Distributorship Terms and Conditions

I. General Provisions


1. Without limiting G-FOXX’s rights, to become an authorized Distributor (hereinafter the “Distributor”) of G-FOXX products (the “Products”) or renew authorization of the same, I hereby warrant and represent that I am:

2. I am an independent contractor and licensed Distributor of G-FOXX. As such, I have been authorized by G-FOXX to sell and/or distribute its Products under prevailing policies, rules, notices, and regulations imposed by G-FOXX. I agree that I am solely responsible to comply with all laws and/or regulations related to my business as a Distributor in any jurisdiction exercising authority over me, including but not limited to, the duty to obtain license, authority and clearance from the relevant government agency regarding my business.

3. I have read and understood the prevailing policies, rules, and regulations imposed by G-FOXX and agree to be bound by the terms and conditions thereof. I likewise agree to be bound by all revisions, supplements, and amendments thereto and further agree that they are incorporated herein by reference. I understand that no promises, representations, guarantees, or agreements of any kind shall be valid unless the same is in writing and signed by both an authorized officer of G-FOXX and me.

4. I understand that G-FOXX may terminate this Agreement if I made any misrepresentation or violated any of the provisions in this Agreement or any of its policies, rules, notices, or regulations. I acknowledge that any violation of this Agreement or any other agreements or obligations I may have with G-FOXX or any of its affiliated entity/ies may result in the immediate termination of my Distributorship or that disciplinary action/s may be imposed against me as deemed appropriate by GFOXX, at its sole and absolute discretion.

5. I understand that to become a Distributor in good standing, I am required to encode at least one Starter Pack or one Business Park under my name, and adhere to all applicable rules and regulations implemented by the company.

6. This Distributor Agreement shall be valid for one year/s from the date of acceptance and is subject to renewal, subject to the absolute discretion G-FOXX. If this Distributor Agreement or any renewal hereof is not accepted or approved, I release G-FOXX and its officers, agents, affiliates, advisors, and employees from any and all liability, claims, damages or cause of action.

7. During the term of this Agreement, I may terminate my status as a Distributor upon submission of a written notice of my intent to terminate to G-FOXX. My voluntary termination will be effective as of the date such notice is received and accepted by GFOXX.

8. I understand that G-FOXX reserves the right to accept or reject my Application as a Distributor. Likewise, G-FOXX reserves the right to refuse any renewal request and can revoke my status if my activities as a Distributor have not been in accordance with G-FOXX’s rules, policies, notices, or procedures or if I am not in good standing.

9. I will not conspire with any other person to breach or induce a breach of any of G-FOXX rules, policies, notices, or procedures or to induce or attempt to induce another Distributor to breach any of the same.

10. I shall not exceed the scope of authorizations granted under this Agreement.

11. I shall not make any false representation or statement to G-FOXX, nor induce GFOXX to agree on false pretenses, nor breach any representation or warranties implied in this contract or by law.

12. G-FOXX may amend all policies, rules, notices, and regulations published by posting the amendment on G-FOXX’s Primary Website or any written notification to Distributors. The amendment shall become effective from the date specified in that posting or written notification.

13. If any provision of this Agreement shall to any extent be found to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall continue in full force and effect without being impaired or invalidated in any way.

14. The Agreement shall be governed by and construed according to the laws of the Republic of the Philippines without reference to its conflicts of law provisions. All disputes arising out of or in connection with the provisions of this Agreement shall be finally and exclusively settled in any court of law in the City of Pasig, Philippines, to the exclusion of other courts.


II. No Employer-Employee Relationship


15. As a Distributor, I shall not represent that I have any employment relationship with G-FOXX or any of its affiliated companies. I shall indemnify G-FOXX from and against all actions, damages, claims, demands, prosecutions, fines, penalties, and the costs thereof, including G-FOXX’s actual legal costs, which might be made or brought or south against or suffered by G-FOXX in respect of or arising out of any such misrepresentation or other conduct.

16. I shall not give a false representation of the nature of the relationship between GFOXX and its affiliates, or make any representation, except under the explanation given in G-FOXX Business Policies or other official literature of G-FOXX. I agree that I am required to indemnify G-FOXX for the cost, damage, or prejudice stemming from such false representation, including any legal fees G-FOXX may have incurred.

17. I shall not imply or infer that I am an employee of G-FOXX. Neither shall I refer myself as “employee”, “agent,” “partner,” “joint venturer” or “company representative”, nor shall I use such terminology or descriptive phrases or any similar terms on my calling card, stationery or other printed materials.

