Please read these Terms carefully. By Applying to be a Jagwire Independent Consultant, you’re agreeing to these Terms. This is a legal agreement including The Privacy Policy, The Jagwire Independent Consultant Application & Agreement and The Jagwire Confidentiality Agreement.
Privacy Policy
Effective Date: November 2015
Jagwire Technologies, Inc. (Jagwire) takes the privacy of its Internet users seriously. We are committed to safeguarding the privacy of our users while providing a personalized and valuable service. This Privacy Statement explains the website data processing practices of the Jagwire website http://www.jagwireinc.com.
Information Collected: Non-Personal
The moment you visit our website, some non-personal information is collected by Jagwire and its various departments and agencies. We collect information automatically about your visit to our website. The information collected includes basic demographic data and browsing patterns. It is used only in aggregate form. We use aggregate information (so that no individual user is identified):
- to build up audience profiles;
- to aid strategic development, and
- to analyze use of the website.
We also collect personal information through enquiry forms and every time you e-mail us your details.
Information Collected: Personal
All personal information acquired by Jagwire in any format, including electronic, is governed and maintained according to policies and procedures in accordance with the Right to Information and Protection of Privacy Act of New Brunswick Canada. We only collect personal information through application forms, enquiry forms and e-mails on the website but may receive personal information from you by other means including written, verbal or otherwise. This personal information must be divulged by you.
Use and Disclosure of Personal Information
Jagwire processes personal information collected via its public website for the purposes of:
- accepting applications to join the Jagwire Independent Consultant Program;
- billing related to our products & services;
- notifying you of updates;
- receiving your opinions and input with respect to Jagwire business.
- communicating with you for business purposes;
- providing you with information related to services and support available;
- confirming your identity;
- processing requests for information with respect to this website or Jagwire business;
- processing your orders for Jagwire products & services;
- responding to your service request or complaint; or
- for legal, regulatory and audit purposes;
With your consent Jagwire may use your personal information for other reasons. Jagwire will not disclose your personal information to any outside parties without your prior consent.
Consent to Use Personal Information
You give consent for Jagwire to collect, use and disclose your information when you provide your personal information to Jagwire. When we receive personal information from you it helps provide you with our services, your consent to use your personal information in a reasonable manner is implied when you access and use this website. Independent Consultants consent to the collection of personal information in accordance with the terms of the Jagwire Independent Consultant Application and Agreement executed by them when registering with Jagwire. Jagwire may retain and use your personal information for as long as it, in its sole discretion, determines is necessary. Your consent survives the termination of your relationship with Jagwire. You can withdraw consent to use your personal information by providing us with written notice clearly indicating you wish to withdraw consent to use your personal information to Jagwire at the address below.
E-mail Query Forms
Many web pages include links to e-mail query forms, where you may ask specific questions relating to any portion of the Jagwire website. The information submitted in these forms is sent by unencrypted e-mail from our web server, via the Internet, to the appropriate e-mail mailbox. E-mail in inherently insecure and by using e-mail you accept responsibility that the information sent may be viewed or intercepted by a third party.
Public Comment Forms
Public Comment Forms often are used to complement a public consultation process to receive input, ideas, comments and suggestions on specific corporate initiatives, programs and/or business matters. The information submitted in these forms is transmitted in one of two ways (through your selection): 1) unencrypted e-mail from our web server, via the Internet, to the appropriate e-mail mailbox within Jagwire, and/or 2) by using a “post to website” public comment form, where the data is transmitted unencrypted and then authorized for posting to the public website.
Disclosure of Personal Information
Jagwire will not knowingly disclose your personal information to third parties outside of Jagwire and its partners, and affiliated entities who agree to abide by Jagwire privacy policies, except under circumstances as may be required by law or to protect legal rights. We may share our records with other affiliated entities. Jagwire products & services are sold through internal and Independent Consultants who may use or require the use of a web interface to complete a purchase or transaction. If you are purchasing goods or services from Jagwire, we may automatically disclose your personal and purchasing information to a Jagwire Independent Consultant in order to route your purchase through an Independent Consultant. This information may include past and present orders, your name and contact information. In order to deliver our products & services and after receiving assurance that they will protect your personal information, we may disclose your personal information to service providers or other external entities so they can perform certain tasks on our behalf including but not limited to fulfilling orders, delivering packages, email administrative functions, processing credit card payments, performing marketing, administering contests and providing customer service.
