321 Fizz, LLC

16-566 Keaau-Pahoa Rd., 188-173

Keaau, HI 96749

INDEPENDENT REPRESENTATIVE AGREEMENT

Effective January 1, 2023

I. AGREEMENT

A. As an Independent Representative for 321 Fizz, LLC, I hereby agree:

To promote and sell 321 Fizz products only to ultimate consumers and not to resellers. I understand that I may not sell or display 321 Fizz products in retail sales or service establishments. I further understand that I am authorized to sell 321 Fizz products only in the United States.

To maintain the highest standards of integrity, honesty and responsibility in dealings with the Company, consumers and other 321 Fizz Representatives. To present 321 Fizz products in a truthful and sincere manner and hold the Company harmless from damages resulting from misrepresentations by me.

To protect the 321 Fizz trademarks and trade name by obtaining the Company’s written permission prior to my use in any advertising (including but not limited to the Internet) or literature other than Company-published material. I understand that display or sale of 321 Fizz products in or to public, retail or service establishments of any kind (including Internet retail or auction sites) is prohibited under the terms of this Agreement. I agree that I will not (directly or indirectly through any intermediary or instrumentality) offer for sale, or facilitate the offering of 321 Fizz products for sale through such establishments or website (including, but not limited to eBay and Amazon). I understand that the obligations in this paragraph survive the termination of this Agreement

To assume sole liability for all self-employment (Social Security) taxes, tax filings and registrations legally required by my activities as an Independent Representative and to abide by all federal, state and local laws governing my 321 Fizz business, including anti-spam, privacy and other consumer protection laws.

To purchase the Starter Bundle and all 321 Fizz products only from the Company. All orders submitted to Company shall be accompanied by cash, credit card charge, cashier’s or certified check or money order made payable to the order of 321 Fizz, LLC for the full amount due. I understand that all orders are subject to acceptance by the Company and the terms of this Agreement.

That I am not a joint venturer with, or franchise, partner, agent or employer of 321 Fizz. I have no power or authority to incur any debt, obligation or liability on behalf of 321 Fizz. I understand that all Independent Representatives, regardless of Company rank, are subject to this provision.

That when presenting the 321 Fizz opportunity, to do so in a truthful and sincere manner and ensure that any prospective Representative referred by me is 18 years or older and received education and materials related to a 321 Fizz business upon submission of an Independent Representative Agreement.

To keep my contact information on file with the Company up-to-date, including my current address and phone number. I agree that 321 Fizz will not release this information to any third party.

To keep the personal information of other Independent Representatives, customers and potential customers that I obtain as a result of, or in connection with my 321 Fizz business, secure and not to disclose or share this information with others without express permission from the individual. I further agree to treat any and all personal information received by me directly or indirectly from the Company as highly confidential and not to disclose it to others without the express authorized written permission from the Company.

To abide by the terms, conditions and guidelines of all tools and services that the Company makes available and that I use to support my business.

To comply with any changes to the General Terms and Conditions of the Independent Representative Agreement that may be made by the Company. The Company may change suggested retail prices, discounts, commissions, shipping and handling charges, contest rules and active status requirements at any time, which become effective after the Company has provided 10 days’ written notice of the changes by posting on the Company website.

That I may not delete, add, modify, tamper with, or alter any labels, material, or packaging for 321 Fizz products or associated product literature.

That I am responsible for providing customers with high quality 321 Fizz products and for proper storing and handling of 321 Fizz products. I agree to follow any specific instruction provided on product labels, literature and fact sheets as well as any other instructions that may be provided through 321Fizz.com.

To provide truthful and accurate information to my customers and potential customers regarding 321 Fizz products and will provide advice, answer questions, and teach customers how to use the products using product information and educational tools approved and provided by the Company for use by Independent Representatives. I will provide contact information to my customers sufficient to allow them to contact me in the event the customer has questions about a product or a product purchase.

To NOT, directly or indirectly, for myself or any other person or business entity within the Limitation Area (defined below):

(i) Perform services (as an employee, consultant, officer, director, independent contractor, principal, agent or otherwise) that are offered by the Company or for any business or enterprise that is competitive to the Company, including, but not limited to, any fizzer reveal or locket/charm company; or

(ii) Solicit or accept business from, or contact in any way any of Company’s independent contractor consultants, customers or prospects (“prospect” defined as any entity or individual Consultant had business dealings with during the Non-Competition Term); or

(iii) Have an ownership interest of any kind or any interest in the revenue or profits of any person or business entity that competes with the business of the Company, except that the provisions of this clause

(iii) shall not be applicable to an investment by Consultant in securities of an entity whose shares are listed and publicly traded that does not exceed five percent (5%) of the total amount of such securities outstanding.

