising out of the Partner’s activities in accordance with this Agreement, including by way of illustration but not limitation, Federal and State income tax, Social Security tax, Unemployment Insurance taxes, and any other taxes or business license fee as required. None of the benefits, if any, that Cacao Lab provides to its employees shall be available to Partner. Partner’s exclusion from benefit programs maintained by Cacao Lab is a material component of the terms of compensation negotiated by the Parties, and is not premised on Partner’s status as a non-employee with respect to Cacao Lab. To the extent that Partner may become eligible for any benefit programs maintained by Cacao Lab (regardless of the timing of or reason for eligibility), Partner hereby waives its right to participate in the programs, to the maximum extent permitted by applicable law. Partner also agrees that consistent with its independent contractor status and to the maximum extent permitted by applicable law, it will not apply for any government-sponsored benefits that are intended to apply to employees, including, but not limited to, unemployment benefits. Partner further acknowledges that Partner is responsible for carrying and maintaining all required insurance coverage, such as Workers’ Compensation and Unemployment Insurance. Partner acknowledges that its Workers’ Compensation coverage is the sole remedy for any injury incurred performing services for Cacao Lab, including injuries incurred while driving an automobile in connection with Cacao Lab business. Partner hereby knowingly and voluntarily waives any right to claim any coverage and/or benefits under Cacao Lab’s workers’ compensation insurance policy. Partner agrees that even if a court or government agency determines that Partner and Cacao Lab have had a common law employer-employee relationship, Partner will still be bound by this Agreement and will not be entitled to receive from Cacao Labor have Cacao Lab provide on his behalf any different or additional pay, or any benefits, insurance coverage, tax payments, or withholding, or compensation of any kind, to the maximum extent permitted by applicable law. Partner hereby knowingly and voluntarily waives any right to claim any such benefits or payments on the ground of the performance of services under this Agreement, to the maximum extent permitted by applicable law. Partner acknowledges and agrees that it shall be responsible (as a self-employed individual) for all appropriate tax filing and payment. Cacao Lab will not withhold any employment taxes from compensation it pays Partner. Rather, UpPromote or PayPal will report the amount of commissions earned by Partner on IRS Forms 1099, to the extent required to do so under applicable laws.

X. Terms of Agreement

This agreement will begin upon signing and will continue until unless terminated by one of the parties according to the terms set forth herein. Either party may terminate this agreement at any time without cause upon written notice to the other party.

XI. Confidential Information

The Partner agrees at all times during the term of this agreement and thereafter, to hold in strictest confidence, and not to use, or to disclose to any person, firm or corporation without written authorization from Cacao Lab, any Confidential Information and/or Trade Secrets received from Cacao Lab. The Partner understands that “Confidential Information” means any Cacao Lab and/or proprietary information (including third party information provided by Cacao Lab), technical data, trade secrets or know-how, including but not limited to: databases, reports, publications, illustrations, software, research, product plans, products, services, customers lists. The term “Trade Secrets” means information deemed a trade secret as defined by applicable law including, but not limited to, a formula, pattern, compilation, program, device, method, technique, or process, that: (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. Under the federal Defend Trade Secrets Act of 2016, Partner shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (a) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made to Partner’s attorney in relation to a lawsuit for retaliation against Partner for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, nothing contained in this section or elsewhere in this Agreement, prohibits Partner from: (1) reporting possible violations of federal law or regulations to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the U.S. Congress, or any agency Inspector General; (2) making any other disclosures that are protected under the whistleblower provisions of federal law or regulations; or (3) otherwise fully participating in any federal whistleblower programs.

XII. Return or Property

Partner further agrees to deliver to Cacao Lab, immediately upon termination of this agreement, or at any time Cacao Lab so requests, without copying or reproducing, (i) any and all documents, files, notes, memoranda, databases, computer files and/or other computer programs including, but not limited to, those reflecting any Confidential Information and Trade Secrets whatsoever, or otherwise relating to Cacao Lab’s business; and (ii) any other property belonging to Cacao Lab which Partner may then possess or have under Partner’s control.

