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This Agreement contains the complete terms and conditions which
you (the "Member") agree to be bound by as a participant in Fine Water
Imports
Inc. Member Program (the "Program") and which shall apply once your
application to participate in the Program has been accepted by Fine
Water
Imports Inc..
ARTICLE 1. INTRODUCTION
1.01 Fine Water
Imports
Inc.is the sole and exclusive owner of all right, title and interest
including
all intellectual property rights in and to the contents, logos, style,
design,
look and feel, trade names, trademarks to all literary works, computer
software programs, products, goods and services (including all future
versions
thereof) currently entitled the "Product" as set forth in the separate
section
below titled "Product". Product refers to the singular as well as the
plural.
1.02 Fine Water Imports Inc.intends to sell and
distribute the
Product electronically and/or physically using, in part, third party
Members
who will establish links to Fine Water Imports Inc.Member marketing
Web site
where the Product will be offered for sale.
1.03 If, in the
future,
Fine Water Imports Inc.sells and distributes any other goods or
services
through the Internet, it will offer to its Members at that time the
opportunity to become Marketing-Members of such goods or services.
Such goods
or services shall then be included in the defined term "Product" and
this
Agreement shall then also apply to such goods or services.
ARTICLE 2.
PARTICIPATION & REPRESENTATION
2.01 Fine Water Imports
Inc.hereby
grants to the Member the non-exclusive and revocable right to market
and
advertise the Product and to establish links to Fine Water Imports
Inc.Member
Web sites, in accordance with this Agreement.
2.02 The Member
shall
diligently and continuously market and advertise the Product through
the
Internet and shall develop, operate and maintain links from its site
to Fine
Water Imports Inc.site at its sole cost and expense.
2.03 The
Member
represents and warrants to Fine Water Imports Inc.that this Agreement
has been
duly and validly executed and constitutes and shall continue to
constitute a
legal obligation, enforceable in accordance with its terms.
ARTICLE 3.
Member SALES COMMISSIONS
3.01 If, as a result of a direct
advertising
effort of the Member, a referred customer of the Member or of a member
of the
Member's team (as defined) orders and pays for the Product or other
goods or
services sold by Fine Water Imports Inc.in the future, Fine Water
Imports
Inc.shall pay the Member a sales commission determined in accordance
with the
Member Compensation Schedule which follows this Agreement and which
forms an
integral part of it. The commission is based upon the paid selling
price of
the purchased goods or services before tax and excluding returns
("Sales
Commission") or chargebacks.
3.02 AN Member SHALL NOT RECEIVE
A SALES
COMMISSION FOR A PRODUCT PURCHASE MADE, DIRECTLY OR INDIRECTLY, BY
HIMSELF/HERSELF. Fine Water Imports Inc., in its sole and complete
discretion
may create multiple level compensation plans. In the case of a
multiple level
compensation plan, an Member's Team means all Members introduced to
the
Program by the Member in question. In the event that more than one
Member
claims the same commission for a sale, Fine Water Imports Inc.shall
select the
Member which shall receive the compensation.
3.03 The Member
shall be
responsible for all taxes and other similar levies applicable to the
Sales
Commission pursuant to any law or regulation. The Member shall report
the
Sales Commission to its taxation authorities as required by law. If
the Member
is a U.S. resident or a business entity within the U.S., then the
Member will
be required to supply Fine Water Imports Inc.with his/her Social
Security
Number or its Employer Identification Number, as appropriate, prior to
receiving any payment in excess of $600 in a calendar
year.
3.04 Fine
Water Imports Inc.shall post and maintain, on a current basis, a
designated
password-protected Back Office Members ONLY area for each Member
showing the
Member's participation in the Program including number of potential
customers
referred by it and an estimate of the Sales Commission owing to it.
Fine Water
Imports Inc.shall, on the 1st and 16th of each month, mail or
otherwise
transmit the Sales Commission representing the amount payable for the
sales
completed in the previous pay period. Sales statistics of the referred
transactions, supporting the amount paid, shall be made available on
the
Member's private site. Members will receive the Sales Commission in
U.S.
funds. For administrative convenience, if the Sales Commission is less
than
ten ($10) dollars in a pay period, it shall be mailed during a future
pay
period when the total balance due is ten ($10) dollars or greater. The
Member
may receive the Sales Commission where the amount in question is less
than ten
($10) dollars by advising Fine Water Imports Inc.and assuming Fine
Water
Imports Inc.cost of making the payment. Sales Commission overpayments
may be
deducted from future payments or shall be reimbursed by the Member.