18. I may not use my business cards to create the impression that I am in an employment relationship with G-FOXX. I hereby acknowledge and agree that:


III. Responsibilities and Obligations of a Distributor


19. In order to induce G-FOXX to grant me the rights granted hereunder as a Distributor, I agree to meet the minimum sales quota as provided by G-FOXX’s existing policies, rules, regulations, business publications, sales and marketing plans. My obligations under this Section shall be excused for the duration of any delay arising directly or indirectly from acts of God, unforeseeable circumstances, acts (including delay or failure to act) of any governmental authority, war (declared or undeclared), riot, revolution, fires, strikes, labor disputes, sabotage, or epidemics.

20. I agree that any training, promotional, and business sales aids and materials I may develop would need G-FOXX’s consent and approval. To this end, G-FOXX reserves the right to review and approve such materials and procedures that I develop, create, design, or produce.

21. I agree to use my best efforts to promote the Products and maximize its sales. I shall also provide reasonable assistance to G-FOXX in promotional activities with respect to its Products.

22. I warrant that I do not currently represent or promote any lines or products that compete with G-FOXX’s Products. During the term of this Agreement, I shall not represent, promote or otherwise try to sell any lines or products that, in G-FOXX’s judgment, compete with its Products covered by this Agreement.

23. I agree to strictly adhere to the guidelines, procedures, notices, and policies issued by G-FOXX or other G-FOXX business publications, sales and marketing plans, and, in each case, any amendments made to those G-FOXX publications from time to time. I undertake to act in good faith and fair dealing under the terms of this Agreement.

24. At all times, I undertake that I shall fully and promptly work with and cooperate with G-FOXX officers and employees, including cooperating in any investigation conducted by G-FOXX into activities that are potentially in contravention of this Agreement.

25. I shall, at all times, fully and promptly comply with all directions issued by GFOXX from time to time and work with and corporate with G-FOXX officers and employees.

26. I shall comply with all national and local laws, ordinances, and regulations that apply to the operation of my status as an authorized Distributor wherever my business may be conducted.

27. I shall only purchase and/or sell, whether directly or indirectly, G-FOXX Products and official G-FOXX literature directly from G-FOXX thru its official sales channels.

28. I shall not permit G-FOXX products to be sold, advertised, or displayed in retail establishments or locations including, but not limited to electronic/online sales platforms, e.g., Lazada, Shopee, Carousell, OLX or any other venues which G-FOXX considers to be a retail location.

29. I shall not supply G-FOXX Products to persons who wish to acquire such items for resale, except if I am supplying to other active Distributors as an active/authorized Mobile Stockist.

30. I undertake not to perform the following prohibited acts:

31. I agree that I will make no claims of therapeutic or curative properties regarding the Products that are not contained in official G-FOXX literature that is produced and distributed by G-FOXX.

32. I shall not re-package Products, change the content of the Products, place additional words, labels, or other materials on the Products or otherwise change or alter any of the packaging labels of the Products supplied by G-FOXX.

33. I shall not conduct any activity that could jeopardize my reputation as a Distributor and/or of G-FOXX. Upon request, I shall provide any information requested about my activities as a Distributor. In all such communications with G-FOXX, I shall act with absolute candor and good faith. I shall indemnify G-FOXX from and against all actions, claims, demands, prosecutions, fines, penalties, and the costs thereof (including G-FOXX’s actual legal costs) which might be made or brought against GFOXX in respect or arising out of my breach of any such laws, ordinances, and regulations.

34. I shall not engage in any deceptive or unlawful trade practice.

35. I shall, at all times, conduct myself in a courteous and considerate manner. I shall not engage in any high-pressure tactics, but shall make a fair and objective presentation of G-FOXX Products or the G-FOXX sales and marketing plan when and where appropriate. I shall not make any representation or engage in or conduct any activity or do any other act, matter, or thing which may bring G-FOXX distributed goods or services in disrepute.

36. It is a breach of the Rules of Conduct or the G-FOXX Business Policies for a Distributor to:

37. I shall be responsible for communicating any updates or changes to my personal information, e.g., name, address, email and telephone/mobile numbers, etc., or business information, e.g., change of business status, etc., to G-FOXX.

38. I shall not speak on behalf of G-FOXX, or the subject of its products or services, through an interview or articles on television, radio, or any press, print medium, or communication media unless G-FOXX has granted prior written permission.

