2023 Premier Contractor Program Agreement
This K-Rain Premier Contractor Program Agreement (the “Agreement”) sets forth the terms and conditions of the Rewards Program (the “Program”) offered by K-Rain Manufacturing Corporation (“K-Rain”) that apply to individuals and entities participating in the Program (“Participants”). By enrolling in, earning or redeeming Rebates (as defined below) under the Program, a Participant agrees to the terms and conditions of this Agreement as amended by K-Rain from time to time.
Program Overview—Under the Program, Participants earn K-Rain Rebates (“Rebates”) when they purchase certain K-Rain products from authorized K-Rain distributors (“Distributors”). (The term “Distributor” does not include mass retailers, home improvement centers, do-it-yourself stores, or other like entities, and therefore does not include companies such as Home Depot® and Lowe’s.®) Upon request, Participants can redeem their Rebates for rewards that may include, but are not limited to: (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors (3) Debit cards and (4) online training courses at www.irritechtraining.com.
Distributor credit will be awarded in the form of a credit memo and may be redeemed for any new purchases of irrigation products and/or may be applied to outstanding balances on accounts from qualifying K-Rain Distributors. The Program and Rebates are void where restricted or prohibited by law.
Program Levels and Rewards—There are four Participant levels in the Program: Bronze, Silver, Gold, and Diamond. Rebates are earned at different rates based on the annual spending purchase level:
Rebate Example
If a member has $35,000 in purchases, the rebate is calculated in this manner:
Membership Qualifications—All professional landscape and irrigation contractors in the United States (and in such additional countries as K-Rain may designate from time to time) are eligible to participate in the Program at the Premier Contractor level. There are no purchase minimums to meet for Participant qualification at the Premier Contractor level.
Premier Contractor privileges, including without limitation use of the Premier Contractor logo, are only available to Premier Contractors. All Participants agree that the Premier Contractor logo and all other K-Rain trademarks, symbols and trade names are the exclusive property of K-Rain, may not be altered in any way or assigned, and may only be used as authorized by K-Rain, which authorization may be terminated by K-Rain at any time.
Registration—Contractors may enroll at the Premier Contractor level by visiting www.premier.krain.com and/or apply by calling the K-Rain Rewards Program Office toll-free at 1-800-735-7246, or by either contacting a Distributor or K-Rain sales representative. A Participant and its affiliates and subsidiaries may be considered as a single Participant record. When a contractor becomes a Participant, K-Rain will create for the Participant a Participant account. K-Rain assumes no responsibility for enrollment forms or other documents that are delayed, lost or stolen in the mail. Contractor email address is required for tracking and reporting purchase activity. Unsubscribing/opting out of K-Rain emails will result in cancellation of member participation in the program without notice.
Earning K-Rain Rebates—Participants earn Rebates by purchasing qualifying K-Rain turf irrigation products (“Turf Products”) from Distributors in the United States (or in such other countries as K-Rain may designate from time to time). Information on qualifying Turf Products can be obtained at any time by contacting K-Rain. To determine if a supplier is an authorized K-Rain Distributor, call 1-800-735-7246. Rebates will not be awarded for products purchased from suppliers, including subdistributors, who are not authorized K-Rain distributors. A Participant will begin earning Rebates with respect to purchases of Turf Products from Distributors made on and after the first day of the calendar quarter in which the Participant enrolls in the Program. Specifically, a Participant who enrolls in January, February or March will begin earning Rebates for qualifying purchases made on or after January 1; a Participant who enrolls in April, May or June will begin earning Rebates for qualifying purchases made on or after April 1; a Participant who enrolls in July, August or September will begin earning Rebates for qualifying purchases made on or after July 1; and a Participant who enrolls in October, November or December will begin earning Rebates for qualifying purchases made on or after October 1.
Annual Tier and Rebate Percentage Assessment -- Every year, each member's rebate tier and associated rebate percentage are assessed. If the year is the 2nd year of membership, the member's tier and the associated percentage are based on their tier status on December 31st of the prior year. For members in their 3rd year or longer of membership, their new tier status and associated rebate percentage are based on the prior year's purchases. A member's tier status and rebate percentage may be the same or lower than the prior year based on those prior year purchases.
Submitting Invoices— As a Participant, it is your responsibility to ensure that your purchases are reported to K-Rain. When a qualifying purchase is made, the Participant must complete a K-Rain Premier Contractor Invoice Submission Form (“Invoice Submission Form”), which is available online at https://premier.krain.com/catalog/program-overview/faqs Attach original or photocopied paid invoices showing the purchase of Turf Products, and mail, email or fax them to one of the following:
Email: premiercontract@krain.com
Fax: 561-842-9493
Mail: Premier Contractor Program, 1640 Australian Ave., Riviera Beach, FL 33404
The Invoice Submission Form must contain the Participant’s email address that was used to sign up to the program. In addition, invoices must contain the Participant’s name and location, the Distributor’s name and location, date of purchase, invoice date, and the model number, quantity, unit price, and extended price of each item purchased.
Submissions of paid invoices to K-Rain must be postmarked within the following ranges:
In addition, certain Distributors submit to K-Rain on a quarterly basis reports of Participant purchases, which reports may eliminate a Participant’s need to submit Invoice Submission Forms. It is the Participant’s sole responsibility to (1) determine whether a Distributor submits such reports and whether the reports contain all of the information required to be included in an Invoice Submission Form, (2) notify such a Distributor of Participant’s membership in the Program and the Participant’s Member ID, and (3) monitor the accuracy and timing of the Distributor’s reporting with respect to the Participant. By participating in the Program, each Participant authorizes Distributors to submit records of the Participant’s K-Rain product purchases on behalf of the Participant to K-Rain. Distributor reports of Participant purchases are subject to the same timing requirements discussed in the previous paragraph with respect to Invoice Submission Forms.
The total amount of invoices submitted at any one time or purchases included in a Distributor report will be rounded to the nearest one-dollar ($1.00) increment. In the event that the Program is offered through K-Rain or its affiliates in countries in addition to the United States, Participants that conduct transactions in a non-U.S. currency must provide information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the invoice. A Distributor report that is in a non-U.S. currency must also include information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the report. K-Rain may, in its discretion, use another third-party exchange rate to convert any such transaction to U.S. dollars.
Rebates may be revoked in the event sales are reversed or final payment is not received. There may be up to a six-week delay before Rebates are posted to a Participant’s account. K-Rain reserves the right to correct errors made to a Participant’s account at any time.
