AMBASSADOR TERMS & CONDITIONS AGREEMENT

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SMARTVINE AMBASSADOR AGREEMENT

  • Terms and Conditions

  • As a SmartVine Ambassador (“Ambassador”) of Hardy Fit, LLC dba SmartVine (“SmartVine”), Ambassador understands and agrees that the relationship will be governed by the terms and conditions herein as follows:

    • Definition of this Agreement.Ambassador understands that he or she must comply with the terms and conditions set forth in this Agreement, including the SmartVine Policies & Procedures (the “Policies & Procedures”), which is incorporated into and made a part of this Agreement. Ambassador further understands that this Agreement requires integrity, honesty and responsibility in his or her behavior and actions with SmartVine, SmartVine Members, and his or her fellow Ambassadors.

    • SmartVine hereby appoints Ambassador, and Ambassador accepts such appointment, to act as a non-exclusive independent Ambassador of SmartVine’s products during the term of this Agreement, solely in accordance with the terms and conditions of this Agreement.
    • Ambassador Kit. Ambassador agrees to purchase a non-commissionable Business Kit from SmartVine. Ambassador understands that a Business Kit is the only purchase required to conduct business as a SmartVine Ambassador.
    • Sales Tax. Ambassador understands that a sale is not final until inputted into the SmartVine online order system and that the appropriate sales/use tax amount will be charged, collected and remitted to the appropriate agencies. When orders are placed with SmartVine, sales tax is charged on the actual retail price, taking into account any discounts applied.

    • Ambassador’s Services.
    • Market the Products. Ambassador shall at its own expense:

    • market, advertise, promote, and solicit the sale of SmartVine products to prospective and existing customers by conducting Sales Events or on Ambassador’s personal website, if applicable, and tasting experiences, in each case using its best efforts to maximize sales volume;

    • initiate and attend meetings with prospective and existing customers only;

    • observe all directions and instructions given to it by SmartVine in relation to the marketing, advertisement, and promotion of SmartVine’s products;

    • market, advertise, promote and solicit the sale of SmartVine products and conduct business in a manner that reflects favorably at all times on SmartVine products and the good name, goodwill, and reputation of SmartVine;

    • promptly notify SmartVine of, and provide, upon SmartVine's request, assistance to SmartVine to address and investigate, any product return, complaint, or adverse claim about any SmartVine product of which Ambassador becomes aware; and

    • promptly forward to SmartVine (without deduction) any amount received from a customer, with endorsements if necessary.

    • Obtain Government Approval. Ambassador shall at its own expense maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to its obligations under this Agreement.

    • Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, Ambassador shall not directly or indirectly:
    • make any representations, warranties, guarantees, indemnities, similar claims, or other commitments actually, apparently, or ostensibly on behalf of SmartVine, or to any customer with respect to SmartVine’s products; or
    • engage in any unfair, anti-competitive, misleading, or deceptive practices respecting SmartVine’s products, including any product disparagement.

    • Customer Orders.
    • Solicitation of Customer Purchase Orders. All purchase orders solicited by Ambassador from Customers are subject to approval, rejection or modification by SmartVine. Ambassador shall have no authority to enter into any purchase order on behalf of SmartVine or to otherwise bind SmartVine to sell or deliver any SmartVine products to a customer. Ambassador shall forward to SmartVine all customer purchase orders, requests for quotation and sales inquiries.

    • SmartVine's Discretion to Accept or Reject Customer Purchase Orders. SmartVine reserves the right, in its sole discretion, to accept, or decline to accept, any purchase order for SmartVine products received from any party whether or not solicited by Ambassador; cancel, terminate, or modify any purchase order previously accepted by SmartVine; or negotiate any terms and conditions of the purchase order with Customer, including modifying the purchase price or payment terms. Ambassador acknowledges that SmartVine's exercise of discretion may result in no commission owed, or a reduction, or delay in the payment of commission owed, to Ambassador under this Agreement.

    • Availability of Products. SmartVine may, in its sole discretion discontinue the sale of any SmartVine products without advance written notice thereof, reduce or allocate its inventory, and effect changes to any of the SmartVine products.

    • Commission Rate. Subject to the next sentence, SmartVine shall pay Ambassador a commission ("Commission") for its services for all sales solicited by Ambassador pursuant to the terms of this Agreement, in the amount equal to 20 percent (20%) of the Net Sales Price of such sale under the applicable purchase order. Commissions become payable to Ambassador only at such times and only to the extent that SmartVine actually receives unconditional payment from customer under the corresponding purchase order. SmartVine shall pay Ambassador each month the Commission owed for the immediately preceding month. SmartVine may withhold payment of any amounts due and payable under this Agreement by reason of any setoff of any claim or dispute with Ambassador, whether relating to Ambassador’s breach, bankruptcy or otherwise.