Information that is transferred or disclosed to Jagwire Independent Consultants and to service providers or agents who perform various functions for us may be transferred outside of your country, and may become accessible to foreign authorities, governments and agencies. Personal Information stored or accessible in the United States may be subject to disclosure to U.S. government or other agencies as prescribed by law. In some circumstances, we may provide your personal information to third parties for legal purposes, or as otherwise required or permitted by law.
Links in the Website
The Jagwire website sometimes provides links to other websites. In most cases, links to other websites will open in a new browser window. Please note that you are clicking to ANOTHER website and content and privacy standards therefore are not under the control of Jagwire. We encourage you to read the privacy statements of these linked sites as their policies may differ from Jagwire’s.
Changes in our Privacy Policy
Any substantive changes to the Jagwire Privacy Policy will be posted on this webpage.
Contacting the Website
Should you have any questions about this privacy statement, the practices of this site, your dealings with this website or should you wish opt out of receiving certain communications from us (i.e. email promotions and other information that may be of interest to you from Jagwire or from its approved partners), please email us at: privacy@jagwireinc.com or write to us at:
Jagwire Technologies, Inc.
46 William Street
Fredericton, NB E3A 4V6
Attn: Privacy Officer/Information Security Officer
Jagwire Independent Consultant Application & Agreement
1. I understand that as a Jagwire Technologies, Inc. (“Jagwire”) Independent Consultant:
a. I have the right to sell Jagwire products and services in accordance with these Terms.
b. I have the right to enroll persons in Jagwire.
c. I will support and train Jagwire Independent Consultants who I sponsor.
d. I shall be responsible for obtaining all necessary licenses and permits and for complying with all applicable federal, provincial, state and municipal laws, codes and regulations in connection with my activities as a Jagwire Independent Consultant.
e. I understand that I am not an employee of Jagwire and shall not be entitled to receive from Jagwire any benefits whatsoever and Jagwire shall not be required to make contributions for employment insurance, Canada Pension, worker’s compensation and other similar levies in respect of payments to be made to me as a Jagwire Independent Consultant. I shall be fully responsible for paying all applicable federal and state/provincial withholding taxes, source deductions, taxes, employment insurance premiums, Canada Pension Plan contributions, worker’s compensation contributions or provincial employee health tax contributions and other levies, premiums, license requirements and fees related to my earnings and activities as a Jagwire Independent Consultant.
f. I will perform my obligations as a Jagwire Independent Consultant with honesty and integrity.
2. I agree that as a Jagwire Independent Consultant I am an independent contractor, and not an employee, agent, partner, legal representative, or franchisee of Jagwire. I shall be solely responsible for paying all expenses incurred by myself, including but not limited to travel, food, lodging, secretarial, office, long distance telephone and other expenses.
3. If approved by Jagwire I will carefully read and understand the Jagwire Confidentiality Agreement, Jagwire Policies & Procedures, the Jagwire WealthPlan, the Jagwire Code of Ethics, and the Jagwire Privacy Policy, all of which will be incorporated into and made a part of these Terms & Conditions once I sign the Jagwire Policies & Procedures (collectively referred to as the “Agreement”). I understand that I must be in good standing, and not in violation of any of the terms of the Agreement, to be eligible to receive remuneration from Jagwire. Jagwire may amend the Agreement at its sole discretion. Amendments shall be effective 30 days after notice of the amendment is published in commercially reasonable fashion, which includes, but is not limited to, posting online at Jagwireinc.com. If I do not agree to any amendment, I shall cancel my Jagwire Independent Consultant Agreement in writing no later than the effective date of the amendment.
