JBA BRANDS AFFILIATE AGREEMENT

1. Authorization and Contract. By executing this JBA BRANDS

Affiliate Agreement (“Agreement”), you apply for legal authorization to become a JBA BRANDS business owner and enter into contract with AQP One, hereinafter “JBA BRANDS” You acknowledge that prior to signing you have received, read and understood the JBA BRANDS Income Disclosure Statement, that you have read and understood the JBA BRANDS Policies and Procedures, which are incorporated into this Agreement and made part of it as if restated in full, as posted on JBABRANDS.COM, and that you have read and agree to all terms set forth in this Agreement. JBA BRANDS reserves the right to reject any application for any reason within 5 working days of receipt.

2. Expiration, Renewal, and Termination.

The term of this Agreement is one (1) year (subject to prior cancellation or disqualification pursuant to the Policies and Procedures). If you fail to renew your JBA BRANDS business, or if it is canceled or terminated for any reason, you understand that you will permanently lose all rights as an Affiliate lose the ability to sell JBA BRANDS products and services, lose the eligibility to receive royalties, bonuses, or other income resulting from the activities of your former downline sales organization. In the event of cancellation, termination or nonrenewal, you waive all rights you have, including but not limited to property rights, to your former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of your former downline organization. JBA BRANDS reserves the right to terminate all Affiliate Agreements upon 60 days notice if the Company elects to: (1) cease the operation of its business; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services through direct selling channels. Affiliate may cancel this Agreement at any time, and for any reason, upon written notice to JBA BRANDS at its principal business address. JBA BRANDS may cancel this Agreement for any reason upon 60 days advance written notice to Affiliate. If the Affiliate breaches any of its provisions, JBA BRANDS may also take actions short of termination of this Agreement,

3. Independent Contractor Status.

You agree this authorization does not make you an employee, agent, or legal representative of JBA BRANDS or your Sponsoring Affiliate. As a self-employed independent contractor, you will operate your own independent business, buying and selling products available through JBA BRANDS on your own account. You have complete freedom in determining the number of hours that you will devote to your business, and you have the sole discretion of scheduling such hours. You will receive IRS Form 1099-MISC reflecting the amount of income paid to you during the calendar year. By agreeing to these terms, you agree to receive the 1099-MISC form via electronically. It will be your sole responsibility to account for such income on your individual income tax returns.

 4.Refunds and Product Returns.

You agree that if you resell product directly to a customer, you will adhere to JBA BRANDS’s unused product with 100% satisfaction guarantee policy and shall provide customer a refund of all monies paid if the customer returns the product to you within 30 days of the sales transaction. If you are not 100% satisfied with our products, you may return unused items for a refund if (i) neither you nor we have terminated the Agreement; (ii) the products were purchased within 30 days; and (iii) and remains in resalable condition (as defined in the Policies and Procedures). The refund shall be 100% of the purchase price less the commission.  Shipping and handling charges incurred WILL NOT be refunded. The AFFILIATE will pay for the shipping and handling charge for the return of the product.

5. Presenting the Plan.

You agree when presenting the JBA BRANDS Compensation Plan to present it in its entirety as outlined in official JBA BRANDS materials, emphasizing that sales to end consumers are required to receive compensation in the form of commissions. 

6. Selling Product.

You agree to make no representations or claims about any products beyond those shown on product labels and/or in official JBA BRANDS literature. You further agree to sell products available through JBA BRANDS only in authorized territories. 
Product claims (which include personal testimonials) as to the therapeutic, curative or beneficial properties may not be made except those contained in official JBA BRANDS literature. No Affiliate may make any claim that JBA BRANDS products are useful in the cure, treatment, diagnosis, mitigation or prevention of any diseases, as such statements can be perceived as medical or drug claims and likely violate federal and state laws and regulations, including the federal Food, Drug, and Cosmetic Act and the Federal Trade Commission Act.  