3.05 Upon written request and at the Member's expense, the
Member may
cause Fine Water Imports Inc.books and records to be examined by an
independent firm of accountants to ensure compliance with this
Agreement. In
the event that the examination reveals an underpayment error of more
than 5%,
the underpayment and the reasonable cost of the examination to a
maximum of
two hundred ($200) dollars shall be paid by Fine Water Imports Inc..
If the
examination does not reveal an underpayment as aforesaid, the Member
shall
compensate Fine Water Imports Inc.for its reasonable cost to a maximum
of two
hundred ($200) dollars. The firm of accountants utilized shall limit
the scope
of their examination to the relevant information regarding the Sales
Commission and shall keep private and confidential all information
obtained in
the course of the said examination.
3.06 You must supply Fine
Water
Imports Inc.with a current postal address, e-mail address, and phone
number so
that we may pay any commissions due promptly. It is your
responsibility to
keep this information updated. If you fail to keep this information
updated,
then we will not be able to make proper payments to you. These
programs are
Internet-based and use email and Internet web pages as communication
devices.
All Members must have a valid email address and must notify Fine Water
Imports
Inc.if that address changes. Any information posted on our web site or
emailed
to the Member's email address of record is considered delivered to the
Member.
ARTICLE 4. Member SITES AND PROMOTION METHODS
4.01 The
Member shall be solely responsible for all materials that appear on
its site.
It shall strictly adhere to all applicable laws and regulations in
conducting
its business and more specifically in marketing and advertising the
Product.
Without restricting the generality of the foregoing, the Member shall
not send
unsolicited e-mail and shall not send e-mail or any other
communication to a
recipient if the recipient has requested that it discontinue such
communication, nor shall it send or display on its Web site any
material that
may be considered to be harassing, libelous, defamatory, legally
obscene or
pornographic, threatening, abusive or hateful.
4.02 Fine Water
Imports
Inc.shall have the right, but not the obligation, to pre-approve the
graphics
and logos used on any Web site which is linked to its site.
Furthermore, the
Member shall annotate its site with appropriate copyright, trademark
and other
similar notices, which shall be approved by Fine Water Imports Inc..
4.03 Fine Water Imports Inc.shall have the right to monitor
the
Member's Web site at any time and from time to time to determine if it
is in
compliance with the terms and conditions on this Agreement.
4.04 The
Member agrees not to use any predatory advertising methods designed to
generate traffic from sites that they have not contracted with in the
online
promotion of Fine Water Imports Inc.products, services or Member
program.
Predatory advertising is defined as any method that creates or
overlays links
or banners on web sites, spawns browser windows, or any method
invented to
generate traffic from a web site without that web site owner's,
knowledge,
permission, and participation. Examples include, but are not limited
to,
keyword parsing, browser plugins such as TopText and Surf+, banner
replacement
technology such as Gator, browser spawning technology that is not web
site
dependent. Participation in predatory advertising programs will be
cause for
the Member's immediate termination.
4.05 You agree to abide by
the
rules of the U.S. Federal Trade Commission as currently existing and
as
updated from time to time by federal authorities, and agree that any
failure
to abide by such rules constitutes proper grounds for immediate
suspension or
termination in the sole discretion of Fine Water Imports Inc.. You
understand
that earnings claims may not be posted on any page linked to any Fine
Water
Imports Inc.website. You acknowledge that an earnings claim is
deceptive or
misleading if it is false or there is no reasonable basis for making
such a
claim.
4.06 You agree to comply with the laws of the various
countries
regarding the use and delivery of email messages. In particular, you
agree to
comply with the provisions of the United States CAN-SPAM Act of 2003,
as
amended from time to time. You understand that your failure to comply
with
these laws will be grounds for the immediate termination of your
status as an
Member, in the sole discretion of Fine Water Imports Inc., and that
all your
commissions will be immediately forfeited. Further, Fine Water Imports
Inc.,
its officers and employees will cooperate fully with all governments
and their
agencies and have the right to release any and all information deemed
necessary by Fine Water Imports Inc..
