Promoter Agreement

I UNDERSTAND THAT I SHALL NOT BE TREATED AS AN EMPLOYEE OF The Umi Company AS («Umi») FOR TAX PURPOSES. Umi is not responsible for withholding, and shall not withhold or deduct from my bonuses and commissions, or taxes of any kind, unless such withholding becomes legally required. I agree to be bound by all sales tax collection agreements between Umi and all appropriate taxing jurisdictions, and all related rules and procedures. I shall make all reports and remit all withholdings or other deductions as may be required by any federal, state, county, provincial or municipal law, ordinance, rule or regulation.

I have carefully read and agree to comply with the Umi Policies and Procedures and Umi’s Compensation PlanTM. These documents, in their current form and as amended in the future at Umi’s discretion, are incorporated by reference and form a part of these Terms and Conditions. The Policies and Procedures, these Terms and Conditions, and Umi’s Compensation PlanTM, shall be collectively referred to as the «Agreement.» I understand that I must be in good standing, and not in violation of any of the terms of the Agreement, in order to be eligible to receive any bonuses or commissions from Umi. I understand that the Umi Policies and Procedures and/or the Umi Compensation PlanTM may be amended at the sole discretion of Umi, and all such amendments shall be incorporated into this Agreement by reference and shall apply to me. Notification of amendments shall be published in official Umi materials and/or on the Umi website and shall be effective upon publication. The continuation of my Umi business or my acceptance of any compensation from Umi shall constitute my acceptance of any and all amendments.

If I choose to cancel my Umi business (as outlined in Policy and Procedures), or if it is voluntarily cancelled or involuntarily terminated for any reason, I understand that I will permanently lose all rights as a Promoter. I further understand that I shall not be eligible to sell Umi products and services nor shall I be eligible to receive commissions, bonuses, or other income resulting from my activities and/or the activities of my former sales organization. In the event of cancellation, termination or nonrenewal, I agree to waive all rights I have, including but not limited to property rights, to my former sales organization and to any bonuses, commissions or other remuneration derived through my sales and/or the sales and other activities of my former sales organization. I may not assign any rights or delegate any duties under this Agreement without the prior written consent of Umi. Any attempt to transfer or assign this Agreement without the express written consent of Umi renders this Agreement voidable at the option of Umi and may result in termination of my Umi Agreement and Membership.

I understand that if I fail to comply with the terms of this Agreement, Umi may, at its discretion impose upon me disciplinary action as set forth in the Policies and Procedures. If I am in breach of the Agreement, 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. If I become indebted to Umi for any reason, I authorize Umi to withhold the appropriate amounts from my bonus or commission checks, to charge my credit cards, or debit my checking accounts, if any, which I have on file with Umi. I understand that the failure to promptly pay for products constitutes a breach of this Agreement.

If a Promoter’s termination is determined to be wrongful following final arbitration proceedings, the Promoter shall be reinstated as a Umi Promoter in his/her original position and shall be paid those commissions that were withheld during the period of termination. This shall be Promoters’ sole and exclusive remedy for wrongful termination. Promoters release Umi, its directors, officers, shareholders, employees, assigns, and agents (collectively referred as «affiliates»), against claims for consequential and/or exemplary damages.

The Agreement, in its current form and as amended by Umi at its sole discretion, constitutes the entire contract between Umi and myself. Any promises, representations, offers, or other communications not expressly set forth in this Agreement or any subsequent amendment by Umi are of no force or effect. To the extent of any conflict or inconsistency between this Agreement and the Policies and Procedures (in their current form or as subsequently modified), the most recent Policies and Procedures shall in all instances supersede and prevail over any term of these Terms and Conditions as to the matters addressed herein.

Any waiver by Umi of any breach of the Agreement must be in writing and signed by an authorized Umi officer. Waiver by Umi of any breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable, and the balance of the Agreement will remain in full force and effect.

I authorize Umi to use my name, picture, and/or likeness in advertising or promotional materials and waive all claims for remuneration for such use.

This Agreement is governed by and construed in accordance with the laws of the Country of Norway unless the laws of the state in which I reside expressly require the application of its laws to this transaction (in which case such state law shall govern). All disputes and claims relating to Umi and/or the Agreement shall be settled totally and finally by arbitration in Østfold, Norway, or such other location as Umi prescribes, in accordance with the Federal Arbitration Act and the Commercial Arbitration Rules of the Norway Arbitration Association, except that all parties shall be entitled to all discovery rights allowed under the Federal Rules of Civil Procedure. All issues related to arbitration shall be governed by the Federal Arbitration Act. If a Promoter files a claim or counterclaim against Umi, Promoter shall do so on an individual basis and not with any other Promoter or as part of a class action. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court of competent jurisdiction. The prevailing party shall be entitled to recover reasonable attorneys’ fees and costs from the losing party. This agreement to arbitrate shall survive any termination or expiration of the Agreement. Notwithstanding this arbitration provision, Umi may apply to any court having jurisdiction for a writ of attachment, a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief available to safeguard and protect Umi’s interest prior to, during or following the filing of any arbitration or other proceeding or pending the rendition of a decision or award in connection with any arbitration or other proceeding.

