One Global Voice Community Terms and Conditions
These One Global Voice Community Terms and Conditions are entered into between Nu Skin International, Inc., a Delaware corporation (together with all its affilliates, collectively referred to as “Nu Skin”), and you (“Participant” or “You”).
Participants in the One Global Voice Community are either Nu Skin customers or Brand Affiliates who have executed a Brand Affiliate Agreement with Nu Skin. Nu Skin desires to consult with You regarding various aspects of its business, including, but not limited to, opportunity innovation, marketing plans, and new product ideas (“Discussions”), which may require Nu Skin to share certain confidential and proprietary information. Discussions may include online surveys, email exchanges, text messages, meetings, telephone conversations, or communication via other means or media. These Discussions may involve other Brand Affiliates or customers. Information provided during the Discussions may include confidential and proprietary information that Nu Skin, by written agreement, has agreed to keep strictly confidential, and discuss only with people who are also subject to a confidentiality agreement that covers the applicable confidential information. By participating in the One Global Voice Community and taking part in the Discussions, You agree to maintain all such confidential and proprietary information, however obtained, in the strictest confidence as futher described below.
1. “Confidential Information” means any information, technical data, or know‑how, including without limitation, that which relates to research, product plans, products, launch plans, sales forecasts, services, marketing plans, compensation plans, customers, Brand Affiliates (including those participants in attendance at any Discussions), markets and marketing plans, business partners or finances, or any other information of a confidential nature that is disclosed during Discussions between Participant and Nu Skin. Nu Skin will use reasonable efforts to identify the information that it considers Confidential Information, but Nu Skin’s failure to do so shall not relieve You of Your obligation to protect such information where the circumstances of the disclosure and the nature of the information give You reason to know of the confidential nature of such information.
2. (a) If Participant is a Nu Skin Brand Affiliate (i) these terms and conditions do not modify Brand Affiliate’s rights or obligations under the Brand Affiliate Agreement and the Policies and Procedures, and (ii) acceptance of these terms and conditions and participation in the Discussions does not extend to Brand Affiliate additional compensation or exceptions under the Sales Compenation Plan.
(b) If Participant is a Nu Skin Member, these terms and conditions do not modify Member’s rights or obligations under the Member Agreement.
(c) You and Nu Skin agree that thse terms and conditions are for the purposes of protecting Confidential Information and facilitating discussions between Nu Skin and its Brand Affiliates and customers. These terms and conditions do not create an employer-employee relationship between You and Nu Skin. Under no circumstances will You be considered an employee of Nu Skin and Nu Skin will not be responsible to compensate You in any way for participation in One Global Voice Community.
(d) You agree not to market, copy, or use any of the Confidential Information in any way other than for the purpose stated above, especially for Your own gain, without the express written consent of Nu Skin. Nothing in these terms and conditions is intended to grant You any rights to the Confidential Information. You will take all reasonable precautions to protect against the unauthorized use, publication or disclosure of the Confidential Information, and will not advertise or promote upcoming products or changes to the Nu Skin opportunity before such informaiton has been released publically by Nu Skin.
(e) You agree not to disclose the Confidential Information, and You will notify Nu Skin immediately of any unauthorized possession, use or knowledge of the Confidential Information, and promptly furnish Nu Skin full details of such possession, use or knowledge.
(f) If, during the Discussions, You become aware of material nonpublic information relating to Nu Skin or any of its affiliated companies, such information will also be considered Confidential Information. You may not, directly or through family members or other persons or entities, buy or sell securities of Nu Skin Enterprises, Inc. (including options and other derivative securities) or engage in any other action to take personal advantage of that information until the information becomes public or is no longer material. In addition, if, in the course of Discussions, You learn of material nonpublic information about a company with which Nu Skin or its affiliated companies do business, including a customer or supplier of Nu Skin or its affiliated companies, You may not trade in that company’s securities until the information becomes public or is no longer material.
3. YOU ACKNOWLEDGE AND AGREE THAT YOUR OBLIGATION OF CONFIDENTIALITY IS A MATERIAL INDUCEMENT FOR NU SKIN TO AGREE TO THESE TERMS AND CONDITIONS AND PARTICIPATE IN THE ONE GLOBAL COMMUNITY, AND WITH THE ACKNOWLEDGEMENT AND UNDERSTANDING THAT NU SKIN IS RELYING ON YOUR OBLIGATION OF CONFIDENTIALITY IN DETERMINING THE FEASIBILITY OF PERMITING YOU TO PARTICIPATE IN THE ONE GLOBAL COMMUNITY. YOU ACKNOWLEDGE AND AGREE THAT IF YOU ARE A BRAND AFFILIATE AND YOU, OR ANY PARTY ACTING ON YOUR BEHALF, EITHER DIRECTLY OR INDIRECTLY, REVEALS TO ANY PERSON ANY CONFIDENTIAL INFORMATION, THEN NU SKIN MAY, IN ITS SOLE DISCRETION, TERMINATE IMMEDIATELY YOUR BRAND AFFILIATE AGREEMENT AND YOUR DISTRIBUTORSHIP WITH NU SKIN REGARDLESS OF THE TERMS OF THE BRAND AFFILIATE AGREEMENT.
4. You agree that any ideas, developments, suggestions, or inventions, whether patentable or not patentable, contributed or discussed by You during the Discussions, will be the property of Nu Skin and may be used by Nu Skin in any manner it sees fit without any additional consideration paid to You. Should You respond to Nu Skin with information including, but not limited to, feedback, such as questions, requests, opinions, comments, suggestions, or the like regarding the content of any Nu Skin document, marketing material, products, or Nu Skin services, such information shall be deemed to be non-confidential and Nu Skin shall have no obligation of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute the information to others without limitation. Nu Skin shall be free to use any ideas, concepts, know how or techniques contained in such information for any purpose whatsoever including but not limited to developing, manufacturing and marketing products incorporating such feedback.
5. You agree that Your obligations under these terms and conditions are necessary and reasonable to protect Nu Skin and its business, and expressly acknowledge and agree that unauthorized disclosure or use of the Confidential Information will cause substantial and irreparable injury to Nu Skin, that money damages will not adequately compensate for such injury, and that Nu Skin is entitled to, among other remedies, immediate injunctive against the You and other equitable relief for any breach of these terms and conditions, including costs and reasonable attorneys' fees.
6. (a) Nu Skin Brand Affiliates and certain customers may be subject to an arbitration provision in a separate agreement with Nu Skin. If You have entered into a separate agreement with Nu Skin that includes an arbitration provision, then any dispute arising out of or relating to these terms and conditions or Your participation in the One Global Voice Community will be resolved through the arbitration procedure set forth in the applicable arbitration provision.
(b) Other Users. If You have not entered into a separate agreement with an arbitration provision, You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the state of Utah and of the United States of America located in Utah for any litigation arising out of or relating to these terms and conditions or Your participation in the One Global Voice Community (and agree not to commence any litigation relating thereto except in such courts). You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such litigation in the courts of the state of Utah and agree not to plead or claim in any court in the state of Utah that such litigation brought therein has been brought in an inconvenient forum.