You agree that any
promotional
emails you send, or cause to be sent, to promote any of the Fine Water
Imports
Inc.products or services, or providing any mention or reference to any
of
them, will meet the following standards:
A. E-mails shall not
contain
or include a falsified sender domain name or non-responsive IP
address;
B. E-mails shall not contain or include a false or
misleading
subject line that attempts to disguise or conceal the content of the
e-mail;
C. All e-mails shall contain or include valid and responsive
contact
information of the sender, list manager or list owner; This includes
your
physical address and optionally your phone number.
D. No
e-mails shall
be sent for the purpose (but not necessarily the sole purpose) of
harvesting
the e-mail addresses in order to send future unsolicited e-mails;
E.
You shall be permitted to use brokers or third parties to deliver
e-mails only
if each acts in compliance with the terms of this Agreement, agrees to
fully
and completely indemnify you and Fine Water Imports Inc.for all
damages
arising from their breach of any of the obligations set forth herein
and you
have the ability to terminate distribution with or procurement by any
such
third party on not more than 24 hours notice. You shall be solely
responsible
for any breach of these obligation by any such third party;
F.
Every
e-mail shall contain a functioning return electronic mail address or
other
Internet-based mechanism clearly displayed that a recipient may use to
submit
in a manner specified in the message a reply electronic mail message
or other
form of Internet-based communication requesting not to receive future
e-mail
messages from you;
G. Every e-mail sent by you or by any broker
on your
behalf shall include a valid physical postal address of the entity
principally
responsible for sending the e-mail communication and such other
parties as may
be necessary in order to remain in compliance with applicable
laws,
H.
You shall distribute such e-mails only to those recipients who have
expressly
agreed directly with you, in advance, to receive such transmissions
from you
(i.e., "opted-in")
I. You shall process any and all opt-out
requests
within 5 business days, or less of the request and shall maintain
electronic
or tangible records evidencing the removal of such e-mails from your
lists for
verification.
J. Unless otherwise directed by Fine Water
Imports Inc.in
writing, you shall not use our names (including any abbreviation
thereof) or
any trademark, trade name, service mark, logo or other Fine Water
Imports
Inc.identifying information in the originating or return e-mail
address line,
header or subject line of any e-mail transmission and that all e-mail
transmissions shall contain language in the body and both the "from"
line as
well as the "re:" line that clearly announces that the offer embedded
in the
e-mail is being sent by you for the benefit of your users.
K.
Fine
Water Imports Inc.will review and post each advertisement (including
all
graphics and copy) of e-mail message prior to distribution and you
shall not
modify such message without the prior written consent of Fine Water
Imports
Inc..
L. Upon request by Fine Water Imports Inc., you shall
promptly
provide us with (i) a point of contact at your office for handling
customer
complaints received by us and (ii) information regarding consumer
responses to
the e-mail distribution and any and all records verifying that
recipients
consented to receive the e-mail transmissions in question
M.
Upon
notice from Fine Water Imports Inc.to you requesting that you
terminate e-mail
solicitations of one or more of our advertisements, you shall
immediately stop
sending any e-mail solicitations promoting such
advertisements.
N. In
the event of any breach of this agreement by you or and third party
broker or
licensee, Fine Water Imports Inc.shall, in addition to all other
remedies
available to it, have the right to refuse to make any payments to you
as a
result of your promotional efforts that cannot be verified by you as
having
complied with the terms and conditions hereof.
O. You shall
indemnify,
defend and hold Fine Water Imports Inc., its officers, directors,
shareholders
and employees harmless from any cost, expense or liability arising out
of any
breach or alleged breach of your obligations under any part of this
agreement.
ARTICLE 5. ORDER PROCESSING
5.01 Fine Water
Imports
Inc.shall establish the procedures of selling the Product including,
without
limitation, the placement of orders, pricing, payment terms,
processing,
delivery, returns etc. Without restricting the generality of the
foregoing,
Fine Water Imports Inc.shall have the right to cancel, suspend or
delay any
order for the Product, including the right to discontinue selling the
Product
at any time.
5.02 Member understands and agrees that any case
purchases designated for inventory or sampling is subject to being
broke down
and repackaged at compant expense and therefore are not refundable in
any way
and become the property of Fine Water Imports Inc.
5.03 Any
sample sent
from Marketing Member inventory the results in a sale will be credited
to that
said Members account for the life-time of that customer for the sale
of the
brand that was supplied by Member. Member only has exclusive rights to
the
sample brand that was provided, there is no exclusive for all brands
for any
one customer. In the event marketing efforts of Fine Water Imports
generated a
lead or sample request and the Marketing Member has no inventory for
the brand
requested that lead will be passed on to the next available Marketing
Member
that has that brand in inventory. However if there any pre-existing
Member(s)
who have provided a brand of samples will get priority a notice by
email and
have 48 hours to provide sample request before the inventory request
is passed
on to another Member. It Is the marketing Member option and
responsibility to
be in a position to provide the required brands of waters for lead
request.