Upon K-Rain’s request, Participant must provide K-Rain with proof of invoice authenticity and payment. K-Rain reserves the right to audit and verify invoices and/or Distributor reports for authenticity and accuracy.
All invoices and other documents that a Participant submits to K-Rain will become the property of K-Rain and will not be returned. K-Rain assumes no responsibility for Invoice Submission Forms, invoices, reports or other documents that are delayed, lost or stolen in the mail.
K-Rain Rebates—Rebates are credited to your account on a quarterly basis. Unredeemed Rebates will expire on the last day of the quarter earned three years after they were uploaded to the website. Rebates may be redeemed for (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors and (3) Debit cards.
Using Rebates—To redeem Rebates, Participants must submit a completed K-Rain Rewards Redemption Form (“Reward Redemption Form”), which is available online at www.premier.krain.com. Minimum redemption value is $25.00. Participants may submit the Rewards Redemption Form to the K-Rain Rewards Program Office by mail, fax or e-mail. The amount of the request may not exceed the amount of Rebates shown in the Participant’s account at the time the Reward Redemption Form is received by K-Rain. K-Rain assumes no responsibility for Reward Redemption Forms or other documents that are delayed, lost or stolen in the mail. All Participants that receive rewards grant K-Rain permission to use the Participant’s name and likeness in marketing communications related to K-Rain except where restricted or prohibited by law.
Debit card redemptions require a higher redemption value than the actual value of the card received to cover shipping and handling charges as follows:
Status of Participants—K-Rain and Participants are independent contractors. Nothing in this Agreement will be construed to make a Participant the agent, employee, franchisee, partner or legal representative of K-Rain. Participants shall not make any representations on K-Rain’s behalf to others regarding the Program. K-Rain assumes no responsibility or liability for the work or statements of any Participant. Participants shall not engage in any deceptive, misleading, illegal or unethical practice involving their use of Rebates. In addition, Participants shall not make representations, warranties or guarantees to customers with respect to the specifications, features or capabilities of the Program or of K- Rain products that are inconsistent with literature distributed by K-Rain.
Fees and Taxes—Any and all fees and tax obligations arising from Participant’s receipt or use of Rebates (excluding taxes based upon the net income of K-Rain) are the sole responsibility of the Participant. To the extent required by law, Participants will receive an IRS Form 1099 for the value of Rebates redeemed for certain rewards. For example, Non- Promotional, Non-Business rewards may by taxable, requiring issuance of Form 1099. It is recommended that the Participant consult its tax advisor for complete information regarding fees and taxes related to the Program. Participants may be required to reimburse K-Rain for the amount of any tax, tariff, duty or assessment that K-Rain is obligated to pay or collect in connection with the Participant’s participation in the Program.
Consent to Contact Participant—By participating in the Program, each Participant agrees and grants specific permission and consent that (1) K-Rain may send all notices, approvals, consents, and other Program communications to the Participant at the mailing address, e-mail address, or fax number reflected in the Participant’s record, (2) this consent shall be deemed to apply to and be given by Participant’s subsidiaries and affiliates at any of the addresses or numbers set forth in the Participant’s record, and (3) the execution of this Agreement creates an “Existing Business Relationship” as that term is used in Federal and State legislation between Participant and K-Rain related to unsolicited telephone and other communications. Participants must send all Program communications to K-Rain at K-Rain Manufacturing Corporation, K-Rain Rewards Program Office, 1640 Australian Avenue, Riviera Beach, FL 33404 or at such other address(es) as K-Rain may designate from time to time.
Amendments—K-Rain may amend (add to, delete or change) the terms of the Program and/or this Agreement at any time without notice. This means, for example, that we may change the number of Rebates earned for spending, the number of Rebates required to redeem rewards, or the rewards available. The current form of the Agreement will be posted on K-Rain’s website. Unless otherwise indicated, amendments will apply to any Rebates accrued and/or awarded in the future under the Program.
Participant Termination—Participants may terminate their participation in the Program at any time. K-Rain may terminate or suspend any Participant’s participation in the Program: (1) without cause by giving the Participant at least 45-days prior notice; (2) without prior notice if the Participant fails to earn Rebates for a period of 12 consecutive months; or (3) without notice at any time for cause. “Cause” shall be deemed to exist if: the Participant fails to comply with the terms of this Agreement or any other agreement with K-Rain or a Distributor; or Participant submits altered or fraudulent invoices in connection with the Program; or Participant acts in a manner that is inconsistent with the intended operation of the Program; or Participant acts in a manner that K-Rain reasonably believes may have an adverse effect on its reputation in the community. Accrued but unused Rebates will be forfeited upon termination.
Program Termination—K-Rain may terminate the Program at any time by providing notice to Participants at least 45 days in advance of the termination date. Such notice may include posting the notice of Program termination on K-Rain’s website. Participants will have until the termination date to use all accrued but unused Rebates.
Florida Law—This Agreement will be governed and construed in accordance with Florida law, without reference to its conflict of law provisions.
Assignment—Participants may not assign, delegate or otherwise transfer (by operation of law, merger or otherwise) any right or obligation under this Agreement to others without K-Rain’s prior written consent, which it may withhold without cause.
Entire Agreement—This Agreement constitutes the entire agreement between K-Rain and Participants with respect to its subject matter and supersedes all prior discussions and agreements between them. In the event of any conflict between this Agreement and the program brochures, advertising materials, enrollment form, invoice submission or order forms, marketing materials or other Program documentation, this Agreement shall control. K-Rain is not liable for errors or omissions made by its employees or agents in the printing of the Agreement or Member Guide or other related materials, or for errors or omissions made by its employees or agents in interpreting or executing the terms and conditions of the Program. K-Rain is not affiliated with any of the suppliers of the Program’s rewards (“Suppliers”) and does not endorse or guarantee any of the products or services offered by the Suppliers.
Arbitration—Any controversy or claim arising out of or related to this Agreement or the Program shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The parties understand and agree that they are waiving their right to a trial before a judge or jury. Arbitration between the parties shall be held in Palm Beach County, Florida.
No Third-Party Beneficiaries—This Agreement is for the benefit of K-Rain and Participants. No other person or entity has any rights under this Agreement.