    • Ambassador shall notify SmartVine in writing of any dispute regarding any Commission within 10 days from the Ambassador's receipt of a Commission payment. Ambassador will be deemed to have accepted all Commission payments for which SmartVine does not receive timely notification of disputes. The parties shall seek to resolve all such disputes expeditiously and in good faith. Notwithstanding anything to the contrary, Ambassador shall continue performing its obligations under this Agreement during any such dispute.

    • Ambassador acknowledges and agrees that:

    • Ambassador cannot carry inventory of wine for sale directly to Members, consumers, or other Ambassadors. Due to the regulations of the sale of alcoholic beverages, all wine sales must be made between SmartVine and a consumer directly through the SmartVine website. Ambassador also agrees to promote responsible consumption of wine and not serve wine to minors or facilitate the sale of wine to minors.
    • Ambassador understands that he or she may only purchase wine for tastings for Ambassador’s personal guests and may not purchase wine on behalf of another individual.

    • Ambassador understands that he or she may only conduct wine tastings in private venues where there is a designated event host who has pre-purchased wines from SmartVine. Ambassadors may not pour wine at public events or where there is a fee to attend or a charge for alcohol.

    • Ambassador understands SmartVine is the licensed entity and that all orders and sales must be processed and fulfilled through SmartVine or its approved licensees. Ambassador shall not deliver or sell wines directly to consumers or do anything that would jeopardize SmartVine’s good standing and permits or licenses.

    • In the event Ambassador sponsors an applicant to be a Ambassador and the application is accepted by SmartVine, Ambassador will accept the duties and obligations of training, support and recognition as set forth in the Agreement.

    • Independent Contractor Status.Ambassador is an independent contractor pursuant to this Agreement. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between SmartVine and Ambassador, or an employee/employer relationship. Ambassador has no express or implied right or authority to assume or create any obligations on behalf of or in the name of SmartVine or to bind SmartVine to any contract, agreement, or undertaking with any customer or other third party. The operations of the Ambassador are subject to the sole control of Ambassador. Without limitation of the foregoing, Ambassador is solely responsible for, at its own expense providing such office space and facilities as may be necessary to carry out its obligations under this Agreement. Ambassador shall be solely responsible for any and all costs or expenses that it may incur in the performance of his or her obligations hereunder. Ambassador understands he or she will not be treated as an employee with respect to any services for federal or state tax purposes. SmartVine shall report payments made to Ambassador on a calendar year basis as required using IRS Form 1099. Ambassador agrees to report all such payments to the appropriate federal, state and local taxing authorities. Ambassador understands that he or she must complete and submit to SmartVine an IRS W-9 and shall update the W-9, as required by law. Ambassador will be responsible for payment of all applicable income, self-employment and other taxes. Ambassador will not be eligible for and will not participate in any pension, or fringe benefit plan sponsored by SmartVine and will not be covered by its workers’ compensation or unemployment insurance or retained coverage.

    • Intellectual Property Rights.

    • Ownership. Ambassador acknowledges and agrees that:

    • any and all SmartVine's Intellectual Property Rights are the sole and exclusive property of SmartVine;

    • Ambassador shall not acquire any ownership interest in any of SmartVine's Intellectual Property Rights under this Agreement;

    • any goodwill derived from the use by Ambassador of SmartVine's Intellectual Property Rights inures to the benefit of SmartVine;

    • if Ambassador acquires any Intellectual Property Rights in or relating to any Product purchased under this Agreement (including any rights in any trademarks or derivative works relating thereto), by operation of law, or otherwise, such rights are deemed and are hereby irrevocably assigned to SmartVine without further action by either of the parties; and

    • Ambassador shall use SmartVine's Intellectual Property Rights solely for the purposes of performing its obligations under this Agreement and only in accordance with this Agreement and the instructions of SmartVine.

    • SmartVine's Trademark License Grant. Subject to the terms and conditions of this Agreement, SmartVine hereby grants to Ambassador a non-exclusive, non-transferable, and non-sublicensable license to use SmartVine's trademarks during the Term solely on or in connection with the marketing, promotion, advertising, and sale of SmartVine products. Ambassador will promptly discontinue the display or use of any trademark to change the manner in which a trademark is displayed or used with regard to SmartVine products when requested by SmartVine.

    • Marketing and Resale Right Only. Ambassador is authorized to market SmartVine products only in the form and packaging as approved by SmartVine. Other than the express licenses granted by this Agreement, SmartVine grants no right or license to Ambassador by implication, estoppel, or otherwise to the SmartVine products or any of SmartVine's Intellectual Property Rights.