(b) Limitation Area shall mean the state in which Consultant performed services for the Company.

(c) Consultant acknowledges that the Non-Competition Term and Limitation Area imposed by this Agreement are fair and are reasonably required for the protection of the Company. In the event that any provision of this Agreement relating to the Non-Competition Term and/or the Limitation Area is violated, the Consultant Agreement will be immediately terminated.

NOTE that this Agreement ONLY applies to Consultants who are CURRENTLY with 321 Fizz. Should you or the Company terminate this Agreement, you are free to engage in any company of your choice, including fizzer reveal companies. HOWEVER, upon termination, you will NOT be able to rejoin 321 Fizz for a period of three months. For instance, if your Agreement is terminated on January 1st, you will be able to rejoin again after April 1st.

In addition, should the Independent Representative choose to terminate this Agreement by resignation, he or she has the option to return unfizzed products provided they are in their original sealed packaging. Provided all items are received in satisfactory conditions, Rep will receive a full refund of the original purchase price (not including tax or original shipping cost) less a $2.00 per item restocking fee. Within seven (7) days of receiving products, Rep will receive an email disclosing any discrepancies or damages to products, as well as a total amount of refund. Refund will be issued within 14 days of receiving products. Please note: If a Rep chooses to return unused products, the Rep has forfeited his or her option to rejoin 321 Fizz.

Consultants MAY represent other direct selling companies as long as they are not in direct competition with 321 Fizz (i.e. other companies who sell jewelry and/or fizzer reveals and/or other types of reveal products). If a Consultant chooses to represent other direct selling companies, Consultant is free to promote said companies and products on the same platforms, provided 321 Fizz products are clarified exclusive.

*Consider this...As an Independent Consultant with 321 Fizz, you are a private business owner. It is imperative that you make every attempt to control what happens on your own platforms, with your own customers, friends and family. It is poor business practice to allow viewers to privately message your customers with opportunities to engage in business other than your own. It is your responsibility to protect your viewers and customers by blocking viewers as needed.

B. 321 Fizz (“Company”) hereby agrees:

Not to impose any geographical territories on Representative concerning sales and referrals except as provided in Section A1.
That the Company reserves no right of control or direction of Representative’s activities, other than the right to question results.
That Customer names and addresses furnished by Representative to Company in connection with optional programs shall remain the sole property of Representative and will not be used by Company or disclosed by Company to other parties, except as may be required by law.

This Agreement is subject to acceptance by 321 Fizz at its corporate headquarters in Pahoa, Hawaii, through issuance of a Notice of Acceptance. Such acceptance is conditioned upon receipt of a Starter Bundle by an Independent Representative. This Agreement shall be governed by the laws of the State of Hawaii as to all matters. The parties further agree that if any dispute or controversy arises between them concerning any matter relating to this Agreement that any issues which either party may elect to submit for legal jurisdiction shall be submitted to the Jurisdiction of the courts of the State of Hawaii, with the expectation of any dispute or controversy arising out of or relating to the use or misuse of 321 Fizz intellectual property, which dispute may, at the sole discretion of the Company, be submitted to the exclusive of the Federal District Court of Hawaii County. The parties agree that the venue for any state court action shall be Hilo, Hawaii and that the venue for any federal court action shall be the U.S. District Court, District of Hawaii.

This Agreement is not subject to altercation, modification or change, except in writing, signed by an authorized executive of 321 Fizz and shall not be deemed to be changed, modified or altered by reason of any advice, suggestion, guides or sales aids furnished by the Company to the Representative. This Agreement shall be effective from the date of acceptance until December 31 of the same year and shall thereafter be automatically renewed each January 1, for additional terms of one year each, provided that the Agreement may be terminated by either party effective immediately for any breach of its provisions or by either party at any time during the initial term or any renewal term by not less than thirty (30) days written notice.

This is the sole and only Agreement between the parties relating to the subject matter hereof, and both parties acknowledge that the Independent Representative is not an employee of 321 Fizz and will not be treated as an employee with respect to this Agreement for federal, state or local purposes, or otherwise.

C. TIME LIMITATION. If a Consultant wishes to bring an action against the Company or any act or omission relating to or arising from the Agreement, such action must be brought forward within six (6) months from the date of the alleged conduct giving rise to the cause of action. Failure to bring such action within such time shall bar all claims against the Company for such act or omission. Consultant waives all claims that any other statutes of limitations apply.