XIII. Injunctive Relief

Partner expressly agrees and acknowledges that any breach or threatened breach of Sections XI and/or XII will cause irreparable damage to Cacao Lab for which monetary damages will be an inadequate remedy, and that the damages flowing from such breach are not readily susceptible to being measured in monetary terms. Accordingly, in addition to all of Cacao Lab’s rights and remedies under this agreement and available under applicable law, including but not limited to, the right of the recovery of monetary damages and all other forms of other relief including, without limitation, equitable relief, from Partner, Cacao Lab shall be entitled, and Partner hereby consents, to issuance by any court of competent jurisdiction of temporary, preliminary and permanent injunctions, without the necessity of posting a bond or other security, enjoining any such breach or threatened breach by Partner. Partner’s sole remedy in the event of any injunction or order shall be dissolution of such injunction, if warranted, upon duly held hearing in a court of competent jurisdiction.

XIV. Indemnification

Partner indemnifies and holds harmless Cacao Lab from and against any and all liabilities, losses, damages, claims or causes of action, and any connected expenses (including reasonable attorneys’ fees) that are caused, directly or indirectly, by or as a result of the performance by Partner of the services provided under this agreement, provided that nothing herein shall be construed to require Partner to indemnify Cacao Lab from or against the negligent acts of Cacao Labor its employees.

XV. Notices

Any notice or communication under this agreement must be in writing and shall be effective upon (i) delivery by hand or e-mail, or (ii) seven (7) business days after deposit with a recognized international commercial courier (with proof of actual delivery), and addressed to Cacao Labor to Partner at the corresponding address below. Partner shall be obligated to notify Cacao Labin writing of any change in Partner’s address. Notice of change of address shall be effective only when done in accordance with this Section.

Cacao Lab’s Notice Address:

Cacao Lab, LLC.
295 Wall Street Kingston, NY 12401

XV. Integration, Amendments, and Waivers

Except as noted herein, this agreement is intended to be the final, complete, and exclusive statement of the terms of Partner’s engagement by Cacao Lab. This agreement supersedes all other prior and contemporaneous agreements and statements, whether written or oral, express or implied, pertaining in any manner to the engagement of Partner, and it may not be contradicted by evidence of any prior or contemporaneous statements or agreements. To the extent that the practices, policies, or procedures of Cacao Lab, now or in the future, apply to Partner and are inconsistent with the terms of this agreement, the provisions of this agreement shall control. This agreement may not be amended except by an instrument in writing, signed by each of the parties. Failure to exercise any right under this agreement shall not constitute a waiver of such right.

XVI. Survival and Assignment; Severability

Those provisions in this agreement that are necessary to protect the interests of the parties as envisioned in this agreement shall survive termination of this agreement. Partner shall not assign any rights or obligations under this agreement. If a court or arbitrator holds any provision of this agreement to be invalid, unenforceable, or void, the remainder of this agreement shall remain in full force and effect.

XVII. Governing Law, Forum, and Attorneys’ Fees

The Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. Any dispute or controversy between the Parties relating to or arising out of the Agreement shall be determined by arbitration in New York county, New York, by a single arbitrator and pursuant to the rules then prevailing of the American Arbitration Association. In any arbitration, the Parties shall be permitted to engage in any type of discovery permitted by the Federal Rules of Civil Procedure, including, without limitation, the taking of depositions and the service of document requests, non-party subpoenas and interrogatories. The arbitration award shall be final and binding upon the Parties and judgment may be entered thereon by any court of competent jurisdiction. The service of any notice, process, motion or other document in connection with any arbitration under this Agreement or the enforcement of any arbitration award hereunder may be effectuated by overnight mail or by international courier (in each case where such delivery requires signing on receipt), to the Parties at their respective addresses specified herein. The remedy provided by this binding arbitration provision is exclusive. The prevailing party in such arbitration may file an action in court to confirm and to enforce the arbitration award. Notwithstanding the foregoing, claims for injunctive relief may be adjudicated, only by the state and/or federal courts residing in the county of New York county, New York; with respect to this or any other litigation, the Parties expressly waive any right they may have to a jury trial.

XVIII. Interpretation; Force Majeure

This agreement shall be construed as a whole, according to its fair meaning, and not in favor of or against any party. Captions are used for reference purposes only and should be ignored in the interpretation of the agreement. Neither party shall be liable for any damages or other losses resulting from failure to perform its obligations under this agreement where such failure is the result of a cause beyond the party’s reasonable control.

XIX. Partner Acknowledgment.
Partner acknowledges that it has had the opportunity to consult legal counsel in regard to this agreement, that it has read and understood this agreement, that it is fully aware of its legal effect, and that it has entered into it freely and voluntarily and based on its own judgment and not on any representations or promises other than those contained in this agreement.