Program Overview—Under the Program, Participants earn K-Rain Rebates (“Rebates”) when they purchase certain K-Rain products from authorized K-Rain distributors (“Distributors”). (The term “Distributor” does not include mass retailers, home improvement centers, do-it-yourself stores, or other like entities, and therefore does not include companies such as Home Depot® and Lowe’s.®) Upon request, Participants can redeem their Rebates for rewards that may include, but are not limited to: (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors (3) Debit cards and (4) online training courses at www.irritechtraining.com.
Distributor credit will be awarded in the form of a credit memo and may be redeemed for any new purchases of irrigation products and/or may be applied to outstanding balances on accounts from qualifying K-Rain Distributors. The Program and Rebates are void where restricted or prohibited by law.
Program Levels and Rewards—There are four Participant levels in the Program: Bronze, Silver, Gold, and Diamond. Rebates are earned at different rates based on the annual spending purchase level:
Rebate Example
If a member has $35,000 in purchases, the rebate is calculated in this manner:
- The first $14,999 X 4% ($600.00)
- The next $15,000 X 4.5% ($675.00)
- The remaining $5,001 X 5% ($250.00)
- Total rebate in this example would be $1,525.00
Membership Qualifications—All professional landscape and irrigation contractors in the United States (and in such additional countries as K-Rain may designate from time to time) are eligible to participate in the Program at the Premier Contractor level. There are no purchase minimums to meet for Participant qualification at the Premier Contractor level.
Premier Contractor privileges, including without limitation use of the Premier Contractor logo, are only available to Premier Contractors. All Participants agree that the Premier Contractor logo and all other K-Rain trademarks, symbols and trade names are the exclusive property of K-Rain, may not be altered in any way or assigned, and may only be used as authorized by K-Rain, which authorization may be terminated by K-Rain at any time.
Registration—Contractors may enroll at the Premier Contractor level by visiting www.premier.krain.com and/or apply by calling the K-Rain Rewards Program Office toll-free at 1-800-735-7246, or by either contacting a Distributor or K-Rain sales representative. A Participant and its affiliates and subsidiaries may be considered as a single Participant record. When a contractor becomes a Participant, K-Rain will create for the Participant a Participant account. K-Rain assumes no responsibility for enrollment forms or other documents that are delayed, lost or stolen in the mail. Contractor email address is required for tracking and reporting purchase activity. Unsubscribing/opting out of K-Rain emails will result in cancellation of member participation in the program without notice.
Earning K-Rain Rebates—Participants earn Rebates by purchasing qualifying K-Rain turf irrigation products (“Turf Products”) from Distributors in the United States (or in such other countries as K-Rain may designate from time to time). Information on qualifying Turf Products can be obtained at any time by contacting K-Rain. To determine if a supplier is an authorized K-Rain Distributor, call 1-800-735-7246. Rebates will not be awarded for products purchased from suppliers, including subdistributors, who are not authorized K-Rain distributors. A Participant will begin earning Rebates with respect to purchases of Turf Products from Distributors made on and after the first day of the calendar quarter in which the Participant enrolls in the Program. Specifically, a Participant who enrolls in January, February or March will begin earning Rebates for qualifying purchases made on or after January 1; a Participant who enrolls in April, May or June will begin earning Rebates for qualifying purchases made on or after April 1; a Participant who enrolls in July, August or September will begin earning Rebates for qualifying purchases made on or after July 1; and a Participant who enrolls in October, November or December will begin earning Rebates for qualifying purchases made on or after October 1.
Annual Tier and Rebate Percentage Assessment -- Every year, each member's rebate tier and associated rebate percentage are assessed. If the year is the 2nd year of membership, the member's tier and the associated percentage are based on their tier status on December 31st of the prior year. For members in their 3rd year or longer of membership, their new tier status and associated rebate percentage are based on the prior year's purchases. A member's tier status and rebate percentage may be the same or lower than the prior year based on those prior year purchases.
Submitting Invoices— As a Participant, it is your responsibility to ensure that your purchases are reported to K-Rain. When a qualifying purchase is made, the Participant must complete a K-Rain Premier Contractor Invoice Submission Form (“Invoice Submission Form”), which is available online at https://premier.krain.com/catalog/program-overview/faqs Attach original or photocopied paid invoices showing the purchase of Turf Products, and mail, email or fax them to one of the following:
Email: premiercontract@krain.com
Fax: 561-842-9493
Mail: Premier Contractor Program, 1640 Australian Ave., Riviera Beach, FL 33404
The Invoice Submission Form must contain the Participant’s email address that was used to sign up to the program. In addition, invoices must contain the Participant’s name and location, the Distributor’s name and location, date of purchase, invoice date, and the model number, quantity, unit price, and extended price of each item purchased.
Submissions of paid invoices to K-Rain must be postmarked within the following ranges:
| Invoice Dates | Submission Deadline |
| January1st – March 31st | Postmarked by April 30th |
| April1st – June 30th | Postmarked by July 31st |
| July1st – September 30th | Postmarked by October 31st |
| October1st – December 31st | Postmarked by January 31st of next year |
In addition, certain Distributors submit to K-Rain on a quarterly basis reports of Participant purchases, which reports may eliminate a Participant’s need to submit Invoice Submission Forms. It is the Participant’s sole responsibility to (1) determine whether a Distributor submits such reports and whether the reports contain all of the information required to be included in an Invoice Submission Form, (2) notify such a Distributor of Participant’s membership in the Program and the Participant’s Member ID, and (3) monitor the accuracy and timing of the Distributor’s reporting with respect to the Participant. By participating in the Program, each Participant authorizes Distributors to submit records of the Participant’s K-Rain product purchases on behalf of the Participant to K-Rain. Distributor reports of Participant purchases are subject to the same timing requirements discussed in the previous paragraph with respect to Invoice Submission Forms.
The total amount of invoices submitted at any one time or purchases included in a Distributor report will be rounded to the nearest one-dollar ($1.00) increment. In the event that the Program is offered through K-Rain or its affiliates in countries in addition to the United States, Participants that conduct transactions in a non-U.S. currency must provide information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the invoice. A Distributor report that is in a non-U.S. currency must also include information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the report. K-Rain may, in its discretion, use another third-party exchange rate to convert any such transaction to U.S. dollars.
Rebates may be revoked in the event sales are reversed or final payment is not received. There may be up to a six-week delay before Rebates are posted to a Participant’s account. K-Rain reserves the right to correct errors made to a Participant’s account at any time.