    • Prohibited Acts. Ambassador shall not: take any action that may interfere with any of SmartVine's rights in or to SmartVine's Intellectual Property Rights, including SmartVine's ownership or exercise thereof; challenge any right, title, or interest of SmartVine in or to SmartVine's Intellectual Property Rights; make any claim or take any action adverse to SmartVine's ownership of SmartVine's Intellectual Property Rights; register or apply for registrations, anywhere in the world, for SmartVine's trademarks or any other trademark that is similar to SmartVine's trademarks or that incorporates SmartVine's trademarks in whole or in confusingly similar part; use any mark, anywhere, that is confusingly similar to SmartVine's trademarks; engage in any action that tends to disparage, dilute the value of, or reflect negatively on the products purchased under this Agreement or any SmartVine trademark; misappropriate any of SmartVine's trademarks for use as a domain name without prior written consent from SmartVine; or alter, obscure, or remove any of SmartVine's trademarks or trademark or copyright notices or any other proprietary rights notices placed on the products purchased under this Agreement, marketing materials, or other materials that SmartVine may provide.

    • No Continuing Rights. On expiration or earlier termination of this Agreement, Ambassador will immediately cease all display, advertising, promotion, and use of all of SmartVine's trademarks and will not thereafter use, advertise, promote or display any trademark or any part thereof that is similar to or confusing with SmartVine's trademarks or with any trademark associated with SmartVine or any of its products.
    • “Intellectual Property Rights” means all intellectual property and industrial property rights comprising or relating to trademarks, internet domain names, web addresses, web pages, websites, and URLs, works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, trade secrets, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, such rights or forms of protection pursuant to the laws of any jurisdiction in any part of the world.

    • Ownership and Use of Confidential Information. Ambassador acknowledges that SmartVine owns all product, Ambassador and customer information and data that Ambassador may create or compile, including but not limited to product and purchasing information, customer and Ambassador contact and profile details, Ambassador lists, operating and production procedures, product development information, financial data and marketing materials (collectively, “Confidential Information”), and that all Confidential Information is confidential and that its disclosure could cause significant harm to SmartVine. Ambassador will not use or disclose Confidential Information to any person except in strict accordance with this Agreement and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. Ambassador will not use Confidential Information to sell products or services other than SmartVine products and services or in connection with any other business during the term of and after termination of this Agreement. Ambassador understands that Ambassador will be deemed to breach his or her obligations to SmartVine with respect to Confidential Information or trade secrets if Ambassador works or performs services (including consulting or advisory services) for a competitor of SmartVine in any position in which Ambassador is required to or do use, disclose or otherwise employ any Confidential Information obtained during Ambassador’s relationship with SmartVine. Ambassador understands and agrees that this provision does not prohibit Ambassador from working for a competitor of SmartVine during the term of this Agreement or after the termination of this Agreement, but requires Ambassador not to use, share or otherwise communicate Confidential Information or trade secrets to such a competitor or to perform services for such a competitor. Ambassador agrees that a breach of this provision shall cause irreparable harm to SmartVine and that SmartVine will be entitled to injunctive relief in the event of a breach of this provision, in addition to any other legal or equitable remedies to which SmartVine may be entitled. Ambassador further agrees that the terms of this Agreement shall be deemed Confidential Information and shall be subject to the provisions of this Section. Upon SmartVine’s reasonable written request, Ambassador agrees to return to SmartVine all Confidential Information, including but not limited to all marketing collateral, marketing plans, documentation, notes, plans, drawings and copies thereof. All information is provided “AS IS” and without any warranty, express, implied or otherwise, regarding its accuracy or performance.

    • Non-Solicitation. During the Term and for a period of 12 months thereafter, Ambassador shall not, directly or indirectly, in any manner make any solicitation to employ SmartVine’s personnel without written consent of SmartVine, to be given or withheld in SmartVine’s sole discretion. For the purposes of this paragraph, a general advertisement or notice of a job listing or opening or other similar general publication of a job search or availability to fill employment positions, including on the internet, shall not be construed as a solicitation or inducement, and the hiring of any such employees or independent contractor who freely responds thereto is not a breach of this paragraph.