39. I acknowledge that commissions are credited to my account upon meeting the criteria and parameters described under G-foxx’s Compensation Plan. As such, I acknowledge that no earnings are guaranteed from mere participation in the said Plan. I confirm that G-FOXX has not made any claims of guaranteed profits or representations of anticipated profits that might result from my efforts as a Distributor. Therefore, I recognize that my success as a Distributor comes from retail sales and developing an independent network.

40. I acknowledge that G-FOXX has the right to request information about my business development as a Distributor to ensure compliance with the terms of this Agreement.

41. I agree that I may not convey, assign or transfer any rights arising hereunder without the prior written consent of G-FOXX. Further, I agree that G-FOXX may assign this Agreement without my consent.


IV. Pricing


42. I agree to purchase G-FOXX Products only through authorized platforms at the price set forth in its existing policies, rules, regulations, business publications, sales and marketing plans.


V. Delivery and Acceptance


43. I acknowledge that G-FOXX is under no obligation to ship any products until full payment has been received. Upon delivery by G-FOXX to the carrier, freight forwarder, courier, or to me (whichever first occurs), the title to G-FOXX Products and all risk of loss or damage will pass to me, or other party or parties as I may have designated. I also agree that I will bear the risk of loss or damage in transit.

44. G-FOXX will use commercially reasonable efforts to meet my requested delivery schedules for the G-FOXX Products that I order. If G-FOXX cannot meet the agreed delivery schedule, it will notify me as soon as practicable and shall endeavor to keep the actual delivery conditions as close as possible to the original schedule and terms of delivery.

45. Should orders for the G-FOXX Products exceed G-FOXX’s available inventory, I agree that G-FOXX will allocate its available inventory and make deliveries on a basis G-FOXX deems equitable, in its sole discretion. In any event, I agree that G-FOXX shall not be liable for any damages, direct, consequential, special, or otherwise, to me or to any other persons for failure to deliver or for any delay or error in the delivery of the GFOXX Products, except that such failure, delay or error are solely due to willful misconduct or gross negligence AND which have not remedied within fourteen (14) Business Days after the receipt of written notice issued by me.

46. I acknowledge that the delivery of the G-FOXX Products shall be deemed accepted unless I notify G-FOXX in writing of any discrepancy or damage in the shipment of the G-FOXX Products within five (5) Business Days of receipt of such shipment. I acknowledge that G-FOXX shall perform its own investigations regarding apparent defects, alleged loss or shortage, or excess of the G-FOXX Products within the reasonable period to be separately agreed upon by and between the Parties.


VI. Use of G-FOXX Tradename, Trademarks, and Copyright Materials


47. I acknowledge and agree that G-FOXX is the exclusive owner or licensee of certain trademarks, including the logos, service marks, and other intellectual properties, including the name “G-FOXX”, and various trademarks, trade names, and service marks used in connection with G-FOXX Products and services, and the various designs or labels.

48. I shall not misuse or misappropriate G-FOXX trademarks or other intellectual property or confidential information. It is a breach of this Agreement to use any trademarks or other intellectual property or confidential information belonging to or licensed to G-FOXX except under the applicable terms, conditions, and procedures outlined in G-FOXX policies, rules, notices, and regulations.

49. I shall not use G-FOXX’s name, or trademarks, service marks, or other intellectual property belonging or licensed to G-FOXX without the prior written consent of G-FOXX and subject always to any conditions attached to such use except as otherwise provided herein. G-FOXX reserves the right to withdraw its consent at its absolute discretion.

50. In using G-FOXX trademarks, I acknowledge that I must first seek and be granted approval for such use by G-FOXX. For this purpose, I shall: a) always indicate that GFOXX is the proprietor of the marks; b) not represent in any way that I own the marks or is entitled to use them otherwise than as a G-FOXX Distributor; c) only use registered trademarks as registered and shall supply G-FOXX with samples of all proposed uses of the marks; and d) comply with rules or directives made or issued by G-FOXX from time to time as to the proper use of the marks.

51. I agree that all G-FOXX printed, audio, and video materials are protected by copyright. I will not produce them, in whole or in part, without G-FOXX written permission.

52. I may use official G-FOXX literature only to carry out my function as a Distributor. Articles from G-FOXX publications may be reprinted in newsletters which I may publish for my personal group provided that each article is reproduced entirely and is immediately followed by the statement “Reprinted with permission of G-FOXX International, Inc.”

53. I may record speeches or presentations made at G-FOXX sponsored meetings provided that I have obtained the prior written consent of G-FOXX, and such recording is solely for my personal use and is not reproduced for any purpose.