5.04 Member understand they are not to attempt to
contact any
customer of Fine Water Import Inc., in any way and that doing so is
cause for
immediate termination of this agreement, including but not limited to
loss of
any future commission and or legal proceedings. You also agree not to
contact
any customer within a 2 year period in the event that Member choose to
terminate this agreement.
ARTICLE 6. LICENSES AND GOODWILL
PRESERVATION
6.01 Fine Water Imports Inc.shall have the right,
but not
the obligation, to approve, in its sole and absolute discretion and
with due
regard to the protection and preservation of the goodwill of the
Product any
promotional, advertising or marketing item used by the Member. The
Member
shall make all deletions and modifications suggested by Fine Water
Imports
Inc.on any site where the Product is mentioned.
6.02 The
Member shall
acknowledge and clearly identify and respect that all proprietary
information,
trademarks, copyrights and all other similar rights in and arising out
of the
Product are, and shall continue to be, the exclusive property of Fine
Water
Imports Inc.. In the event the Member learns of any claim or
allegation that
the Product infringes upon or violates any intellectual property or
proprietary rights of a third party, or contains any unlawful,
libelous, or
untrue statement, it shall immediately notify Fine Water Imports
Inc.so as to
enable Fine Water Imports Inc.to defend, settle or otherwise resolve
the claim
or allegation in a manner that Fine Water Imports Inc.deems
appropriate in its
sole discretion.
6.03 Customers who purchase the Product
through the
Program shall be deemed to be customers of Fine Water Imports Inc.,
and the
Member shall refer all Product-related questions, requests or queries
to Fine
Water Imports Inc.. Fine Water Imports Inc.shall have the right to
utilize the
Member's name and logo to advertise, market, promote and publicize in
any
manner the Product.
6.04 The Member shall not make or give to
a
customer or a potential customer any warranty, representation or other
statement concerning the Product without first obtaining the written
consent
of Fine Water Imports Inc..
ARTICLE 7. RELATIONSHIP OF PARTIES
7.01 While the parties shall work hand-in-hand for the benefit
of
both, the parties acknowledge and agree that the Member shall, from a
legal
perspective, act as and shall be an independent contractor and not an
employee
or agent of Fine Water Imports Inc.. Nothing in this Agreement shall
create a
partnership, joint venture, agency, or franchise between the parties
in the
legal sense of these terms. The Member shall not sign any document in
the name
of or on behalf of Fine Water Imports Inc.nor shall it hold itself out
as
being an agent of Fine Water Imports Inc.or as having apparent
authority to
contract for or bind Fine Water Imports Inc..
ARTICLE 8.
LIMITATION OF
LIABILITY
8.01 In no event shall Fine Water Imports Inc.be
liable for
special, incidental, consequential or punitive damages, including,
without
limitation, any damages resulting from loss of profits, loss of
business or
loss of goodwill arising out of or in connection with this Agreement
or the
Product, whether or not such party has been advised of the possibility
of such
damages. Fine Water Imports Inc.shall not be liable for any damages
if, for
any reason whatsoever, its Web site fails or is non-operational for
any reason
whatsoever.
ARTICLE 9. TERM OF THE AGREEMENT
9.01 In
the event
that the Member breaches any of the undertakings or obligations set
forth in
this Agreement and does not remedy same within 7 days notice from Fine
Water
Imports Inc., it shall automatically forfeit the Sales Commission then
receivable or receivable at any time in the future. Fine Water Imports
Inc.shall, in addition, have the right to terminate this Agreement and
shall
retain all other rights and remedies available to it at law or in
equity.
9.02 This Agreement shall automatically terminate if the
Member ceases
to actively market the Product for a period of ninety (90) days. The
Member
shall have the right to terminate this Agreement at any time upon
written
notice to Fine Water Imports Inc..
9.03 As soon as notice of
termination of this Agreement is given or upon termination as herein
provided,
the Member shall immediately cease its marketing and advertising of
the
Product and shall forthwith eliminate all mention and references to
the
Product and all links to Fine Water Imports Inc.. Pending the
completion of
the foregoing, Fine Water Imports Inc.may hold in abeyance the Sales
Commission.