The parties consent to jurisdiction and venue before any federal or state court in Østfold, Country of Norway for purposes of enforcing an award by an arbitrator or any other matter not subject to arbitration. If the law of the state or country in which the applicant resides prohibits consensual jurisdiction and venue provisions for purposes of arbitration and litigation, that state’s law shall govern issues relating to jurisdiction and venue.

The term of this Agreement is one year from the date the Application is received by Umi (the «effective date» ) and, unless terminated, is automatically renewable. If I do not wish to renew, Umi must receive written notice at least 31 days before the anniversary of the effective date. If that day falls on a weekend, notice must be received by Umi no later than 17.00. CET on the Friday immediately preceding that day. Unless I notify Umi of nonrenewal, or my Agreement is terminated pursuant to the Umi Policies and Procedures, my Agreement will automatically be renewed each year for another one-year term. My renewal fee will be charged to the bank account or credit card of record up to 30 days prior to the anniversary date.

Subscription Terms & Conditions

By completing the Subscription sign up information on the front of this Agreement, I authorize The Umi Company, AS («Umi»), to ship the product listed on the front of this form according to the terms set forth herein. Umi is under no obligation to ship products if the authorized account(s) have been overdrawn or closed. This Agreement does not supersede or modify in any way the terms and conditions of my Independent Promoter Agreement or Umi’s Policies and Procedures. Umi reserves the right to modify or terminate the Subscription at its sole discretion.

CHANGES: To change Subscription order selections, method of payments, or the authorized amount, a new Agreement must be submitted to Umi. If more than one Agreement has been submitted, the most recent Agreement will supersede all previous Agreements. Upon notice, Umi reserves the right to change prices. When such price changes occur, Umi will publish them in Umi publications and, unless I direct Umi to do otherwise, Umi will continue to send me the products specified in my Subscription Agreement at the changed price. I understand that I will receive a 100% refund on any product where the price has been increased if I return such product to Umi within thirty (30) calendar days of the date of the product order, or the period specified by state law of the state where I reside for such refunds, whichever is longer.

TERM: This Agreement will remain in effect until I: (1) elect to alter or change any aspect of this Agreement by submitting a new Subscription Agreement; (2) submit my cancellation of this Agreement to Umi. Change or cancellation will be effective in the calendar month in which it is received by Umi, if received at least 5 business days prior to my Subscription ship date; otherwise, change or cancellation will become effective in the month following the month in which my notice of change/cancellation is received by Umi. If I cancel my Subscription, my Membership will not be cancelled; however, I understand I revert to the Preferred Customer pricing structure.

Payment Authorization

I authorize Umi to withdraw payment for my Subscription order(s) from my bank account or charge my credit card identified on the front of this Agreement. If I have elected to participate in the electronic checking program, I hereby authorize Umi to electronically withdraw payment from my checking account for orders I place directly and for Subscription orders as authorized in the Agreement. If I have selected the bank draft method of payment, Umi is authorized to withdraw payment equal to the amount of the products, applicable sales tax, and shipping and handling of products that I order. If I have selected the credit card form of payment I authorize Umi to charge all orders to this card, even if they exceed the amount of my pre-selected Subscription order. I understand that shipping, handling and applicable taxes will also be added to all orders, regardless of the form of payment. In order to prepare my Subscription order to ship on the indicated date, I understand that my credit card or checking account may be charged up to seven (7) days prior to the scheduled shipment date. I agree to pay a €25.00 service fee in the event a check or charge is returned for any reason. I have the right to have the amount of any erroneous withdrawal credited as soon as reasonably possible and upon proper notification to Umi. I shall hold Umi harmless for all special or consequential damages, whether direct or indirect, resulting from any wrongful debit to my account.

Notice of Right to Cancel

DATE OF TRANSACTION: From the day you signed up with The Umi Company

I may CANCEL this transaction, without any penalty or obligation, within THREE (3) BUSINESS DAYS from the above date.

If I cancel, any property traded in, any payments made by myself under the contract or sale, and any negotiable instrument executed by me will be returned within TEN (10) BUSINESS DAYS following receipt by the seller of my Cancellation Notice, and any security interest arising out of the transaction will be cancelled.

If I cancel, I must make available to the seller at my residence, in substantially as good condition as when received, any goods delivered to myself under this contract or sale, or I may, if I wish, comply with the instructions of the seller regarding the return shipment of the goods at the seller’s expense and risk. If I do make the goods available to the seller and the seller does not pick them up within twenty (20) days of the date of my Notice of Cancellation, I may retain or dispose of the goods without any further obligation.

If I fail to make the goods available to the seller, or if I agree to return the goods to the seller and fail to do so, then I remain liable for performance of all obligations under the contract. To cancel this transaction, I must mail or deliver a signed and dated copy of this Cancellation Notice or any other written notice to The Umi Company Skredderveien 10, 1537 Moss, or send an email to Umi Sales and Services Department at support@umi.company, NOT LATER THAN MIDNIGHT the 3rd business day following the transaction date)