VII. Confidentiality


54. In addition to the provisions contained in G-FOXX policies, rules, notices, and regulations on the use of the G-FOXX trade name, trademarks, and copyrighted materials, I agree that G-FOXX’s Confidential Information, business information, manufacturing and product development, business plans, and Distributor sales, earnings and other financial information, etc., constitute commercially advantageous, unique, and proprietary trade secret and business secrets of G-FOXX which it keeps proprietary and confidential and treats as a trade secret and business secret.

55. I agree that G-FOXX is the exclusive owner of all Confidential Information through the considerable expenditure of time, effort, and resources.

56. I understand that I am granted a personal, non-exclusive, non-transferable, and revocable right by G-FOXX to use Confidential Information only as necessary to facilitate my duties, and responsibilities as a Distributor as contemplated under G-FOXX policies, rules, notices, and regulations. I acknowledge that G-FOXX reserves the right to deny or revoke this right whenever, in the reasonable opinion of G-FOXX, such is necessary to protect the confidentiality or value of the Confidential Information.

57. I shall maintain Confidential Information in the strictest confidence. I shall take all reasonable steps and appropriate measures to safeguard Confidential Information and maintain confidentiality.

58. I shall not compile, organize, access, create lists of, or otherwise use or disclose Confidential Information except as authorized by G-FOXX. I shall not disclose Confidential Information to any third party or use proprietary information in connection with any other businesses.

59. I understand that the use or disclosure of Confidential Information, other than as authorized by G-FOXX, shall cause significant and irreparable harm to G-FOXX. GFOXX may claim appropriate compensation for damages and demand me to refrain from the harmful conduct and seek any other remedies under applicable laws.

60. In case I disclose any Confidential Information, voluntary or not, to any third person, I shall immediately notify G-FOXX about that fact and take the necessary measures to: a) prevent further disclosure by such third party; and b) oblige such third party to sign a confidentiality and non-disclosure agreement for the benefit of G-FOXX.

61. I shall promptly return all Confidential Information or any copy of same to GFOXX upon my resignation, expiration, failure to renew, denial of extension or termination, and shall refrain from any further use.

62. The confidentiality obligations set out in this Agreement shall survive during the term of this Agreement, as well as after the date of its expiration or termination by any cause.


VIII. Data Protection


63. I shall comply with all relevant provisions of Republic Act No. 10173, or the Data Privacy Act, its implementing rules and regulations, and other related privacy laws in the conduct of processing personal or sensitive personal information.

64. I represent and warrant that I use reasonable measures to safeguard and secure Personal Information which I collect, process and retain in the course of my duties and responsibilities as a Distributor.

65. I represent and warrant that in transmitting Personal Information, I have complied with the general principles for data sharing provided under the Data Privacy Act of 2012, its implementing rules and regulations, and other issuances in relation to the Act.


IX. Privacy


66. I acknowledge that G-FOXX collects from me and holds necessary personal information about me, such as my name, first name, address, email address, phone number, among others, to provide me with support, the benefits of being a Distributor, and communicating with me regarding (i) products and promotional offers, (ii) my distributorship, (iii) bonuses/rewards, and (iv) other relevant business issues. I am aware that G-FOXX will process my data. By continuing with my distributor activities, I consent that all information I have submitted will be held by G-FOXX and third parties on its behalf. I have the right to access, verify and request a correction of my personal information held by G-FOXX by contacting its Data Protection Officer below:

Steffi Milcah Chua – 86618099 or steffi.gfoxxinternational@gmail.com.

67. By continuing to act as a Distributor, I expressly agree to have my personal data processed by G-FOXX and authorize G-FOXX to:

68. I hereby authorize G-FOXX to conduct a background and credit check and obtain necessary information, including any criminal and financial records, in connection with my application as a Distributor. I hereby release any person, firm, or institution of all liability or any damage whatsoever arising from such information.

69. I hereby certify that my statements in this application are true, complete, and correct. Any statement to the contrary shall be grounds for my immediate termination as a Distributor.

70. I understand and agree that by signing this Agreement, I am giving consent to G-FOXX and/or its related company/ies, to collect, store, access, share, process, and/or destroy copies of my personal data, such as but not limited to my name, IDs, age, contact details, and other personal, sensitive and/or privileged data, including any updates or corrections thereto, whether manually or electronically, for the period allowed under the applicable law and regulations, for recruitment and screening of prospective Distributors, administration of benefits, performance management trainings, and other legal and expected business-related purposes (collectively referred to herein as "Purposes"). I, likewise, consent to the sharing of all my personal information with third parties in connection with the abovementioned Purposes.