Upon K-Rain’s request, Participant must provide K-Rain with proof of invoice authenticity and payment. K-Rain reserves the right to audit and verify invoices and/or Distributor reports for authenticity and accuracy.
All invoices and other documents that a Participant submits to K-Rain will become the property of K-Rain and will not be returned. K-Rain assumes no responsibility for Invoice Submission Forms, invoices, reports or other documents that are delayed, lost or stolen in the mail.
K-Rain Rebates—Rebates are credited to your account on a quarterly basis. Unredeemed Rebates will expire on the last day of the quarter earned three years after they were uploaded to the website. Rebates may be redeemed for (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors and (3) Debit cards.
Using Rebates—To redeem Rebates, Participants must submit a completed K-Rain Rewards Redemption Form (“Reward Redemption Form”), which is available online at www.premier.krain.com. Minimum redemption value is $25.00. Participants may submit the Rewards Redemption Form to the K-Rain Rewards Program Office by mail, fax or e-mail. The amount of the request may not exceed the amount of Rebates shown in the Participant’s account at the time the Reward Redemption Form is received by K-Rain. K-Rain assumes no responsibility for Reward Redemption Forms or other documents that are delayed, lost or stolen in the mail. All Participants that receive rewards grant K-Rain permission to use the Participant’s name and likeness in marketing communications related to K-Rain except where restricted or prohibited by law.
Debit card redemptions require a higher redemption value than the actual value of the card received to cover shipping and handling charges as follows:
Status of Participants—K-Rain and Participants are independent contractors. Nothing in this Agreement will be construed to make a Participant the agent, employee, franchisee, partner or legal representative of K-Rain. Participants shall not make any representations on K-Rain’s behalf to others regarding the Program. K-Rain assumes no responsibility or liability for the work or statements of any Participant. Participants shall not engage in any deceptive, misleading, illegal or unethical practice involving their use of Rebates. In addition, Participants shall not make representations, warranties or guarantees to customers with respect to the specifications, features or capabilities of the Program or of K- Rain products that are inconsistent with literature distributed by K-Rain.
Fees and Taxes—Any and all fees and tax obligations arising from Participant’s receipt or use of Rebates (excluding taxes based upon the net income of K-Rain) are the sole responsibility of the Participant. To the extent required by law, Participants will receive an IRS Form 1099 for the value of Rebates redeemed for certain rewards. For example, Non- Promotional, Non-Business rewards may by taxable, requiring issuance of Form 1099. It is recommended that the Participant consult its tax advisor for complete information regarding fees and taxes related to the Program. Participants may be required to reimburse K-Rain for the amount of any tax, tariff, duty or assessment that K-Rain is obligated to pay or collect in connection with the Participant’s participation in the Program.
Consent to Contact Participant—By participating in the Program, each Participant agrees and grants specific permission and consent that (1) K-Rain may send all notices, approvals, consents, and other Program communications to the Participant at the mailing address, e-mail address, or fax number reflected in the Participant’s record, (2) this consent shall be deemed to apply to and be given by Participant’s subsidiaries and affiliates at any of the addresses or numbers set forth in the Participant’s record, and (3) the execution of this Agreement creates an “Existing Business Relationship” as that term is used in Federal and State legislation between Participant and K-Rain related to unsolicited telephone and other communications. Participants must send all Program communications to K-Rain at K-Rain Manufacturing Corporation, K-Rain Rewards Program Office, 1640 Australian Avenue, Riviera Beach, FL 33404 or at such other address(es) as K-Rain may designate from time to time.
Amendments—K-Rain may amend (add to, delete or change) the terms of the Program and/or this Agreement at any time without notice. This means, for example, that we may change the number of Rebates earned for spending, the number of Rebates required to redeem rewards, or the rewards available. The current form of the Agreement will be posted on K-Rain’s website. Unless otherwise indicated, amendments will apply to any Rebates accrued and/or awarded in the future under the Program.
Participant Termination—Participants may terminate their participation in the Program at any time. K-Rain may terminate or suspend any Participant’s participation in the Program: (1) without cause by giving the Participant at least 45-days prior notice; (2) without prior notice if the Participant fails to earn Rebates for a period of 12 consecutive months; or (3) without notice at any time for cause. “Cause” shall be deemed to exist if: the Participant fails to comply with the terms of this Agreement or any other agreement with K-Rain or a Distributor; or Participant submits altered or fraudulent invoices in connection with the Program; or Participant acts in a manner that is inconsistent with the intended operation of the Program; or Participant acts in a manner that K-Rain reasonably believes may have an adverse effect on its reputation in the community. Accrued but unused Rebates will be forfeited upon termination.
Program Termination—K-Rain may terminate the Program at any time by providing notice to Participants at least 45 days in advance of the termination date. Such notice may include posting the notice of Program termination on K-Rain’s website. Participants will have until the termination date to use all accrued but unused Rebates.
Florida Law—This Agreement will be governed and construed in accordance with Florida law, without reference to its conflict of law provisions.
Assignment—Participants may not assign, delegate or otherwise transfer (by operation of law, merger or otherwise) any right or obligation under this Agreement to others without K-Rain’s prior written consent, which it may withhold without cause.
Entire Agreement—This Agreement constitutes the entire agreement between K-Rain and Participants with respect to its subject matter and supersedes all prior discussions and agreements between them. In the event of any conflict between this Agreement and the program brochures, advertising materials, enrollment form, invoice submission or order forms, marketing materials or other Program documentation, this Agreement shall control. K-Rain is not liable for errors or omissions made by its employees or agents in the printing of the Agreement or Member Guide or other related materials, or for errors or omissions made by its employees or agents in interpreting or executing the terms and conditions of the Program. K-Rain is not affiliated with any of the suppliers of the Program’s rewards (“Suppliers”) and does not endorse or guarantee any of the products or services offered by the Suppliers.
Arbitration—Any controversy or claim arising out of or related to this Agreement or the Program shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The parties understand and agree that they are waiving their right to a trial before a judge or jury. Arbitration between the parties shall be held in Palm Beach County, Florida.
No Third-Party Beneficiaries—This Agreement is for the benefit of K-Rain and Participants. No other person or entity has any rights under this Agreement.
