Independent Distributor Agreement

The consideration for this agreement includes the opportunity for the Distributor to earn distribution fees from DR for successfully distributing DR’s services and for DR to earn sales of its services from the distribution efforts of the Distributor, as well as other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged. The parties acknowledge that this agreement is entered into by each of them under seal.

1. Scope of Relationship

(a) Obligations of the Distributor

(i) A Distributor is an individual, business or entity which enters into this agreement with DR to distribute DR’s services.

(ii) As a Distributor, you are entitled, but not obligated, to distribute DR’s services to the public. Distributors may use all forms of media advertising, marketing and promotions, including Radio, TV, Print, Internet, and Telephone, and other such conventional methods.

(iii) As a Distributor, you shall comply with all laws (whether statutory or common), rules, regulations and codes of conduct for the territory in which you carry on business. Any breach of this provision may disentitle the Distributor to Marketing Fees and/or to termination of this agreement, at the discretion of DR.

(iv) When marketing DR’s services, you shall adhere to the policies and procedures of DR’s Personal Freedom Plan (“PFP”), as set out in the PFP material and other documentation concerning the PFP, as set out on the DR web site and as may be amended from time to time. Any amendment shall become effective when posted on the DR web site and the Distributor agrees to be bound by any amendment, and all transactions shall be governed by any amendment, after such posting. The Distributor agrees to monitor the current policies and procedures posted on the DR web site on a regular basis.

(v) Distributors are responsible for Invoicing DR for services rendered, according to the PFP material. This can be done via a Withdrawal Feature available in the DR's members area. DR may set off any amount owed to DR by the Distributor from any amount owed by DR to the Distributor.

(vi) Distributors are responsible for remitting any and all taxes and other such payments to their respective governments based on the laws and regulations applicable to the Distributor. DR is not responsible for any such remittances and Distributor hereby indemnifies DR from and against any claim made by any authority in respect of such payments.

(vii) The Distributor agrees to pay all disbursements fees, fines and costs related to DR preparing and remitting payment to the Distributor. This includes all checks, debit cards, wire transfers and any other payment methods and associated cost, as set forth by DR in the fees schedule.

(b) Obligations of DR

(i) DR will maintain and administer the PFP, provide the Distributor with the PFP documentation, including the PFP material, and provide its services for sale and marketing by the Distributor.

(ii) DR will pay Distributors a Marketing Fee for successfully marketing DR products and/or services, as set out in the PFP material. DR may pay the Distributor for any bona fide entitlement to a Marketing Fee within 30 days of its receipt of an invoice from the Distributor.

2. Distributor Restrictions on Marketing

(a) The Distributor shall not use DR’s web site, marketing materials or documentation to market any services other than DR’s services. A breach of this provision may cause the Distributor to be subject to fines and liability, as set out in the PFP material.

(b) The Distributor shall not market DR products to other Distributors in the PFP. DR will not owe a Marketing Fee to a Distributor in respect of any transaction involving the marketing of DR products by one Distributor to another Distributor.

(c) DR only sells its products and services from its store (Internet) Distributors shall not represent that DR sells its services in any other manner.

(d) Distributors are not authorized to bind DR. Distributors may only market, advertise and promote DR and it’s services.

(e) DR does not authorize Distributors to engage in “direct sales” of DR products on behalf of DR. Accordingly, Distributors are not authorized to sell DR products directly to the public on behalf of DR.

3. Protection of Password

(a) A Distributor is responsible for the protection of their password that gives them access to their account information. A Distributor shall not divulge any password to any other person, nor use any password obtained from or used by any other person. The Distributor agrees that DR will treat any person accessing the Distributors account using the password issued to it as the Distributor.

(b) The Distributor agrees that, in the event of the loss or misuse of the Distributors password, Distributor shall notify DR immediately and confirm receipt of such notification by DR. Following the provision of confirmation of receipt of such notification, DR will disable such password within a reasonable time. Notwithstanding this, Distributor acknowledges that it is responsible for all transactions of any nature made through or using its account. DR disclaims all liability for any such transactions. Distributor shall indemnify and hold harmless DR for transactions authorized using the Distributors password prior to such time as the password is disabled by DR.