71. I am fully aware and completely understand my rights under the Data Privacy Act, including my right to request access to personal, sensitive, and/or privileged data relating to me, as well as to move for the correction of the same, if said data is already inaccurate and/or outdated. Although I understand that while I have the right to object to any act of G-FOXX and/or its related company/ies, to collect, store, access, share, process, and/or destroy copies of my aforesaid personal data, I do hereby unequivocally waive any such objection as I do recognize and accept the need of G-FOXX or its related company/ies to perform such acts concerning the aforementioned Purposes.

72. I hereby authorize and give consent to G-FOXX to use my name, image, and any video, whether or not created or taken by me, for promotional and publicity purposes for G-FOXX, its business, or its products without any form of compensation. For this purpose, I hereby release G-FOXX and its officers and employees from all claims arising from G-FOXX’s use of the said images or videos.


X. Force Majeure


73. The Party prevented by the Force Majeure Event from performing any of its obligations in part or whole under this Agreement (the “Non-Performing Party”) will be excused from performing those obligations, provided that it shall use commercially reasonable efforts to mitigate damages to the Performing Party. Upon the occurrence of a Force Majeure Event, the Non-Performing Party shall promptly notify the other Party of occurrence of such Force Majeure Event, its effect on performance, and the estimated duration of such non-performance.


XI. Inquiries and Audits


74. If a governmental entity makes inquiries about actions and/or measures that I should undertake under this Agreement, I shall immediately notify G-FOXX thereof and provide the latter with a copy of the transcript of the inquires from the governmental entity.

75. At my own cost/expense and liability, I shall prepare a draft to respond to the Governmental Entity inquiries and provide G-FOXX with the same for the latter’s review and approval. Upon receipt of G-FOXX’s prior approval on the draft responses, I shall immediately submit the final responses to the governmental entity without delay.


XII. Indemnification


76. Except to the extent prohibited under applicable law, I will defend, indemnify and hold harmless G-FOXX, their respective directors, officers, employees, agents, or representatives from and against any and all allegations, claims, actions, demands, causes of action and other proceedings (“Claims”) arising from or related to any, but not limited to the following: (a) any violation of this Agreement or any other terms, conditions or policies; (b) any materials that I made or published (including without limitation any Claim that such materials or the use thereof caused damage to, or infringed or otherwise violated the intellectual property, privacy, or other rights of, any third party); or (c) my violation of any G-FOXX’s rights. I agree to reimburse G-FOXX, their respective directors, officers, employees, agents, or representatives, on demand for any damages, losses, costs, judgments, fees, fines and other expenses they incur (including attorneys’ fees and court costs) as a result of any such Claim/s.

77. I agree to indemnify and hold harmless G-FOXX from and against any and all claims for losses, liability, or damage, pecuniary or physical, and reasonable attorneys’ fees and expenses, arising out of, or in connection with my acts or omissions in the distribution of the Products to the public pursuant to this Agreement. Such acts or omissions include, but are not limited to, any breach or alleged breach of this Agreement or any of its provisions or warranties, or any violation or failure to comply with all applicable laws, regulations, or ordinances, which pertain to the importation and/or distribution of the Products.


XIII. Limitation on Liability


78. In the event of termination of this Agreement, neither party shall be liable to the other, because of termination, for compensation, reimbursement or damages on account of the loss of prospective profits or anticipated sales or on account of expenditures, investment, leases or commitments in connection with the business or goodwill of GFOXX or the Distributor. G-FOXX’s sole liability under the terms of this Agreement shall be for any unpaid commissions, if applicable.

79. Except as set forth in the preceding Section, the total liability of G-FOXX to the Distributor on any claim, whether in contract, tort, or otherwise, arising out of, connected with, or resulting from the manufacture, sale, delivery, resale, replacement or use of any Products shall not exceed the price allocated to the Products or part thereof which gives rise to the claim.


XIV. Termination


80. This Agreement may be terminated with immediate effect upon the occurrence of any of the following events:


XV. Effect of Termination


81. Upon my termination as an Authorized Distributor for any cause, I shall:

By using G-FOXX online platforms(i.e. website, mobile app) and availing of G-FOXX services, I signify that I have read and understood the terms and conditions of this Agreement and signify my unconditional assent to the same and that I further warrant that the terms for the approval of my application as a Distributor and its continuing condition as a Distributor in good standing have been clearly communicated to and accepted by me at the time of the execution of this Agreement.

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GFOXX INTERNATIONAL INC. DISTRIBUTORSHIP TERMS & CONDITIONS 2021

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