ARTICLE 10. MODIFICATION AND APPLICATION OF
AGREEMENT
10.01 Fine Water Imports Inc.may, in good faith, modify any of
the
terms and conditions contained in this Agreement (including the Member
Compensation Schedule), at any time and in its sole discretion, by
posting a
change notice or a new agreement on its Web site. If any modification
to this
Agreement is not acceptable to the Member, its only recourse is to
terminate
this Agreement. The Members continued participation in the Program
following
the said posting of a change notice or new agreement shall constitute
binding
acceptance by the Member of the change.
10.02 If any of the
provisions
of this Agreement are determined by a court to be unenforceable, they
shall be
severed from this Agreement, and the remaining provisions shall remain
in full
force and effect.
10.03 The Member shall not assign, transfer
or
convey this Agreement or any part thereof to any other party without
Fine
Water Imports Inc.consent which shall not be unreasonably refused.
10.04 This Agreement shall endure to the benefit of and be
binding
upon the parties hereto and their respective heirs, legatees,
executors, legal
representatives, successors and assigns.
10.05 This Agreement
represents the entire agreement between the parties and supersedes all
prior
negotiations, agreements and understandings, if any. For greater
certainty but
without restricting the aforementioned, information contained in any
of the
following shall not form part of this Agreement,
namely:
Descriptions
of the Program (including the descriptions of Sales Commission payable
to the
Members) on Fine Water Imports Inc.Web site(s);
E-mail
communications
from Fine Water Imports Inc.or from any of its employees, officers or
directors;
Information in the Product, or in
marketing/informational
documents.
ARTICLE 11. INDEPENDENT INVESTIGATION
11.01
The
Member acknowledges that it has reviewed this Agreement and agrees to
all its
terms and conditions. The Member understands that Fine Water Imports
Inc.may
at any time solicit customer referrals on terms that may differ from
those
contained in this Agreement or operate Web sites that are similar to
or
compete with the Member's Web site. The Member has independently
evaluated the
desirability of participating in the Program and is not relying on any
representation, guarantee or statement other than as set forth in this
Agreement.
ARTICLE 12. MISCELLANEOUS PROVISIONS
12.01
Any
reference in this Agreement to gender includes all genders and words
importing
the singular number only shall include the plural and vice versa.
12.02 The insertion of headings and the division of this
Agreement
into Articles and Sections are for convenience reference only and are
not to
affect its interpretation.
12.03 Each of the parties hereto
covenants
and agrees that it shall execute and deliver such additional
agreements and
documents and do such acts and things as may be reasonably necessary
fully and
effectually to carry out the intent and purpose of this Agreement.
12.04 Time shall be of essence of this Agreement.
12.05 All
notices, requests and other communications shall be deemed to have
been
received when posted by Fine Water Imports Inc.on its Web site. It
shall also
be deemed to have been received on the next business day if
transmitted by
Telecopier, e-mail or any other form of electronic mail to the last
known
electronic address of the intended recipient.
12.06 If a
dispute
arises under this agreement, we agree to first try to resolve it with
the help
of a mutually agreed-upon mediator in the following location:
Cheyenne,
Wyoming. Any costs and fees other than attorney fees associated with
the
mediation will be shared equally by each of us.
If it proves
impossible
to arrive at a mutually satisfactory solution through mediation, we
agree to
submit the dispute to binding arbitration at the following location:
Cheyenne,
Wyoming under the rules of the American Arbitration Association.
Judgment upon
the award rendered by the arbitration may be entered in any court with
jurisdiction to do so.
The parties have required that this
Agreement
and related documents be drafted in
English.
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Member
COMPENSATION SCHEDULE
As set forth for each Product when the
Member is
logged in to the Member Back Office
site.
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~=
PRODUCT
1.
Acqua Panna
2. 10 Thousand BC
3. ELSENHAM
4. LAQUEN
5. 1
Litre
6. Speyside
Glenlivet
~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~~=
~~~~
REJECTION
CRITERIA
We will reject anyone who uses marketing techniques
that...
Exploit sex to sell
Promote violence
Are
hateful in any way
Are harassing or use spam in any way,
shape, or
form
Are libelous or defamatory
Are threatening or
abusive
Are illegal or on the borderline
Violate the
copyrights or
trademarks of others
Are in such poor taste that we do not
want the
association.
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