TERMS AND CONDITIONS OF PARTICIPATION
ORGANO GOLD ENTERPRISES, INC., a British Columbia Corporation (Reg. No. BC0824234), having its business address at: 12148 Horseshoe Way, Richmond, B.C. Canada V7A 4V5, (“Organo Gold” or the “Company”); AND, the “Individual” identified and duly endorsing this Agreement below (which Individual is of age of majority in the jurisdiction they reside in and legally entitled to enter into this Agreement).
WHEREAS, Organo Gold wishes to put on the weight loss challenge (the “X4Ever Challenge”) and the Individual wishes to participate in the X4Ever Challenge. THEREFOR, the Individual and Organo Gold (together the “Parties”) hereby acknowledge and agree as follows.
1.1 The Company is extending this invitation (“Offer”) for the Individual to participate in the X4Ever Challenge, which is to be understood as comprising two phases: the FENIX Challenge and the X4Ever phase, during which phases, the Individual shall use OGX FENIX (the Organo-branded weight management shake, the “Product”) in accordance with the guidelines attached as Schedule “A”, and maintain a healthy lifestyle, in exchange for the opportunity to qualify for the “Awards” outlined in Schedule “B”.
1.2 The term of this Agreement shall continue in full force and effect until December 31, 2017 which term is renewable before its initial expiry; however, either Party shall be at liberty to terminate this Engagement at any time, in their sole and absolute discretion by giving a ten (10) days’ Notice. The abandonment of the X4Ever Challenge may be deemed as Voluntary Termination.
1.3 Organo Gold reserves the right to cancel or modify these Terms and Conditions at its sole discretion any time, upon Notice to an Individual provided that the Individual has not already qualified for a given Award.
2.0 ELIGIBILITY REQUIREMENTS
2.1 In order to qualify for the participation in the FENIX Challenge (1st phase), the Individual shall:
a) Create your Profile at X4Ever.club by providing personal information including but not limited to: contact information, body measurements, and weight loss goal, WHICH GOAL SHOULD BE TO LOSE A MINIMUM OF 10 POUNDS;
b) Upload a “Before Photo” of oneself before starting the Challenge;
c) Use OGX FENIX during your participation in the X4Ever Challenge.
2.2 In order to qualify for the participation in the X4Ever (2nd phase), the Individual is required to:
a) Complete the FENIX Challenge;
b) Purchase at least 1 pouch per month on OG Autoship.
2.3 To be clear, the Individual will be notified of their having successfully qualified for the participation in the Challenge upon companies’ verification of the information on the profile, only after which verification the Individual can qualify for the awards.
2.4 The Company reserves a right to disqualify the Individual from participating and/or qualifying for the Award if the information provided by the Individual is false, incomplete or inaccurate.
2.5 Each Individual will be notified of their successful completing the FENIX Challenge via email not later than 10 days from fulfilling the requirements of the phase.
2.6 To be clear, the Individual completes the First Phase upon achieving the weight loss goal indicated in their profile at X4Ever.club.
3.0 FORMAL CONSIDERATION
3.1 In exchange for the Individual’s participation, the Company: 1.grants the Individual a right to participate in the Program (to potentially lose weight, maintain a desired weight and healthy lifestyle, and increase their well-being), and 2.provides the opportunity for the Individual to qualify for Awards outlined in the Schedule “B”.
3.2 This Consideration Granted shall be deemed to be good and valuable consideration at law, so as to bind the Parties to their respective obligations as may be contemplated herein.
4.0 QUALIFICATION FOR THE AWARDS
4.1 To qualify for the Awards at the FENIX phase, outlined in Schedule “B”, the Individual has to:
i use OGX FENIX in accordance to the guidelines in Schedule “A”;
ii specify how many pounds were lost, and fill out a testimonial on your progress in the Challenge on a weekly basis
iii lose a minimum of 10 pounds, and
iv Every time 10, 25, 50, and/or 100 pounds are lost OR the applicable weight goal is achieved:
a) update your measurements at X4Ever.club,
b) upload an “After Picture”, and
c) fill out a testimonial on your motivation for losing weight, and/or what you liked most about OGX FENIX and X4Ever Challenge, and/or (your ultimate health goal on.
4.2 To qualify for the Awards at the X4Ever phase and to receive a chance to be selected for the TOP5 and X4Ever Champion Awards at the X4Ever phase in accordance with paragraph 4.4 below, the Individual has to 1
i use OGX FENIX in accordance to the guidelines outlined in Schedule “A”,
ii share a testimonial on maintaining a healthy body weight with OGX FENIX, and update their photo and body measurements on a monthly basis.