4. Protection of Email Address

(a) A Distributor is responsible for ensuring that he/she is the exclusive user of the email address registered on file to the Distributors account. DR will send sensitive information to Distributors via email and will also follow instructions via email.

(b) The Distributor agrees that, in the event of the compromise of the Distributor’s e-mail address, Distributor shall notify DR immediately and confirm receipt of such notification. Following the provision of confirmation of receipt of such notification, DR will disable such e-mail address within a reasonable time. Notwithstanding this, Distributor acknowledges that it is responsible for all transactions of any nature made through or using its e-mail address. DR disclaims all liability for any such transactions. Distributor shall indemnify and hold harmless DR for transactions authorized using the Distributors e-mail address prior to such time as the e-mail address is disabled by DR.

5. Termination

(a) DR reserves the right to terminate this agreement, and any account, password, e-mail address or other such element related thereto, at any time for any reason without cause or prior notice.

(b) Upon termination of this agreement, all terminated accounts of the Distributor will be canceled and the Distributor shall immediately cease marketing DR’s products or services.

(c) Upon termination the Distributor shall immediately return all materials related to the PFP in its possession, including but not limited to all PFP materials and documentation, without making or retaining any copies thereof.

(d) DR will not be liable to Distributor for any invoices received by it after the date of termination.

(e) Any funds owed to DR by the Distributor, including purchase balances and fines, shall become immediately payable in full by the Distributor.

6. Limitation of Liability and Disclaimer of Warranty

(a) The Distributor agrees that, by definition, access to the Internet is associated with risks, including but not limited to, authentication, data security, privacy, the availability of services and the reliability of transmission. The Distributor agrees to bear full and exclusive responsibility arising from such risks and consequences of the usage of the Internet. DR does not guarantee that any transaction will be free of such risks. DR SHALL NOT BE LIABLE FOR DAMAGES RESULTING FROM DELAYED DELIVERY OR NON-DELIVERY OF ANY INFORMATION OVER THE INTERNET.

(b) To the fullest extent permitted by law, DR DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES (EXPRESS, IMPLIED AND STATUTORY, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS) AS TO ITS PRODUCTS AND SERVICES.

(c) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR RULE OF LAW OR STATUTORY PROVISION OR OTHERWISE, DR SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF USE, PROFITS, DATA OR OTHER INTANGIBLES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES.

(d) DR does not exclude any liability for (i) death or personal injury attributable to the negligence of DR, its employees or agents; or (ii) direct physical damage caused to the Distributor’s products and/or services and attributable to the negligence of DR its servants or agents.

(e) Events such as acts of god, strikes, government measures, breakdown of transmission equipment, blackouts, or any other disruption that is beyond DR's control, release DR from its contractual obligations and from any liability. DR will make every reasonable effort to remedy such disruptions as soon as possible.

7. General Indemnification

Distributor shall indemnify and hold harmless DR, its agents, affiliates, officers, directors, employees and shareholders, from any claim or demand whatsoever relating to or arising out of the Distributors involvement in the PFP.

8. Confidentiality.

The Distributor acknowledges that during the term of this agreement he/she may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by DR and/or used by DR in connection with the operation of its business including, without limitation, DR’s business and product processes, methods, customer lists, PFP material, policies, procedures, documents and accounts. The Distributor agrees that he/she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this agreement with DR. All files, records, documents, materials, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of DR, whether prepared by the Distributor or otherwise coming into his possession, shall remain the exclusive property of DR. The Distributor shall not retain any copies of the foregoing without DR’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by DR, the Distributor shall immediately deliver to DR all such files, records, documents, specifications, information, and other items in his possession or under his control and destroy or delete any copies thereof in his possession or under his control.

