Prospera Maternal Mental Health Advocate Agreement 


This Prospera Advocate Agreement includes the terms of the agreement between the independent Prospera Advocate (referred to as “Advocate” “I” “me” “my” or “myself”) and Prospera, Inc. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 


1. Agreement. The term “Agreement” shall collectively refer to the Prospera Advocate Agreement, Policies and Procedures, Compensation Plan, Privacy Policy and Website Terms of Service. These documents in their current form, and as amended by Prospera periodically, are incorporated by reference into the Agreement and constitute the entire agreement between me and Prospera. 


2. Acceptance. I shall become an Advocate upon acceptance of my application by Prospera and shall continue as an Advocate upon renewal annually by Prospera. I acknowledge that Prospera has the right in its sole discretion to reject my application and my annual renewal. 


3. Independent Contractor. a. I understand that as an Advocate, I am an independent contractor, and not an employee, agent, partner, legal representative or franchisee of Prospera. I understand that I will not be treated as an employee of Prospera for federal or state tax purposes. Prospera is not responsible for withholding and shall not withhold or deduct any taxes from my compensation, unless such withholding becomes legally required. b. As an independent contractor engaged by Prospera as a service provider, I understand that I will collect and be provided with personal information of consumers and other Advocates. Given the importance of data privacy and data security and current laws and regulations, I understand that I may only use this personal information for the purpose of providing such services to Prospera. I may not share, transfer, use or sell this personal information for any other commercial or business purpose. I will also delete or destroy this personal information and will provide Prospera with support and assistance in order to allow Prospera to respond to individual data subject request regarding this personal information, each as may be directed by Prospera from time to time, in order for Prospera and myself to comply with applicable laws and regulations. If I receive any request from an individual regarding their personal information, I must promptly share that with Prospera and will respond to the individual in accordance with the Policies and Procedures. c. I understand that Prospera is engaging me to perform the services for a purpose which meets the definition of “business purpose” in Section 1798.140(d)(5) of the California Consumer Privacy Act of 2018 (“CCPA”), as it may be amended. “Sell”, “sale” and "commercial purpose" have the definitions set forth in the CCPA, as it may be amended from time to time. I hereby certify and affirm that I understand these obligations under this Agreement as a “service provider” under CCPA as outlined in this Agreement. 


4. Code of Ethics

  • I will conduct my business in an honest, ethical manner and in accordance with applicable law at all times. 

  • I will refrain from diagnosing, treating, or providing mental health services to any potential client of Prospera.

  • I will conduct myself and my business in a professional manner and will treat all consumers fairly and with respect. 

  •  I will make no representations (claims) regarding benefits and savings associated with Company Products or services other than those contained in officially approved corporate literature. 

  •  I will provide support, training, and encouragement to all Prospera Maternal Mental Health Advocates (within my group or not) to ensure that their experience with Prospera is a success. 

  •  I will refrain from making false financial claims and exaggerating my personal income. I will refrain from artificially inflating my code usage through referral of false customers. I understand that Prospera tracks ongoing engagement of clients referred by advocates and will immediately detect suspicious code usage.

  • I will not abuse the goodwill of my association with the Company to further or promote other business interests (particularly those which may be competitive to the Company). 

  •  I will not make disparaging or unsubstantiated remarks about the Company, its Products, officers, members, managing members, employees and Prospera Maternal Mental Health Advocates as well as the products, services and/or sales representatives of other direct sales companies; likewise, I will not willfully denigrate the activities or personalities of fellow Prospera Maternal Mental Health Advocates. 

  •  I will abide by all of the Company’s Policies and Procedures as included herein, or as may be amended from time to time


5. Term. If the Agreement is not terminated as described below, the term of this Agreement is one year from the Effective Date, which is the date Prospera accepts my application. 


6. Termination. I acknowledge that I may terminate this Agreement for any reason at any time by giving Prospera written notice. I understand that Prospera has the right to terminate this agreement for any reason at any time via written notice. If the Agreement is terminated for any reason, I understand that, upon the termination date, I will permanently lose all rights as an Advocate, including but not limited to, rights to commissions, bonuses and other compensation and all rights and claims to my prior sales organization. I understand that any compensation earned prior to the termination date will be provided.


7. No Guarantee of Income. I understand that Prospera does not guarantee that I will make any income or be profitable. I shall not represent to others that an Advocate is guaranteed an income or profitability. I understand that my 2 REV. (12.30.19)(US) income is dependent on the sale of Prospera products to the end-user. 