II. ELECTRONIC DISCLOSURES

1. Electronic Disclosure Notice:

All documents, including but not limited to, the Electronic Disclosure Agreement, your Independent Representative Agreement and other documents may apply to you in your capacity as a 321 Fizz Independent Representative, as well as all notices, disclosures and records (collectively, “Disclosures”) relating to your Independent business with 321 Fizz, LLC may be sent to you electronically at the email address indicated by you in the registration section or by viewing the Disclosures on the Internet.

Alternatively, 321 Fizz, LLC may provide you with Disclosures through the mail.

2. Consent to Electronic Disclosures:

You agree to receive all Disclosures from 321 Fizz, LLC electronically which 321 Fizz LLC may send to you by email or by viewing the Disclosures on the Internet.

3. Withdrawal of Consent:

You may withdraw your consent to electronic Disclosures in the future at any time without charge, subject to the conditions set forth below.

Conditions: To withdraw your consent, notify the company in writing. In the event you withdraw your consent to receiving electronic Disclosures, you will still remain subject to all of the terms and conditions of your Independent Representative agreement. Among other provisions, your Independent Representative Agreement provides that any required written notice may be given by posting notices on the Company website.

4. Technical Requirements:

To access Disclosures electronically and print copies of these Disclosures for your records, you must have Internet access ,as well as access to a printer. You acknowledge that you have access to a computer that is capable of accessing the Internet and an internet browser that enables you to access 321 Fizz’s website. You also acknowledge that you have access to a printer or the ability to make hard copies of the Disclosures.

5. Contact Information:

You agree to promptly notify us of any changes in your email address or your home address via email to 321Fizz@gmail.com.

III. 321 FIZZ POLICIES & PROCEDURES

A. Termination:

Termination of an Independent Representative Agreement is at the discretion of 321 Fizz, the Company and is subject to termination for the following occurrences including but not limited to:

Threatening or misrepresenting the 321 Fizz brand or company, including but not limited to profanity, aggressive language, inappropriate language or behavior when live or interacting with customers, other representatives, company employees, etc.

Involvement with a competing company at any point during your active agreement. Competing companies include any company or activity that involves surprise jewelry reveals and/or fizzy/bath bomb reveals.

Failure to provide quality service to customers

Failure to provide purchased items to customers

Failure to discard defective items in regards to returns

Actions or behavior deemed inappropriate by 321 Fizz

Selling 321 Fizz products to anyone other than the ultimate customer

Overcharging for a 321 Fizz product

Purchasing 321 Fizz inventory for resale from anyone other than 321 Fizz, the Company

Any breach of contract, including details agreed to upon sign up and any changes made to the Agreement thereafter, that occurs during the time of a Representative's active Agreement

B. Inventory Order Pickup/Shipping (Time Frame: 3-5 business days)

Inventory order pickup/shipments are prepared for pickup or ship out within 3-5 business days.

Orders are shipped via priority USPS mail or may be picked up from the Company by appointment only.

If there is a delay in shipments for any reason, we will notify the Independent Representative via email as soon as possible.

Representatives are charged one flat shipping rate of $15.00 per 24-hour period regardless of the number of add-on orders placed.

A shipment confirmation email will be sent to the email used when signing up with 321 Fizz.

C. Customer Item Delivery/Shipping/Pickup (3-5 business days)

Orders placed to a Representative by a customer are to be delivered in a timely manner. Items should be available for pickup or shipped out within 3-5 business days of purchase.

ALL orders not picked up in person, must be shipped, at minimum, via USPS First Class mail and must provide the customer with tracking information.

If there is a delay in shipment/pick for any reason, it is the responsibility of the Representative to notify the customer of the situation as soon as possible.

If, at any time, 321 Fizz is required to replace an item or correct a situation with a customer due to actions of the 321 Fizz Representative (i.e., not delivering or shipping items, inappropriate behavior toward a customer, etc) 321 Fizz reserves the right to bill the Representative for expenses that occur and put a hold on any inventory orders placed by the Representative until the outstanding balance has been paid. 321 Fizz reserves the right to refund a customer on behalf of the Representative if the Company deems it necessary to preserve customer/company relationship.

D. Payments & Commissions

Independent Representatives (Reps) shall purchase 321 Fizz products via the 321Fizz.com website at a discount of 30% and sell products for no more than the posted retail price as listed below:
1. First Line Collection Rings, Earrings, Pendant Necklaces - $29.95
2. V-Leather Wrap Bracelets - $19.95
3. Simple Slider Bracelets - $14.95
4. Littles Collection - $16.95
5. Celebration Collection - $34.95*
6. Simplicity Collection - $19.95*
7. Elite Collection Rings, Earrings, Pendant Necklaces - $39.95*

*These collections are not yet available

Reps have the right to offer discounts or promo codes for 321 Fizz products at their own discretion.