2023 Premier Contractor Program Agreement
This K-Rain Premier Contractor Program Agreement (the “Agreement”) sets forth the terms and conditions of the Rewards Program (the “Program”) offered by K-Rain Manufacturing Corporation (“K-Rain”) that apply to individuals and entities participating in the Program (“Participants”). By enrolling in, earning or redeeming Rebates (as defined below) under the Program, a Participant agrees to the terms and conditions of this Agreement as amended by K-Rain from time to time.
Program Overview—Under the Program, Participants earn K-Rain Rebates (“Rebates”) when they purchase certain K-Rain products from authorized K-Rain distributors (“Distributors”). (The term “Distributor” does not include mass retailers, home improvement centers, do-it-yourself stores, or other like entities, and therefore does not include companies such as Home Depot® and Lowe’s.®) Upon request, Participants can redeem their Rebates for rewards that may include, but are not limited to: (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors (3) Debit cards and (4) online training courses at www.irritechtraining.com.
Distributor credit will be awarded in the form of a credit memo and may be redeemed for any new purchases of irrigation products and/or may be applied to outstanding balances on accounts from qualifying K-Rain Distributors. The Program and Rebates are void where restricted or prohibited by law.
Program Levels and Rewards—There are four Participant levels in the Program: Bronze, Silver, Gold, and Diamond. Rebates are earned at different rates based on the annual spending purchase level:
Rebate Example
If a member has $35,000 in purchases, the rebate is calculated in this manner:
Membership Qualifications—All professional landscape and irrigation contractors in the United States (and in such additional countries as K-Rain may designate from time to time) are eligible to participate in the Program at the Premier Contractor level. There are no purchase minimums to meet for Participant qualification at the Premier Contractor level.
Premier Contractor privileges, including without limitation use of the Premier Contractor logo, are only available to Premier Contractors. All Participants agree that the Premier Contractor logo and all other K-Rain trademarks, symbols and trade names are the exclusive property of K-Rain, may not be altered in any way or assigned, and may only be used as authorized by K-Rain, which authorization may be terminated by K-Rain at any time.
Registration—Contractors may enroll at the Premier Contractor level by visiting www.premier.krain.com and/or apply by calling the K-Rain Rewards Program Office toll-free at 1-800-735-7246, or by either contacting a Distributor or K-Rain sales representative. A Participant and its affiliates and subsidiaries may be considered as a single Participant record. When a contractor becomes a Participant, K-Rain will create for the Participant a Participant account. K-Rain assumes no responsibility for enrollment forms or other documents that are delayed, lost or stolen in the mail. Contractor email address is required for tracking and reporting purchase activity. Unsubscribing/opting out of K-Rain emails will result in cancellation of member participation in the program without notice.
Earning K-Rain Rebates—Participants earn Rebates by purchasing qualifying K-Rain turf irrigation products (“Turf Products”) from Distributors in the United States (or in such other countries as K-Rain may designate from time to time). Information on qualifying Turf Products can be obtained at any time by contacting K-Rain. To determine if a supplier is an authorized K-Rain Distributor, call 1-800-735-7246. Rebates will not be awarded for products purchased from suppliers, including subdistributors, who are not authorized K-Rain distributors. A Participant will begin earning Rebates with respect to purchases of Turf Products from Distributors made on and after the first day of the calendar quarter in which the Participant enrolls in the Program. Specifically, a Participant who enrolls in January, February or March will begin earning Rebates for qualifying purchases made on or after January 1; a Participant who enrolls in April, May or June will begin earning Rebates for qualifying purchases made on or after April 1; a Participant who enrolls in July, August or September will begin earning Rebates for qualifying purchases made on or after July 1; and a Participant who enrolls in October, November or December will begin earning Rebates for qualifying purchases made on or after October 1.
Annual Tier and Rebate Percentage Assessment -- Every year, each member's rebate tier and associated rebate percentage are assessed. If the year is the 2nd year of membership, the member's tier and the associated percentage are based on their tier status on December 31st of the prior year. For members in their 3rd year or longer of membership, their new tier status and associated rebate percentage are based on the prior year's purchases. A member's tier status and rebate percentage may be the same or lower than the prior year based on those prior year purchases.
Submitting Invoices— As a Participant, it is your responsibility to ensure that your purchases are reported to K-Rain. When a qualifying purchase is made, the Participant must complete a K-Rain Premier Contractor Invoice Submission Form (“Invoice Submission Form”), which is available online at https://premier.krain.com/catalog/program-overview/faqs Attach original or photocopied paid invoices showing the purchase of Turf Products, and mail, email or fax them to one of the following:
Email: premiercontract@krain.com
Fax: 561-842-9493
Mail: Premier Contractor Program, 1640 Australian Ave., Riviera Beach, FL 33404
The Invoice Submission Form must contain the Participant’s email address that was used to sign up to the program. In addition, invoices must contain the Participant’s name and location, the Distributor’s name and location, date of purchase, invoice date, and the model number, quantity, unit price, and extended price of each item purchased.
Submissions of paid invoices to K-Rain must be postmarked within the following ranges:
In addition, certain Distributors submit to K-Rain on a quarterly basis reports of Participant purchases, which reports may eliminate a Participant’s need to submit Invoice Submission Forms. It is the Participant’s sole responsibility to (1) determine whether a Distributor submits such reports and whether the reports contain all of the information required to be included in an Invoice Submission Form, (2) notify such a Distributor of Participant’s membership in the Program and the Participant’s Member ID, and (3) monitor the accuracy and timing of the Distributor’s reporting with respect to the Participant. By participating in the Program, each Participant authorizes Distributors to submit records of the Participant’s K-Rain product purchases on behalf of the Participant to K-Rain. Distributor reports of Participant purchases are subject to the same timing requirements discussed in the previous paragraph with respect to Invoice Submission Forms.
The total amount of invoices submitted at any one time or purchases included in a Distributor report will be rounded to the nearest one-dollar ($1.00) increment. In the event that the Program is offered through K-Rain or its affiliates in countries in addition to the United States, Participants that conduct transactions in a non-U.S. currency must provide information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the invoice. A Distributor report that is in a non-U.S. currency must also include information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the report. K-Rain may, in its discretion, use another third-party exchange rate to convert any such transaction to U.S. dollars.
Rebates may be revoked in the event sales are reversed or final payment is not received. There may be up to a six-week delay before Rebates are posted to a Participant’s account. K-Rain reserves the right to correct errors made to a Participant’s account at any time.