4.3 Quarterly TOP 3, Annual TOP 5 Champions at the FENIX Stage, and Annual TOP 5 at the X4ever Stage, will be selected by the Selection Committee, which Committee consists of the three Organo Gold Executives, based on the following criteria evaluating each participant on a 40 point scale:
i Weight Loss Achievement (20 points)
ii Inspirational Story (20 points)
4.4 To be clear,
i Weight Loss Achievement criterion accounts for the number of pounds lost during the participation in the Challenge.
ii Inspirational Story criterion will be used to judge Individuals’ testimonials and pictures based on their content, which criterion consists of:
a) evidentiary support factor which shall be used to evaluate the motivational character of pictures (10 points), and
b) life-changing experience factor that speaks to the commitment to achieve weight loss goal and keep lost weight off (10 points).
5.1 The Individual hereby acknowledges that the provision of Services may subject the said Individual to personal liability, legal prejudice, and other physical or economic harm, by virtue of their actions, omissions, the unanticipated actions or omissions of others, and/or any number of other random occurrences (collectively the "Risks”); and thus, in exchange for the Consideration Granted, the Individual agrees to assume all responsibility for the Risks identified above, as further outlined in Section 5 below.
5.2 In exchange for the Consideration Granted by the Company, the Individual does hereby fully and finally release and forever discharge Organo Gold from any liability of any kind or nature whatsoever, whether at law, in equity, or otherwise (including: all claims, demands, causes of action, and/or other similar charges, whether relating 1.loss, 2.economic harm/damage, 3.property damage, 4.personal injury, 5.death, and/or any other 6.sufferance), arising or resulting from or in any manner related to the Individual's provision of Services, whether occasioned in whole or in part by an act or omission of Organo Gold, or, the act or omission of any third party.
5.3 By participating in the Promotion, the Individual acknowledges that they hereby unconditionally transfer to OGI any and all of the Individual’s right, title, and interest in, and authorize to use literary and pictorial works of authorship and their image, likeness and sound of voice in any and all: images, video or audio recordings, depictions, or reproductions, of the Individual's participation in the Challenge; whether such are created, modified, acquired, or stored, by either OGI or the Individual, or by some other party
5.4 By accepting this Offer, the Individual expressly waives any right or entitlement to seek a legal or equitable remedy as against Organo Gold for any injury, loss, or damage sustained as a consequence of the materialization of any of the said Risks, whether reasonably foreseeable or not, which Risks the Individual shall hereby deemed to voluntarily expose themselves to, by virtue of their provision of Services.
5.5 The Individual acknowledges that it is their sole responsibility to fully inform themselves about the Risks (both foreseeable and unforeseeable) they are assuming by providing the Services; and if necessary to seek and obtain any legal or medical advice necessary to satisfy themselves as to the nature of the consent given under this Agreement, and, acknowledges that they SHOULD NOT enter into this Agreement if they have any doubt as to what this assumption of responsibility and liability with respect to the said Risks entails.
6.0 OBLIGATION TO INDEMNIFY AND HOLD HARMLESS
6.1 Furthermore, in exchange for the Consideration granted, the Individual hereby agrees to completely indemnify Organo Gold and otherwise keep Organo Gold free and harmless from ANY AND all injury, loss, or other harm (be it economic or otherwise), associated to the Individual's voluntary assumption of the responsibilities and liabilities associated to the aforementioned Risks; which "Indemnity" shall be understood to include re-imbursement for any and all costs, expenses or other fees, associated to the enforcement of the provisions of this Agreement, whether at law, in equity, or otherwise. To be clear, this Indemnity shall serve as an automatic right to collect as Liquidated Damages any economic sum or other quantifiable value imputed to Organo Gold at law or in equity as a result of any Cause of Action intended to be covered by this Agreement, whether or not an actual Judgment has been obtained, and, regardless of any judicial finding in response to the validity of the Individual’s voluntary assumption of the said responsibilities and liabilities associated to the Risks outlined in this Agreement, or as a consequence of the legal validity of this Agreement in and of itself.
7.1 Finally, by endorsing this Agreement below, the Individual acknowledges that this Agreement is premised upon the mutual representations respecting the qualifications, standing, and good faith of the Parties; and as such, that this Agreement contains the entirety of the terms and conditions of the Engagement superceding any prior arrangement, whether verbal or documented.
7.2 The failure of either Party to insist upon strict performance of any of the terms and conditions herein shall not be deemed a waiver of any right or remedy that either Party has under the terms of this Agreement, and, shall not be deemed to be an implied grant of permission or condonation of any subsequent default of the terms and conditions.
7.3 This Agreement shall be governed by the laws valid and applicable within the Province of British Columbia without reference to any rules or other provisions regarding the conflict of laws, as if the Agreement wholly executed within the Province of British Columbia; and, the Parties hereby consent to attorn to the respective authority of the venues of first instance contemplated by the laws applicable within the Province of British Columbia.
7.4 If any term or condition of this Agreement is determined to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall attach only to such provision (or part thereof) and the remaining part and all other terms and conditions shall continue in full force and effect; similarly, if any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted only so far as is necessary to be valid and enforceable at law.
7.5 The Agreement shall have effect from the date expressed below, which shall be understood as the date the Individual formally “accepts” this Offer and having read these terms and conditions, agreeing to be bound by them.