4. The initial term of this agreement is one year and shall automatically renew, subject to Jagwire’s right to reject a renewal, upon receipt of payment of the annual renewal fee when applicable. If I fail to annually renew my Jagwire business, or if it is canceled or terminated for any reason, I will permanently lose all rights as a Jagwire Independent Consultant. I shall not be eligible to sell Jagwire products and services nor shall I be eligible to receive remuneration resulting from the activities of myself or my former Jagwire sales organization. In the event of cancellation, termination or nonrenewal, I agree to waive all rights, including but not limited to property rights, to my former organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. Both parties reserve the right to terminate this Agreement for any reason upon 30 days’ notice to the other party.
5. I may not assign any rights or delegate my duties under this Agreement without the prior written consent of Jagwire. Any attempt to transfer or assign this Agreement without the written consent of Jagwire renders this Agreement voidable at the option of Jagwire and may result in termination of my business.
6. I understand that if I fail to comply with the terms of the Agreement, Jagwire may, at its discretion, impose upon me disciplinary sanctions as set forth in the Policies & Procedures. If I am in breach, default or violation of this Agreement at termination, I shall not be entitled to receive any further bonuses or commissions, whether or not the sales for such bonuses or commissions have been completed.
7. Jagwire, its directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I waive all claims to, consequential and exemplary damages against Jagwire and its affiliates. I further agree to release Jagwire and its affiliates from all liability arising from or relating to the promotion or operation of my Jagwire business and any activities related to it (e.g., the presentation of Jagwire products or WealthPlan and SalesPlan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and I agree to indemnify Jagwire and its affiliates for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.
8. This Agreement, in its current form and as amended by Jagwire at its discretion, constitutes the entire contract between Jagwire and myself. Any promises, representations, offers, or other communications not expressly set forth in this Agreement are of no force or effect.
9. Any waiver by Jagwire of any breach of this Agreement must be in writing and signed by an authorized officer of Jagwire. Waiver by Jagwire of any breach of this Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
10. If any provision of this 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.
11. This Agreement shall be governed by and interpreted in accordance with the laws of the Province of New Brunswick and the federal laws of Canada applicable in New Brunswick without regard to principles of conflicts of laws. All disputes and claims relating to or arising from the Agreement, the rights and obligations of a Jagwire Independent Consultant, or any other claims or causes of action relating to the performance of either a Jagwire Independent Consultant or Jagwire under the Agreement shall be settled as specified in Jagwire’s Mediation and Arbitration Policy contained in Jagwire’s Policies & Procedures once a Jagwire Independent Consultant is approved by Jagwire and has signed the Agreement. JAGWIRE INDEPENDENT CONSULTANT WAIVES ALL RIGHTS TO A COURT OR JURY TRIAL EXCEPT AS SPECIFIED IN THE POLICIES & PROCEDURES once the applicant is approved by Jagwire and has signed the Jagwire Policies & Procedures.
12. The parties consent to jurisdiction and venue before any federal or provincial court in New Brunswick, Canada, for purposes of enforcing an award by an arbitrator, for equitable relief, or any other matter not subject to arbitration as specified in the Policies & Procedures.
13. If a Jagwire Independent Consultant wishes to bring an arbitration action against Jagwire for any act or omission relating to or arising from this Agreement, such action must be brought within one year from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against Jagwire for such act or omission. Jagwire Independent Consultant waives all claims that any other statute of limitations applies.
14. I authorize Jagwire to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.
15. A faxed copy of this Agreement shall be treated as an original in all respects.
JAGWIRE CONFIDENTIALITY AGREEMENT
AN AGREEMENT (the “Agreement”) made at the time the Jagwire Independent Consultant Application Form is sent to Jagwire by the applicant who filled out the form with their own information on behalf of themself clicking the submit button, between Jagwire Technologies, Inc. 4711 Yonge Street, 10th Floor, Toronto, Ontario, Canada, M2N 6K8 (“Jagwire”) and the applicant (“Receiving Party”). Jagwire and Receiving Party are collectively the “Parties” and each, a “Party”.