Reps will not be paid a commission by 321 Fizz as their commission, or profit, is gained from their retail sales, above the discounted 30% purchase price of products.

Reps have the right to utilize any payment method they choose to impose on their customers BUT understand that the 321 FIzz warranty will only apply if the order is placed through the Rep’s assigned 321 Fizz order site. Should the Rep choose to use unauthorized payment methods, 321 Fizz is not liable for non-payment or disputed charges. This is the sole responsibility of the Independent Representative.

The 321 Fizz order site imposes a 2% transaction fee per order, in addition to the payment gateway fees. Payment gateways available for use on the site are:

*PayPal (you must have your own account already set up)

*Stripe (you must have your own account already set up)

*Square (you must have your own account already set up)

*Offline Payments (enable if you prefer to receive payments via CashApp, Venmo, Zelle, etc)

Referral Bonuses or Sales Bonuses will be paid on the third Friday of the following month via PayPal, CashApp or Venmo. Please ensure that you have one of these payment method accounts.

F. Warranty (re: Defects & Damages):

In the event that a piece has been properly cared for, yet has a defect (i.e., stone has fallen out, stone missing, broken piece) the Independent Representative is to notify 321 Fizz home office immediately:
1. Within 14 days of date received: *321 Fizz will replace the item FREE of charge.
2. Within 14-30 days of date received: *321 Fizz will replace your item at a charge of 50% of the original price.
3. *Items will not be eligible for return or replacement after 30 days.

(date received indicates the date the customer received the item as per tracking information)

Representative must provide the following information, along with clear images of the defective piece to 321Fizz@gmail.com:

To: 321Fizz@gmail.com

Subject: Rep ID # / Customer Order #

Email Body:

Customer Name

Date of Sale

Details of defect

Images of item (attachment)

Items must be purchased through the representative’s 321 Fizz website to be eligible for return.

After review, 321 Fizz will provide the Representative with a replacement fizzy to provide their customer. Damaged item must then be discarded.

G. Returns/Exchanges/Refunds

321 Fizz does NOT offer returns or refunds. Please be sure your customers are confident in their purchase!

Exchanges are granted for manufacturer defect, damage during shipping, wrong ring size (one time only) or missing stone(s) as per the warranty details.

Should any of these situations apply, Representative or Customer should immediately email 321Fizz@gmail.com:

To: 321Fizz@ gmail.com

Subject: Reason for return

Email Body:

Customer Name

Rep Name

Date of Sale

Details of situation

Images of item (attachment)

~Once you receive an approval email response, ship your items to:

321 Fizz, LLC

15-2660 Pahoa Village Rd.

Ste 203-417

Pahoa, HI 96778

**Customer or Rep is only responsible for shipping costs of exchanging for wrong size ring.

*NOTE: There is no guarantee that the replacement item will be identical to your original item due to the nature of our surprise jewelry reveals.

After review, 321 Fizz will provide the Representative with a replacement fizzy to provide their customer.

I UNDERSTAND THAT BY SIGNING BELOW, I AGREE TO THE TERMS OF THE 321 FIZZ INDEPENDENT CONSULTANT AGREEMENT, ELECTRONIC DISCLOSURES AND POLICIES AND PROCEDURES AS STATED ABOVE.

I UNDERSTAND THAT I MAY TERMINATE THIS AGREEMENT AT ANY TIME BY PROVIDING WRITTEN NOTICE OF TERMINATION TO THE ATTENTION OF THE DIRECTOR OF THE COMPANY.

321 Fizz, LLC

_________________________________ By: ____________________________

Date Katherine RS DeKemper, Owner

_________________________________ ________________________________

Date Independent Rep Signature

Consultant Information:

Full Name: __________________________________________________________________

Mailing Address: ______________________________________________________________

____________________________________________________________________________

Email Address: _______________________________________________________________

Phone Number: (__________) ___________________________________________________

Business Name: ______________________________________________________________

Website/Facebook Page: _______________________________________________________

Instructions:

Please print two copies of this Agreement. Both copies should be signed and sent to:

Katherine DeKemper

321 Fizz, LLC

15-2660 Pahoa Village Rd.

Ste 203-417

Pahoa, HI 96778

Once received, Owner will sign both hard copies. One will be kept for Company records and the other will be sent back to you for your records.

**Please note that this agreement must be RECEIVED within 15 days of your initial sign-up. If the signed hardcopy of this agreement is not received within 15 days, your site will be suspended until the hardcopy is received.

Ring - sz11

$9.00

⚠ Warning ⚠