I have the right to offer for sale Uncorked products and services in accordance with these Terms and Conditions.
I have the right to enroll other individuals as distributors in Uncorked.
If qualified, I have the right to earn commissions pursuant to the Uncorked Marketing & Compensation Plan.
I agree to present the Uncorked Marketing & Compensation Plan and Uncorked products and services as set forth in official Uncorked literature.
I agree that as an Uncorked Independent Distributor I am an independent contractor, and not an employee, partner, legal representative, or franchisee of Uncorked. I agree that I will 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. I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF UNCORKED FOR FEDERAL OR STATE TAX PURPOSES. Uncorked is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, if any, FICA, or taxes of any kind.
I have carefully read and agree to comply with the Uncorked Policies and Procedures and the Uncorked Marketing & Compensation Plan, both of which are incorporated into and made a part of these Terms and Conditions (these documents shall be collectively referred to as the “Agreement”). I understand that I must be in good standing, and not in violation of the Agreement, to be eligible for bonuses or commissions from Uncorked. I understand that the Uncorked Policies and Procedures and/or the Uncorked Marketing & Compensation Plan may be amended at the sole discretion of Uncorked, and I agree to abide by all such amendments. Notification of amendments shall be posted on Uncorked’s website and shall become effective 30 days after publication. The continuation of my Uncorked business or my acceptance of bonuses or commissions shall constitute my acceptance of any and all amendments.
The term of this agreement is one year (subject to prior cancellation pursuant to the Policies and Procedures). If I choose not to renew my Uncorked business, or if it is canceled or terminated for any reason, I understand that I will permanently lose all rights as an Independent Distributor, I shall not be eligible to sell Uncorked products and services, nor shall I be eligible to receive commissions, bonuses, or other income resulting from the activities of my former downline sales organization. In the event of cancellation, termination or nonrenewal, I waive all rights I have, including but not limited to property rights, to my former downline organization and to any bonuses, commissions or other remuneration derived through the sales and other activities of my former downline organization. Uncorked reserves the right to terminate all Independent Distributor Agreements upon 30 days notice if the Company elects to: (1) cease business operations; (2) dissolve as a business entity; or (3) terminate distribution of its products and/or services via direct selling channels. Independent Distributor may cancel this Agreement at any time, and for any reason, upon written notice to Uncorked at its principal business address.
I may not assign any rights under the Agreement without the prior written consent of Uncorked. Any attempt to transfer or assign the Agreement without the express written consent of Uncorked renders the Agreement voidable at the option of Uncorked and may result in termination of my business.
I understand that if I fail to comply with the terms of the Agreement, Uncorked may, at its discretion, impose disciplinary sanctions as set forth in the Policies and Procedures. If I am in breach, default or violation of the 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. I agree that Uncorked may deduct, withhold, set-off, or charge to any form of payment I have previously authorized, any amounts I owe or am indebted to Uncorked.
Uncorked, its parent or affiliated companies, directors, officers, shareholders, employees, assigns, and agents (collectively referred to as “affiliates”), shall not be liable for, and I release Uncorked and its affiliates from, all claims for consequential and exemplary damages for any claim or cause of action relating to the Agreement. I further agree to release Uncorked and its affiliates from all liability arising from or relating to the promotion or operation of my Uncorked business and any activities related to it (e.g., the presentation of Uncorked products or Marketing & Compensation Plan, the operation of a motor vehicle, the lease of meeting or training facilities, etc.), and agree to indemnify Uncorked for any liability, damages, fines, penalties, or other awards arising from any unauthorized conduct that I undertake in operating my business.
The Agreement, in its current form and as amended by Uncorked at its discretion, constitutes the entire contract between Uncorked and myself. Any promises, representations, offers, or other communications not expressly set forth in the Agreement are of no force or effect.
Any waiver by Uncorked of any breach of the Agreement must be in writing and signed by an authorized officer of Uncorked. Waiver by Uncorked of any breach of the Agreement by me shall not operate or be construed as a waiver of any subsequent breach.
If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be severed, and the severed provision shall be reformed only to the extent necessary to make it enforceable. The balance of the Agreement shall remain in full force and effect.
This Agreement will be governed by and construed in accordance with the laws of the State of California without regard to principles of conflicts of laws. In the event of a dispute between an Independent Distributor and Uncorked arising from or relating to the Agreement, or the rights and obligations of either party, the parties shall attempt in good faith to resolve the dispute through nonbinding mediation as more fully described in the Policies and Procedures. Uncorked shall not be obligated to engage in mediation as a prerequisite to disciplinary action against an Independent Distributor. If the parties are unsuccessful in resolving their dispute through mediation, the dispute shall be settled totally and finally by arbitration as more fully described in the Policies and Procedures. Notwithstanding the foregoing, Uncorked shall be entitled to bring an action before the State or Federal Courts in Shasta County, California, seeking a restraining order, temporary or permanent injunction, or other equitable relief to protect its intellectual property rights, including but not limited to customer and/or distributor lists as well as other trade secrets, trademarks, trade names, patents, and copyrights.
The parties consent to jurisdiction and venue before any federal or state court in Shasta County, State of California, for purposes of enforcing an award by an arbitrator, an action by Uncorked for equitable relief, or any other matter not subject to arbitration.
Louisiana Residents: Notwithstanding the foregoing, Louisiana residents may bring an action against the Company with jurisdiction and venue as provided by Louisiana law.
Montana Residents: A Montana resident may cancel his or her Independent Distributor Agreement within 15 days from the date of enrollment, and may return his or her starter kit for a full refund within such time period.
I authorize Uncorked to use my name, photograph, personal story and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.