Background
• Jagwire owns and/or holds certain confidential information in the form of inventions, processes, techniques, methods of production, know-how, formulas, ideas, drawings, modules, plans, designs, products, samples, specifications, trade secrets and other information and/or material relating to Jagwire’s Independent Consultant Program as described in the Jagwire Policies & Procedures, Jagwire Confidential Pricebook and the Jagwire WealthPlan, including without limitation, any agreements, contracts, sales techniques, pricing, business processes, systems and activities related thereto, such as Jagwire’s communication and information technology infrastructure, systems, architecture, processes, the Jagwire Policies & Procedures, Jagwire Confidential Pricebook, the Jagwire WealthPlan and all other plans, together with any modifications, variations and/or improvements thereto, (collectively “Jagwire Information”) and will disclose certain Jagwire Information to Receiving Party subject to the terms of this Agreement.
• Receiving Party acknowledges that Jagwire Information has been and is being developed by Jagwire through the expenditure of substantial time, effort and money, that Jagwire Information is therefore a valuable asset of Jagwire and that Jagwire Information must be kept in strict confidence for the exclusive benefit of Jagwire.
• Receiving Party acknowledges that Jagwire wishes to preserve the confidentiality of Jagwire Information, including any subsequent modifications, variations and/or improvements, for the exclusive benefit of Jagwire.
THEREFORE in consideration of the disclosure of Jagwire Information, Receiving Party agrees as follows:
1. For the limited purpose of providing Jagwire with the services outlined in the Jagwire Independent Consultant Program, which may include understanding Jagwire’s current state of processes, systems, techniques and tools and determining its capability to support growth, business development and improvement in the above-mentioned areas (“Permitted Purpose”), Receiving Party agrees to receive and use Jagwire Information on a confidential basis.
2. Following execution of this Agreement by both Parties, Jagwire may deliver and/or disclose Jagwire Information to Receiving Party in connection with the Permitted Purpose. These disclosures may be made in written, oral or visual form. For the avoidance of doubt, this Agreement does not compel Jagwire to disclose to Receiving Party any Jagwire Information. Jagwire may in its sole and absolute discretion determine which Jagwire Information to disclose to Receiving Party.
3. Receiving Party acknowledges and agrees that:
a) Jagwire Information is proprietary, secret, confidential and valuable to Jagwire;
b) it owes an obligation of confidence to Jagwire in relation to Jagwire Information;
c) as between the Parties, all rights and interests (including all intellectual property) in Jagwire Information solely belong to Jagwire; and
d) it has no rights or interest in Jagwire Information other than the right to use it on the terms of this Agreement.
4. Receiving Party must hold Jagwire Information in trust and confidence for Jagwire and must not, directly or indirectly, use it except to the extent necessary for the Permitted Purpose. Jagwire Information must be treated by Receiving Party with the same standard of care as a prudent business uses with respect to its own confidential or proprietary information.
5. Except as provided in this Agreement or as otherwise authorized in writing by Jagwire, Receiving Party must not:
a) disclose Jagwire Information to other persons, including, without limitation, any related bodies corporate of Receiving Party;
b) use Jagwire Information for its own purpose or for the purposes of any other person; and
c) copy, reproduce or distribute, in whole or in part, any document delivered to Receiving Party by or on behalf of Jagwire and containing Jagwire Information except in the ordinary course of the Permitted Purpose.
6. The obligations of Receiving Party under this Agreement do not apply to Jagwire Information which:
a) is in the public domain in any country as of the date of this Agreement or which later comes into the public domain in any country through no fault of Receiving Party or any of its directors, officers, sub-contractors, employees, agents or advisors;
b) Receiving Party can prove it had in its possession in written or physical form prior to the date of this Agreement;
c) is or was lawfully disclosed to Receiving Party at any time by a third party who is or was not then under an obligation of confidence in relation to that information;
d) Receiving Party can prove is or was independently developed by Receiving Party without Receiving Party relying on, referring to or incorporating any Jagwire Information; or
e) Receiving Party is required to disclose by law or order of any court or tribunal of competent jurisdiction, or by any government agency, stock exchange or regulatory body. In the event of any such requirement, Receiving Party must (1) promptly notify Jagwire, (2) consult with and follow any directions from Jagwire in an attempt to minimize disclosure, and (3) if disclosure cannot be avoided, only disclose to the extent necessary to comply and use its best efforts to safeguard the confidentiality of Jagwire Information.