Upon K-Rain’s request, Participant must provide K-Rain with proof of invoice authenticity and payment. K-Rain reserves the right to audit and verify invoices and/or Distributor reports for authenticity and accuracy.
All invoices and other documents that a Participant submits to K-Rain will become the property of K-Rain and will not be returned. K-Rain assumes no responsibility for Invoice Submission Forms, invoices, reports or other documents that are delayed, lost or stolen in the mail.
K-Rain Rebates—Rebates are credited to your account on a quarterly basis. Unredeemed Rebates will expire on the last day of the quarter earned three years after they were uploaded to the website. Rebates may be redeemed for (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors and (3) Debit cards.
Using Rebates—To redeem Rebates, Participants must submit a completed K-Rain Rewards Redemption Form (“Reward Redemption Form”), which is available online at www.premier.krain.com. Minimum redemption value is $25.00. Participants may submit the Rewards Redemption Form to the K-Rain Rewards Program Office by mail, fax or e-mail. The amount of the request may not exceed the amount of Rebates shown in the Participant’s account at the time the Reward Redemption Form is received by K-Rain. K-Rain assumes no responsibility for Reward Redemption Forms or other documents that are delayed, lost or stolen in the mail. All Participants that receive rewards grant K-Rain permission to use the Participant’s name and likeness in marketing communications related to K-Rain except where restricted or prohibited by law.
Debit card redemptions require a higher redemption value than the actual value of the card received to cover shipping and handling charges as follows:
Status of Participants—K-Rain and Participants are independent contractors. Nothing in this Agreement will be construed to make a Participant the agent, employee, franchisee, partner or legal representative of K-Rain. Participants shall not make any representations on K-Rain’s behalf to others regarding the Program. K-Rain assumes no responsibility or liability for the work or statements of any Participant. Participants shall not engage in any deceptive, misleading, illegal or unethical practice involving their use of Rebates. In addition, Participants shall not make representations, warranties or guarantees to customers with respect to the specifications, features or capabilities of the Program or of K- Rain products that are inconsistent with literature distributed by K-Rain.
Fees and Taxes—Any and all fees and tax obligations arising from Participant’s receipt or use of Rebates (excluding taxes based upon the net income of K-Rain) are the sole responsibility of the Participant. To the extent required by law, Participants will receive an IRS Form 1099 for the value of Rebates redeemed for certain rewards. For example, Non- Promotional, Non-Business rewards may by taxable, requiring issuance of Form 1099. It is recommended that the Participant consult its tax advisor for complete information regarding fees and taxes related to the Program. Participants may be required to reimburse K-Rain for the amount of any tax, tariff, duty or assessment that K-Rain is obligated to pay or collect in connection with the Participant’s participation in the Program.
Consent to Contact Participant—By participating in the Program, each Participant agrees and grants specific permission and consent that (1) K-Rain may send all notices, approvals, consents, and other Program communications to the Participant at the mailing address, e-mail address, or fax number reflected in the Participant’s record, (2) this consent shall be deemed to apply to and be given by Participant’s subsidiaries and affiliates at any of the addresses or numbers set forth in the Participant’s record, and (3) the execution of this Agreement creates an “Existing Business Relationship” as that term is used in Federal and State legislation between Participant and K-Rain related to unsolicited telephone and other communications. Participants must send all Program communications to K-Rain at K-Rain Manufacturing Corporation, K-Rain Rewards Program Office, 1640 Australian Avenue, Riviera Beach, FL 33404 or at such other address(es) as K-Rain may designate from time to time.
Amendments—K-Rain may amend (add to, delete or change) the terms of the Program and/or this Agreement at any time without notice. This means, for example, that we may change the number of Rebates earned for spending, the number of Rebates required to redeem rewards, or the rewards available. The current form of the Agreement will be posted on K-Rain’s website. Unless otherwise indicated, amendments will apply to any Rebates accrued and/or awarded in the future under the Program.
Participant Termination—Participants may terminate their participation in the Program at any time. K-Rain may terminate or suspend any Participant’s participation in the Program: (1) without cause by giving the Participant at least 45-days prior notice; (2) without prior notice if the Participant fails to earn Rebates for a period of 12 consecutive months; or (3) without notice at any time for cause. “Cause” shall be deemed to exist if: the Participant fails to comply with the terms of this Agreement or any other agreement with K-Rain or a Distributor; or Participant submits altered or fraudulent invoices in connection with the Program; or Participant acts in a manner that is inconsistent with the intended operation of the Program; or Participant acts in a manner that K-Rain reasonably believes may have an adverse effect on its reputation in the community. Accrued but unused Rebates will be forfeited upon termination.
Program Termination—K-Rain may terminate the Program at any time by providing notice to Participants at least 45 days in advance of the termination date. Such notice may include posting the notice of Program termination on K-Rain’s website. Participants will have until the termination date to use all accrued but unused Rebates.
Florida Law—This Agreement will be governed and construed in accordance with Florida law, without reference to its conflict of law provisions.
Assignment—Participants may not assign, delegate or otherwise transfer (by operation of law, merger or otherwise) any right or obligation under this Agreement to others without K-Rain’s prior written consent, which it may withhold without cause.
Entire Agreement—This Agreement constitutes the entire agreement between K-Rain and Participants with respect to its subject matter and supersedes all prior discussions and agreements between them. In the event of any conflict between this Agreement and the program brochures, advertising materials, enrollment form, invoice submission or order forms, marketing materials or other Program documentation, this Agreement shall control. K-Rain is not liable for errors or omissions made by its employees or agents in the printing of the Agreement or Member Guide or other related materials, or for errors or omissions made by its employees or agents in interpreting or executing the terms and conditions of the Program. K-Rain is not affiliated with any of the suppliers of the Program’s rewards (“Suppliers”) and does not endorse or guarantee any of the products or services offered by the Suppliers.
Arbitration—Any controversy or claim arising out of or related to this Agreement or the Program shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The parties understand and agree that they are waiving their right to a trial before a judge or jury. Arbitration between the parties shall be held in Palm Beach County, Florida.
No Third-Party Beneficiaries—This Agreement is for the benefit of K-Rain and Participants. No other person or entity has any rights under this Agreement.