9. Conflicts of Interest and Indemnity.

The Distributor represents that he/she is free to enter into this Agreement, and that this agreement does not violate the terms of any agreement between the Distributor and any third party. Further, the Distributor, in carrying out this agreement shall not utilize inventions, discoveries, developments, innovations, literary or artistic works or any other matters subject to protection at law in which he/she does not have the right to utilize for this agreement. Distributor hereby agrees to indemnify and hold harmless DR for any and all claims related in any way to the provision of his services, including but not limited to claims by third parties for infringement of any right provided at law.

10. Independent Contractor.

This Agreement shall not render the Distributor an employee, partner, distributor or agent of DR for any purpose. The Distributor is and will remain an independent contractor in his relationship to DR. The Distributor shall not act, or attempt to act, or represent himself, directly or by implication, as an agent, employee or representative of DR or in any manner assume or create, or attempt to assume or create, any obligation on behalf of DR. DR shall not be responsible for withholding taxes, employment insurance premiums with respect to the Distributor’s compensation hereunder. The Distributor shall have no claim against DR hereunder or otherwise for overtime, vacation pay, statutory holiday pay, termination pay, severance pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, employment insurance benefits, or employee benefits of any kind.

11. Miscellaneous

(a) Choice of Law. The laws of the Province of Hong Kong shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and services of the parties hereto. The parties hereby irrevocably attorn to the jurisdiction of the courts in Hong Kong.

(b) Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

(c) Severability. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

(d) Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

(e) Assignment. The Distributor shall not assign or transfer any of his rights under this Agreement, or delegate the performance of any of his services hereunder, without the prior written consent of DR. DR may assign any of its rights under this Agreement without the consent of the Distributor.

(f) Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

(g) Entire Agreement. Subject to subsection 11(k) of this agreement, this agreement constitutes the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

(h) Privacy. DR reserves the right to share Distributors personal information with third parties required for necessary operations of the PFP. These third parties include, but are not limited to, banks, financial institutions and payment processors. All activities on the DR web site are monitored and recorded and can be used by DR for any reason related to the business of DR. The Distributor acknowledges and hereby states that entering into this agreement shall constitute his/her express consent to DR to collect, maintain, use and disclose his/her personal information.

(i) Disputes. Distributors acknowledge that any dispute between two Distributors is not the responsibility of DR and shall be handled as between the Distributors without the involvement or liability of DR.

(j) Amendment. DR reserves the right to amend this agreement at any time without notice. Any amendment to this agreement becomes binding and effective once such amendment is posted on the DR web site.

(k) Other Documents. This agreement includes all DR policies and procedures, including the PFP material, as outlined on the DR web site at www.diamondrewards.net, and the parties agree to be bound by such policies and procedures as if they were stated herein.

(l) Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, sent to the e-mail address provided or if deposited to Australia Post by regular mail. If such notice or demand is served personally or by e-mail, notice shall be deemed constructively made at the time of such service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit to Australia Post addressed to the party to whom such notice, demand or other communication is to be given as provided by the parties.

The Distributor agrees that all information on the registration form is true and that the Distributor has full authorization to open the account. If registering on behalf of another party, you have full authorization to register and agree to terms and conditions on behalf of the registrant. Your account information and IP address will be recorded for future reference.

The PFP is available only to, and may only be used by, individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, our program is not available to children (persons under the age of 18) or temporarily or indefinitely suspended DR members.

By clicking on the JOIN PFP icon, the Distributor acknowledges that it will be treated as if it were a true signature on a legal binding document, and means that the Distributor has read this agreement and agrees to all the terms and conditions set out therein. The Distributor’s IP address with a date and time stamp will be recorded at time of registration for future confirmation of activities preformed by the Distributor on the DR web site.

PLEASE READ THIS CAREFULLY!
Never give out access to your email account or your password to your DR business. This information should be protected and kept confidential at all times. DR will not be responsible for any damages or financial losses if your account gets Hacked, Taken Over or Hijacked. When setting a password make sure it as at least 8-12 characters and mixed with letters and numbers. DO NOT use dictionary based words for your password. Your password can only be recovered automatically and gets sent to the email address used for your business.