7. Receiving Party must:
a) be responsible for maintaining the confidentiality of all Jagwire Information disclosed to it subject to this Agreement and must use its best endeavors to prevent unauthorized use, disclosure, or reverse engineering thereof;
b) ensure that Jagwire Information is kept under Receiving Party’s effective control and is secure from theft, loss, damage and unauthorized access, use and disclosure;
c) promptly take all steps that Jagwire may require in relation to any actual, suspected, threatened or likely future breach of this Agreement, or in relation to any theft, loss, damage and unauthorized access, use and disclosure of Jagwire Information;
d) disclose Jagwire Information only to such of its directors, officers, employees, sub-contractors, agents and advisors as is necessary to carry out the Permitted Purpose and then only to the extent required by any such person to perform his or her duties;
e) ensure that any person to whom Receiving Party discloses Jagwire Information agrees to comply and does comply with the obligations of confidentiality set out in this Agreement;
f) take all measures at its own expense to enforce the obligations of confidentiality and restrictions on use contained in this Agreement with respect to any of its current and former directors, officers, employees, sub-contractors, agents and advisors who, while a director, officer, employee, sub-contractor, agent or advisor of Receiving Party, had access to Jagwire Information;
g) notify Jagwire immediately if it becomes aware of any actual, suspected or likely breach or threatened breach of this Agreement by it or its directors, officers, employees, sub-contractors, agents or advisors; and
h) upon the request of Jagwire, at Receiving Party’s cost:
i) promptly return to Jagwire, and cease use of, all originals and copies of documents or other materials (in whatever form) containing, recording or referring to Jagwire Information delivered to it in accordance with this Agreement and erase or destroy all electronic or other intangible records containing, recording or referring to Jagwire Information, which are in its possession, power or control, or of any person to whom Receiving Party has given access; and
ii) confirm in writing within 7 days of a request to do so that it has complied with the provisions in this Agreement, including the requirements of Section 7(h)(i).
8. Receiving Party must not attempt to circumvent its obligations to Jagwire under this Agreement by combining a portion of Jagwire Information with information derived from another source or sources so as to attempt to justify use of Jagwire Information for its own purpose or that of any other person.
9. Except as otherwise agreed in writing by the Parties, Jagwire shall own all intellectual property, including but not limited to, inventions, designs, works of authorship and trade secrets, generated by one or both of the Parties during activities under this Agreement, and the Receiving Party hereby assigns the intellectual property to Jagwire. No rights or license to Jagwire Information or otherwise are granted directly or implicitly to Receiving Party or any of its directors, officers, sub-contractors, employees, agents or advisors by this Agreement.
10. Jagwire does not make or give any representation, assurance or warranty, express or implied, that Jagwire Information, or any part of it, is accurate, complete or reliable. Receiving Party will be solely responsible for making its own judgment and decisions on Jagwire Information. Receiving Party acknowledges and agrees that neither Jagwire, nor any of its directors, officers, employees, sub-contractors, agents or advisors, is liable (whether in negligence or otherwise) or accepts responsibility for any loss or damage that Receiving Party or anyone else may suffer or incur as a result of using or relying on or disclosing any Jagwire Information.
11. Receiving Party acknowledges that any breach or threatened breach of this Agreement may cause Jagwire immediate and irreparable harm for which damages alone may not be an adequate remedy. Receiving Party agrees that Jagwire may commence proceedings to restrain any breach or threatened breach of this Agreement and any other unauthorised access to, or use of, any Jagwire Information or to compel specific performance of this Agreement.
12. Receiving Party indemnifies and agrees to keep indemnified and hold Jagwire harmless from and against, and must pay Jagwire on demand, the amount of all loss, damage, liability, costs and expenses, including any legal costs or expenses on a full indemnity basis, incurred in connection with Receiving Party’s representations or warranties being or becoming incorrect in any respect or any breach of Receiving Party’s obligations under this Agreement. This indemnity survives the expiry or termination of this Agreement.