Program Overview—Under the Program, Participants earn K-Rain Rebates (“Rebates”) when they purchase certain K-Rain products from authorized K-Rain distributors (“Distributors”). (The term “Distributor” does not include mass retailers, home improvement centers, do-it-yourself stores, or other like entities, and therefore does not include companies such as Home Depot® and Lowe’s.®) Upon request, Participants can redeem their Rebates for rewards that may include, but are not limited to: (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors (3) Debit cards and (4) online training courses at www.irritechtraining.com.
Distributor credit will be awarded in the form of a credit memo and may be redeemed for any new purchases of irrigation products and/or may be applied to outstanding balances on accounts from qualifying K-Rain Distributors. The Program and Rebates are void where restricted or prohibited by law.
Program Levels and Rewards—There are four Participant levels in the Program: Bronze, Silver, Gold, and Diamond. Rebates are earned at different rates based on the annual spending purchase level:
Rebate Example
If a member has $35,000 in purchases, the rebate is calculated in this manner:
- The first $14,999 X 4% ($600.00)
- The next $15,000 X 4.5% ($675.00)
- The remaining $5,001 X 5% ($250.00)
- Total rebate in this example would be $1,525.00
Membership Qualifications—All professional landscape and irrigation contractors in the United States (and in such additional countries as K-Rain may designate from time to time) are eligible to participate in the Program at the Premier Contractor level. There are no purchase minimums to meet for Participant qualification at the Premier Contractor level.
Premier Contractor privileges, including without limitation use of the Premier Contractor logo, are only available to Premier Contractors. All Participants agree that the Premier Contractor logo and all other K-Rain trademarks, symbols and trade names are the exclusive property of K-Rain, may not be altered in any way or assigned, and may only be used as authorized by K-Rain, which authorization may be terminated by K-Rain at any time.
Registration—Contractors may enroll at the Premier Contractor level by visiting www.premier.krain.com and/or apply by calling the K-Rain Rewards Program Office toll-free at 1-800-735-7246, or by either contacting a Distributor or K-Rain sales representative. A Participant and its affiliates and subsidiaries may be considered as a single Participant record. When a contractor becomes a Participant, K-Rain will create for the Participant a Participant account. K-Rain assumes no responsibility for enrollment forms or other documents that are delayed, lost or stolen in the mail. Contractor email address is required for tracking and reporting purchase activity. Unsubscribing/opting out of K-Rain emails will result in cancellation of member participation in the program without notice.
Earning K-Rain Rebates—Participants earn Rebates by purchasing qualifying K-Rain turf irrigation products (“Turf Products”) from Distributors in the United States (or in such other countries as K-Rain may designate from time to time). Information on qualifying Turf Products can be obtained at any time by contacting K-Rain. To determine if a supplier is an authorized K-Rain Distributor, call 1-800-735-7246. Rebates will not be awarded for products purchased from suppliers, including subdistributors, who are not authorized K-Rain distributors. A Participant will begin earning Rebates with respect to purchases of Turf Products from Distributors made on and after the first day of the calendar quarter in which the Participant enrolls in the Program. Specifically, a Participant who enrolls in January, February or March will begin earning Rebates for qualifying purchases made on or after January 1; a Participant who enrolls in April, May or June will begin earning Rebates for qualifying purchases made on or after April 1; a Participant who enrolls in July, August or September will begin earning Rebates for qualifying purchases made on or after July 1; and a Participant who enrolls in October, November or December will begin earning Rebates for qualifying purchases made on or after October 1.
Annual Tier and Rebate Percentage Assessment -- Every year, each member's rebate tier and associated rebate percentage are assessed. If the year is the 2nd year of membership, the member's tier and the associated percentage are based on their tier status on December 31st of the prior year. For members in their 3rd year or longer of membership, their new tier status and associated rebate percentage are based on the prior year's purchases. A member's tier status and rebate percentage may be the same or lower than the prior year based on those prior year purchases.
Submitting Invoices— As a Participant, it is your responsibility to ensure that your purchases are reported to K-Rain. When a qualifying purchase is made, the Participant must complete a K-Rain Premier Contractor Invoice Submission Form (“Invoice Submission Form”), which is available online at https://premier.krain.com/catalog/program-overview/faqs Attach original or photocopied paid invoices showing the purchase of Turf Products, and mail, email or fax them to one of the following:
Email: premiercontract@krain.com
Fax: 561-842-9493
Mail: Premier Contractor Program, 1640 Australian Ave., Riviera Beach, FL 33404
The Invoice Submission Form must contain the Participant’s email address that was used to sign up to the program. In addition, invoices must contain the Participant’s name and location, the Distributor’s name and location, date of purchase, invoice date, and the model number, quantity, unit price, and extended price of each item purchased.
Submissions of paid invoices to K-Rain must be postmarked within the following ranges:
| Invoice Dates | Submission Deadline |
| January1st – March 31st | Postmarked by April 30th |
| April1st – June 30th | Postmarked by July 31st |
| July1st – September 30th | Postmarked by October 31st |
| October1st – December 31st | Postmarked by January 31st of next year |
In addition, certain Distributors submit to K-Rain on a quarterly basis reports of Participant purchases, which reports may eliminate a Participant’s need to submit Invoice Submission Forms. It is the Participant’s sole responsibility to (1) determine whether a Distributor submits such reports and whether the reports contain all of the information required to be included in an Invoice Submission Form, (2) notify such a Distributor of Participant’s membership in the Program and the Participant’s Member ID, and (3) monitor the accuracy and timing of the Distributor’s reporting with respect to the Participant. By participating in the Program, each Participant authorizes Distributors to submit records of the Participant’s K-Rain product purchases on behalf of the Participant to K-Rain. Distributor reports of Participant purchases are subject to the same timing requirements discussed in the previous paragraph with respect to Invoice Submission Forms.
The total amount of invoices submitted at any one time or purchases included in a Distributor report will be rounded to the nearest one-dollar ($1.00) increment. In the event that the Program is offered through K-Rain or its affiliates in countries in addition to the United States, Participants that conduct transactions in a non-U.S. currency must provide information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the invoice. A Distributor report that is in a non-U.S. currency must also include information with each invoice regarding its U.S. dollar equivalent, based on an exchange rate established by an independent third party, and the third party and the rate of exchange must be identified on or with the report. K-Rain may, in its discretion, use another third-party exchange rate to convert any such transaction to U.S. dollars.
Rebates may be revoked in the event sales are reversed or final payment is not received. There may be up to a six-week delay before Rebates are posted to a Participant’s account. K-Rain reserves the right to correct errors made to a Participant’s account at any time.