8. Product and Opportunity Representations. I will not make false, misleading or unsubstantiated statements about Prospera products or the Prospera business opportunity. I will operate my Prospera business in an ethical manner and abide by all federal or state laws, regulations, ordinances and regulatory guidance. I agree that I will not make representations about the actual or potential earnings of any Prospera Advocate at any time other than those contained in the current Income Disclosure Statement. 


9. Release and Indemnification. Prospera and its directors, officers,shareholders, members, partners, employees, agents and assigns (collectively referred to as “Released Parties”) shall not be liable for and I waive and release the Released Parties from all claims for consequential, exemplary or punitive damages arising out of Prospera’ performance of its obligations under the Agreement. I indemnify and hold harmless the Released Parties from any claims or liability arising from the promotion or operation of my Prospera business including, but not limited to, representations regarding Prospera products, the Prospera business opportunity, my operation of a motor vehicle, or the lease, rental or use of meeting or training facilities in relation to the operation of my Prospera business. 


10. Amendment of the Agreement. I understand that Prospera may amend the Agreement, including the Policies and Procedures, Compensation Plan, Privacy Policy, and Website Terms of Service, at any time. The amendments shall become effective upon publication on the Internet or when sent via e-mail. The continuation of my Prospera business, including the acceptance of compensation from Prospera, shall constitute my acceptance of the amendments. 


11. Use of Personal Information / Commercial Electronic Messages. I consent to Prospera sending me commercial electronic messages. I acknowledge that I can revoke my authorization and/or consent to commercial electronic messages as set forth in the Privacy Policy. However, Prospera requires access to certain personal information and the ability to send commercial electronic messages to support my business. I acknowledge that if I wish to continue operating my Prospera business, I may not be allowed to revoke authorization to collect and use personal information or withdraw my consent to Prospera to send commercial electronic messages. 


12. Compensation. Compensation will be provided for the following:

  1. $100 per new Prospera subscriber who inputs the advocate’s discount code at checkout

Advocate discount code usage will be assessed on the last day of each month, and payment will be received by the 5th day of the following month. The Advocate will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement.


13. Ethics. I understand that Prospera is a family-oriented business that expects me to conduct myself with the highest ethics and integrity. I represent and warrant that I have never been convicted of an indictable offense, charged with a crime involving moral turpitude or violated a court order. 


14. Supervision and Training. I acknowledge that I may be asked to supervise and train Advocates I enroll/sponsor. 


15. Assignment. I may not assign, transfer, pledge, encumber or hypothecate my rights or interests in my Prospera business without the prior written consent of Prospera. 


16. Waiver. No waiver by any party of any breach by any other party of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 


17. Invalidity. If any provision of this Agreement is determined by any court of competent jurisdiction to be unenforceable or invalid to any extent, the remainder of this Agreement shall not be affected thereby, and this Agreement shall be construed to the fullest extent possible as to give effect to the intentions of the provision found unenforceable or invalid. 


18. Headings. All headings contained in this Agreement are for reference purposes only and shall not in any way alter the meaning or interpretation of any provision or provisions of thisAgreement.


19. Notices. Except as indicated elsewhere in the Agreement, all notices and other communications provided for hereunder shall be in writing and shall be delivered to each party hereto by hand, by email or sent by reputable overnight courier, with receipt verified, or registered or certified mail, return receipt requested, addressed as follows: (i) If to Prospera: Prospera Mental Health and Wellness, Inc  the current address or email address listed in Prospera’ computer system; or at such other address as either party may specify by written notice to the other party in compliance with this Notice provision. Such notices shall be deemed to be effective when the same is deposited, postage prepaid, in the mail and/or when the same shall have been delivered by hand, by email or overnight courier, as the case may be. If any action or notice is to be taken or given on or by a particular calendar day, and such calendar day is not a business day, then such action or notice may be deferred until, or may be taken or given on, the next business day.


20. Trademarks, Domain Names and Social Media Sites. I acknowledge that when my application is accepted by Prospera, I will be granted a limited, revocable, non-transferrable license to use Prospera intellectual property in approved advertising. Such license shall terminate immediately upon termination of this Agreement, for any reason. I acknowledge that I may not use Prospera trademarks or any confusingly similar variations of Prospera trademarks in any business name, email address, domain name or sub-domain name, social media site name, URL, telephone number or in any other address or title.

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