    • Ambassador hereby grants SmartVine and its affiliates, members, managers, designees, agents, successors or assigns an unrestricted, perpetual, worldwide, irrevocable, royalty-free, transferable, sub-licensable and fully paid-up license to use, reuse, license, reproduce, modify, adapt, publish, edit, translate, display, perform, distribute, transmit, broadcast, communicate to the public and otherwise exhibit throughout the world, create derivative works from, and otherwise exploit and use Ambassador’s name, including nicknames and social media handles, likeness, image, photograph, biographical information, voice, persona, opinions, comments, and in any and all media and by any means of transmission, distribution or communication, whether now known or hereafter created, including by way of example and not limitation, any television, radio, the Internet and online forums, and in audio visual works, photographs, sound recordings, marketing and public relations materials, publications and the like (collectively, “Media Materials”) for advertising, publicizing, marketing and promotion of SmartVine, and Ambassador waives remuneration for such use. Ambassador further waives the right to inspect or approve all preliminary, draft or finished Media Materials.
    • Term and Termination of this Agreement.
    • Term. This Agreement is effective from the date of acceptance by SmartVine and will automatically renew every twelve (12) months on the anniversary of the date Ambassador enters into this Agreement. Ambassador also agrees to pay any renewal fees required to extend the term of this Agreement.

    • Involuntary Cancellation. SmartVine may immediately terminate this Agreement in the event of any prohibited actual or attempted assignment of the Agreement; Ambassador’s misrepresentation relating to SmartVine or Ambassador’s business; Ambassador’s breach of any provision of this Agreement; or if Ambassador fails to solicit sales of at least 48 bottles of SmartVine wines in any 12-month period. If SmartVine terminates this Agreement, SmartVine may reject any future reapplications Ambassador and pursue all applicable legal remedies.

    • Voluntary Cancellation. A SmartVine Ambassador has the right to terminate this Agreement at any time, for any reason. Notice of termination must be submitted in writing to SmartVine at its principal place of business or by contacting SmartVine.

    • Events Upon Termination of this Agreement. Upon termination of this Agreement, Ambassador shall promptly:

    • Cease to represent itself as a SmartVine Ambassador with respect to SmartVine’s products, and shall otherwise desist from all conduct or representations that might lead the public to believe that Ambassador is authorized by SmartVine to market, promote or solicit sales of SmartVine’s products;

    • Cease all use of SmartVine Intellectual Property and Confidential Information and will cease holding classes, workshops, tastings, and presentation or otherwise displaying, offering for sale or promoting SmartVine products; and

    • certify in writing to SmartVine that it has complied with the requirements of this clause.

    • SmartVine shall not have any obligation to pay a Commission with respect to any SmartVine products ordered prior to expiration or termination, but shipped to a customer after such expiration or termination.

    • Compliance with Laws. Ambassador shall at all times comply with all laws. Without limiting the generality of the foregoing, Ambassador shall not engage in any activity or transaction involving the SmartVine products, by way of marketing, promotion, advertising, the solicitation of the sale, lease, use, or otherwise, that violates any law.

    • Site Downtime. Ambassador acknowledges that the website for SmartVine may be subject to temporary shutdowns from time to time for maintenance and/or due to causes beyond SmartVine’s or its vendor’s reasonable control, and that SmartVine shall have no liability to Ambassador by reason of any such shutdowns.

    • Ambassador will indemnify and hold harmless SmartVine, its subsidiaries, managers, officers, employees, agents and assigns from and against any damages, claims or liabilities and expenses (including attorneys’ fees) incident to Ambassador’s: (a) activities as an Ambassador including, without limitation, any unauthorized representations made by Ambassador; (b) any negligent, reckless or intentionally wrongful act of Ambassador or its assistants, employees, contractors or agents, including with respect to claims by third parties related to infringement of third party Intellectual Property rights; (c) a determination by a court or agency that Ambassador is not an independent contractor, (d) breach by Ambassador or by Ambassador’s assistants, employees, contractors or agents of any of the terms of this Agreement; or (e) violation of or failure to comply with any applicable federal, state or local laws or regulations.

    • Limitation of Damages.TO THE EXTENT PERMITTED BY LAW, SMARTVINE AND ITS AFFILIATES, MEMBERS, MANAGERS, ASSOCIATES AND OTHER REPRESENTATIVES SHALL NOT BE LIABLE FOR, AND AMBASSADOR HEREBY RELEASES THE FOREGOING FROM, AND WAIVE ANY CLAIM OF ANY SPECIAL INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATING TO SMARTVINE’S PERFORMANCE, NON-PERFORMANCE, ACT OR OMISSION WITH RESPECT TO THE BUSINESS RELATIONSHIP OR OTHER MATTERS BETWEEN MYSELF AND SMARTVINE, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING BUT NOT LIMITED TO NEGLIGENCE OR STRICT LIABILITY, OR OTHERWISE, EVEN IF SMARTVINE OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IT IS AGREED THAT ANY DAMAGE TO ME SHALL NOT EXCEED, AND IS HEREBY EXPRESSLY LIMITED TO THE AMOUNT OF UNSOLD SMARTVINE PRODUCTS AND SERVICES OWNED OR HELD BY ME, COMMISSIONS, BONUSES AND OVERRIDES.
    • Cumulative Remedies; Waiver.All rights, powers and remedies given to either party are cumulative, not exclusive and in addition to any and all other rights and remedies provided by law. No failure or delay of either party to exercise any power or right under this Agreement or to insist upon strict compliance with any obligation or provision shall constitute a waiver of such party’s right to demand exact compliance therewith. Waiver by SmartVine can be effective only in writing by an authorized officer of SmartVine.