Upon K-Rain’s request, Participant must provide K-Rain with proof of invoice authenticity and payment. K-Rain reserves the right to audit and verify invoices and/or Distributor reports for authenticity and accuracy.
All invoices and other documents that a Participant submits to K-Rain will become the property of K-Rain and will not be returned. K-Rain assumes no responsibility for Invoice Submission Forms, invoices, reports or other documents that are delayed, lost or stolen in the mail.
K-Rain Rebates—Rebates are credited to your account on a quarterly basis. Unredeemed Rebates will expire on the last day of the quarter earned three years after they were uploaded to the website. Rebates may be redeemed for (1) Distributor credit against your outstanding account balance with a K-Rain authorized distributor (2) Distributor credit towards new purchases of irrigation products from authorized K-Rain distributors and (3) Debit cards.
Using Rebates—To redeem Rebates, Participants must submit a completed K-Rain Rewards Redemption Form (“Reward Redemption Form”), which is available online at www.premier.krain.com. Minimum redemption value is $25.00. Participants may submit the Rewards Redemption Form to the K-Rain Rewards Program Office by mail, fax or e-mail. The amount of the request may not exceed the amount of Rebates shown in the Participant’s account at the time the Reward Redemption Form is received by K-Rain. K-Rain assumes no responsibility for Reward Redemption Forms or other documents that are delayed, lost or stolen in the mail. All Participants that receive rewards grant K-Rain permission to use the Participant’s name and likeness in marketing communications related to K-Rain except where restricted or prohibited by law.
Debit card redemptions require a higher redemption value than the actual value of the card received to cover shipping and handling charges as follows:
Status of Participants—K-Rain and Participants are independent contractors. Nothing in this Agreement will be construed to make a Participant the agent, employee, franchisee, partner or legal representative of K-Rain. Participants shall not make any representations on K-Rain’s behalf to others regarding the Program. K-Rain assumes no responsibility or liability for the work or statements of any Participant. Participants shall not engage in any deceptive, misleading, illegal or unethical practice involving their use of Rebates. In addition, Participants shall not make representations, warranties or guarantees to customers with respect to the specifications, features or capabilities of the Program or of K- Rain products that are inconsistent with literature distributed by K-Rain.
Fees and Taxes—Any and all fees and tax obligations arising from Participant’s receipt or use of Rebates (excluding taxes based upon the net income of K-Rain) are the sole responsibility of the Participant. To the extent required by law, Participants will receive an IRS Form 1099 for the value of Rebates redeemed for certain rewards. For example, Non- Promotional, Non-Business rewards may by taxable, requiring issuance of Form 1099. It is recommended that the Participant consult its tax advisor for complete information regarding fees and taxes related to the Program. Participants may be required to reimburse K-Rain for the amount of any tax, tariff, duty or assessment that K-Rain is obligated to pay or collect in connection with the Participant’s participation in the Program.
Consent to Contact Participant—By participating in the Program, each Participant agrees and grants specific permission and consent that (1) K-Rain may send all notices, approvals, consents, and other Program communications to the Participant at the mailing address, e-mail address, or fax number reflected in the Participant’s record, (2) this consent shall be deemed to apply to and be given by Participant’s subsidiaries and affiliates at any of the addresses or numbers set forth in the Participant’s record, and (3) the execution of this Agreement creates an “Existing Business Relationship” as that term is used in Federal and State legislation between Participant and K-Rain related to unsolicited telephone and other communications. Participants must send all Program communications to K-Rain at K-Rain Manufacturing Corporation, K-Rain Rewards Program Office, 1640 Australian Avenue, Riviera Beach, FL 33404 or at such other address(es) as K-Rain may designate from time to time.
Amendments—K-Rain may amend (add to, delete or change) the terms of the Program and/or this Agreement at any time without notice. This means, for example, that we may change the number of Rebates earned for spending, the number of Rebates required to redeem rewards, or the rewards available. The current form of the Agreement will be posted on K-Rain’s website. Unless otherwise indicated, amendments will apply to any Rebates accrued and/or awarded in the future under the Program.
Participant Termination—Participants may terminate their participation in the Program at any time. K-Rain may terminate or suspend any Participant’s participation in the Program: (1) without cause by giving the Participant at least 45-days prior notice; (2) without prior notice if the Participant fails to earn Rebates for a period of 12 consecutive months; or (3) without notice at any time for cause. “Cause” shall be deemed to exist if: the Participant fails to comply with the terms of this Agreement or any other agreement with K-Rain or a Distributor; or Participant submits altered or fraudulent invoices in connection with the Program; or Participant acts in a manner that is inconsistent with the intended operation of the Program; or Participant acts in a manner that K-Rain reasonably believes may have an adverse effect on its reputation in the community. Accrued but unused Rebates will be forfeited upon termination.
Program Termination—K-Rain may terminate the Program at any time by providing notice to Participants at least 45 days in advance of the termination date. Such notice may include posting the notice of Program termination on K-Rain’s website. Participants will have until the termination date to use all accrued but unused Rebates.
Florida Law—This Agreement will be governed and construed in accordance with Florida law, without reference to its conflict of law provisions.
Assignment—Participants may not assign, delegate or otherwise transfer (by operation of law, merger or otherwise) any right or obligation under this Agreement to others without K-Rain’s prior written consent, which it may withhold without cause.
Entire Agreement—This Agreement constitutes the entire agreement between K-Rain and Participants with respect to its subject matter and supersedes all prior discussions and agreements between them. In the event of any conflict between this Agreement and the program brochures, advertising materials, enrollment form, invoice submission or order forms, marketing materials or other Program documentation, this Agreement shall control. K-Rain is not liable for errors or omissions made by its employees or agents in the printing of the Agreement or Member Guide or other related materials, or for errors or omissions made by its employees or agents in interpreting or executing the terms and conditions of the Program. K-Rain is not affiliated with any of the suppliers of the Program’s rewards (“Suppliers”) and does not endorse or guarantee any of the products or services offered by the Suppliers.
Arbitration—Any controversy or claim arising out of or related to this Agreement or the Program shall be settled by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction. The parties understand and agree that they are waiving their right to a trial before a judge or jury. Arbitration between the parties shall be held in Palm Beach County, Florida.
No Third-Party Beneficiaries—This Agreement is for the benefit of K-Rain and Participants. No other person or entity has any rights under this Agreement.