13. Receiving Party shall use received information in compliance with all applicable laws.
14. Receiving Party must not directly or indirectly make a public announcement about or comment on the existence or terms of this Agreement including any discussions between Receiving Party and Jagwire without the prior written consent of Jagwire.
15. In the same manner that Jagwire expects its own intellectual property rights to be respected, Receiving Party acknowledges that Jagwire has advised Receiving Party that Jagwire does not want Receiving Party to disclose and that Jagwire does not want to use or receive the confidential information of others.
16. This Agreement must be interpreted and enforced according to the laws of New Brunswick and the federal laws of Canada applicable therein. Receiving Party submits to the jurisdiction of the courts of New Brunswick and any court that may hear appeals from any of those courts, for any proceedings in connection with this Agreement. This Agreement is binding upon Receiving Party, its successors and permitted assignees. It may not be amended except by the express written agreement of Jagwire and Receiving Party.
17. a) The termination date for this Agreement shall be: the greater of either (i) three (3) years following the date of this Agreement and (ii) the date the Receiving Party ceases to be a Jagwire Independent Consultant as specified in the Jagwire Policies & Procedures, unless terminated earlier as set forth herein.
b) Either Party may terminate this Agreement by providing 30 days written notice to the other Party.
c) Ownership rights in intellectual property under Section 9 are not affected by termination of this Agreement.
d) All obligations created by this Agreement with respect to Jagwire Information shall survive (i) in the case of Jagwire Information which constitute trade secrets within the meaning of applicable law, for as long as such Jagwire Information remains as a trade secret, and (ii) in the case of all other Jagwire Information, for a period of five (5) years following the date of the disclosure of such Jagwire Information.
18. No failure to exercise or delay in exercising any right, remedy or power under this Agreement and no failure to insist on strict compliance with any obligation under this Agreement will constitute a waiver of the right to demand exact compliance with this Agreement.
19. The obligations in this Agreement are considered reasonable and necessary by the Parties for the protection of Jagwire’s legitimate interests in Jagwire Information. If any of the obligations are found to be void or voidable but would be valid and enforceable if some part or parts were deleted or amended, they will apply with such modifications as may be necessary to make them valid and enforceable. If such modification is not possible, then the relevant provisions are to be severed from this Agreement without affecting the enforceability, legality or validity of any other provision of this Agreement.
20. Receiving Party may only assign, encumber, declare a trust over or otherwise deal with its rights under this Agreement with the prior written consent of Jagwire, which may be withheld in its sole and absolute discretion.
21. The terms of this Agreement continue to apply to Receiving Party (in addition to any permitted assignee) despite any permitted assignment of any rights under this Agreement or the completion of the Permitted Purpose.
22. Disputes concerning this Agreement must not be litigated. All disputes arising in connection with this Agreement which cannot be resolved through negotiations to the mutual satisfaction of both Parties within thirty (30) days or such longer period as may be mutually agreed upon, may be submitted by either Party to arbitration in accordance with the Arbitration Act, S.N.B. 1992, c. A-10.1 as amended, and are subject to the following:
a) The Party requesting such arbitration must do so by written notice to the other Party;
b) The arbitration must take place before a single arbitrator to be chosen jointly by the Parties. Failing agreement of the Parties on a single arbitrator within thirty (30) days of such notice requesting arbitration, either Party may apply to a judge of the Court for the appointment of a single arbitrator;
c) Each Party must pay its own costs and an equal share of all of the costs of the arbitration and the fees of the arbitrator, except for the exceptional circumstance in which an arbitral award may require the payment of all or partial costs by a Party who has brought a plainly frivolous dispute;
d) The arbitrator must issue a written decision as soon as practicable after the conclusion of the final hearing, but in any event no later than sixty (60) days thereafter, unless that time period is extended for a fixed period by the Arbitrator on written notice to each Party because of illness or other cause beyond the Arbitrator’s control. The decision must be rendered in such form that judgment may be entered thereon in any court having jurisdiction.
e) The decision is final and binding on the Parties in accordance with the Arbitration Act (New Brunswick)