    • Injunctive Relief.Ambassador acknowledges and agrees that (a) a breach or threatened breach by Ambassador of any of its confidentiality obligations would give rise to irreparable harm to SmartVine for which monetary damages would not be an adequate remedy and (b) in the event of a breach or a threatened breach by Ambassador of any such obligations, SmartVine shall, in addition to any and all other rights and remedies that may be available to SmartVine at law, in equity, or otherwise in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance, and any other relief that may be available from a court of competent jurisdiction, without any requirement to post a bond or other security, and without any requirement to prove actual damages or that monetary damages will not afford an adequate remedy. Ambassador agrees that Ambassador will not oppose or otherwise challenge the appropriateness of equitable relief or the entry by a court of competent jurisdiction of an order granting equitable relief, in either case, consistent with the terms of this Section.
    • Entire Agreement; Amendment. This Agreement, and as may be amended by SmartVine, supersedes all prior communications, understandings and agreements between the parties and contains the entire agreement between the parties relating to its subject matter. Ambassador understands that this Agreement may be amended by SmartVine in its sole discretion, and Ambassador agrees to abide by all such amendments. Notification of amendments shall be posted to SmartVine’s website. Amendments shall become effective thirty (30) days after notice of the amendment is posted, but amended policies shall not apply retroactively to conduct that occurred prior to the effective date of the amendment. The continuation of Ambassador’s services to SmartVine or Ambassador’s acceptance of Commission after the effective date of amendments shall constitute Ambassador’s acceptance of any and all amendments.
    • Waiver. No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or any act, omission or course of dealing between the parties.

    • Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise.

    • Assignment. Ambassador may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of SmartVine. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves the assigning or delegating party of any of its obligations under this Agreement. SmartVine may assign any of its rights or delegate any of its obligations to any Affiliate or to any Person acquiring all or substantially all of SmartVine’s assets.

    • Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

    • No Third-party Beneficiaries. The parties do not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

    • Choice of Law. This Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all matters arising out of or relating to this Agreement, are governed by, and construed in accordance with, the Laws of the State of California, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the Laws of any jurisdiction other than those of the State of California.

    • Choice of Forum. Each party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind whatsoever against the other party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached hereto and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than the Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Contra Costa County, and any appellate court from any thereof. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in Northern District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in Contra Costa County. Each party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

    • Waiver of Jury Trial. Each party acknowledges and agrees that any controversy that may arise under this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement, including any exhibits, schedules, attachments, and appendices attached to this Agreement, or the transactions contemplated hereby.

    • Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected party's reasonable control, including, without limitation: (i) acts of God; (ii) flood, fire, earthquake, or explosion; (iii) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (iv) applicable law; (v) actions, embargoes, or blockades in effect on or after the date of this Agreement; (vi) action by any Governmental Authority; (vii) national or regional emergency; (viii) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (ix) shortage of adequate power or transportation facilities (each a "Force Majeure Event").

    • Other Terms.

    • Ambassador represents and warrants that he or she has the full legal capacity to enter into this Agreement in the state in which Ambassador reside. Ambassador agree to comply with all laws, rules and regulations governing the conduct of my business.

    • Ambassador will refer to SmartVine’s website to confirm SmartVine’s current states of operation, which may change at any time. Ambassador understands that Ambassador may not conduct business in any state that has not been confirmed by SmartVine as an authorized state for the sale of wine via the SmartVine program.

    • Ambassador certifies that he or she is not in the Upline or Downline team of any other household member who is a SmartVine Ambassador.

    • Ambassador acknowledges that Ambassador has read, understands and agrees to the terms set forth in this SmartVine Ambassador Agreement. Ambassador certifies that all of the information provided in connection with becoming a Ambassador and in this Agreement is true and accurate. Ambassador is at least 21 years of age, is a citizen or permanent resident of the United States, and has a valid Social Security number or individual Taxpayer Identification number.

    I accept these terms