 7. JBA BRANDS’s Proprietary Information and Trade Secrets.

You recognize and agree that, as further set forth in the Policies and Procedures, information compiled by or maintained by JBA BRANDS, including Line of Sponsorship (“LOS”) information (i.e., information that discloses or relates to all or part of the specific arrangement of sponsorship within the JBA BRANDS business including, without limitation, Affiliate lists, sponsorship trees, and all JBA BRANDS Affiliate information generated therefrom, in its present or future forms), constitutes a commercially advantageous, unique and proprietary trade secret of JBA BRANDS, which it keeps as proprietary and confidential and treats as a trade secret. During the term of your contract with JBA BRANDS, JBA BRANDS grants you a personal, non-exclusive, non-transferable and revocable right to use trade secret, confidential, and proprietary business information (“Proprietary Information”), which includes, without limitation, LOS information, business reports, manufacturing and product developments, and Affiliate sales, earnings and other financial reports to facilitate your business.

 8. Non-Competition Agreement.

In accordance with the Policies and Procedures, you agree that during the period while you are an Affiliate, and for one (1) calendar year following resignation, non-renewal, or termination of your business, you will not compete with JBA BRANDS. This covenant shall survive the expiration or termination of your authorization and contract with JBA BRANDS.

 9. Non-Solicitation Agreement.

In accordance with the Policies and Procedures, you agree that during the period while you are an Affiliate, and for one (1) calendar year following resignation, non-renewal, or termination of your business, you will not encourage, solicit, or otherwise attempt to recruit or persuade any other JBA BRANDS Affiliate to compete with the business of JBA BRANDS.

10. Images / Recordings / Consents.

You agree to permit JBA BRANDS  to obtain photographs, videos, and other recorded media of you or your likeness. You acknowledge and agree to allow any such recorded media to be used by JBA BRANDS for any lawful purpose, and without compensation.

 11. Modification of Terms.

With the exception of the dispute resolution section in Policies and Procedures, which can only be modified by way of mutual consent, the terms of this Agreement may be modified as specified in the Policies and Procedures.

 12. Jurisdiction and Governing Law.

The formation, construction, interpretation, and enforceability of your contract with JBA BRANDS as set forth in this Affiliate Agreement and any incorporated documents shall be governed by and interpreted in all respects under the laws of the State of California, USA without regard to conflict of law provisions. As for Louisiana residents, notwithstanding the foregoing, Louisiana residents may bring an action against JBA BRANDS with jurisdiction and venue as provided by Louisiana law.

 13. Dispute Resolution.

All disputes and claims relating to JBA BRANDS, its products and services, the rights and obligations of a JBA BRANDS Affiliate, or any other claims or causes of action relating to the performance of either an Affiliate or JBA BRANDS under the Agreement or the JBA BRANDS Policies and Procedures shall be settled totally and finally by arbitration as enumerated in the Policies and Procedures in Garden Grove, California, USA or such other location as JBA BRANDS prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the American Arbitration Association, except that all parties shall be entitled to discovery rights allowed under the Federal Rules of Civil Procedure. Additionally, you agree not to initiate or participate in any class action proceeding against JBA BRANDS, whether in a judicial or mediation or arbitration proceeding, and you waive all rights to become a member of any certified class in any lawsuit or proceeding. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Nothing in the Agreement shall prevent JBA BRANDS from applying to and obtaining from any court having jurisdiction a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect its interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

 14. Time Limitation.

If an Affiliate wishes to bring an action against JBA BRANDS for any act or omission relating to or arising from the Agreement, such action must be brought within one (1) year from the date of the alleged conduct giving rise to the cause of action. Affiliate waives all claims that any other statutes of limitations apply.

 15. Miscellaneous.

If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The provisions of this Agreement, including all documents incorporated herein by reference, embody the whole agreement between you and JBA BRANDS and supersedes any prior agreements, understandings and obligations between you and JBA BRANDS concerning the subject matter of your contract with JBA BRANDS.

 16. Notice of Right to Cancel.

You may request a refund on your enrollment fee if it’s done within 30 business days from the date of enrollment.  If you cancel, any enrollment fees paid will be returned within 30 business days following receipt by the seller of your cancellation notice. To cancel this transaction, mail or deliver written notice, to 

AQP One, Inc.
11555 Monarch Street, Suite A, 
Garden Grove, CA, 92841

 not later than midnight of the 28th business day following the date of this Agreement.

17. For USA Citizen, Submission of Electronic W-9. 

Under penalty of perjury, I certify that (1) the number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and (2), I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. Citizen or other U.S. person.