Rain Bird® Agency Rewards Program Agreement (Effective 10/1/04)
Please review the program agreement and click on the link at the bottom
of this page to continue on to the Online Enrollment Form.
This Rain Bird® Agency Rewards Program
Agreement (the "Agreement") sets forth the terms
and conditions of the Rewards Program (the "Program")
offered by Rain Bird Corporation ("Rain Bird")
that apply to participating public agencies and non-profit
organizations ("Participants"). By enrolling in
the Program, a Participant agrees to the terms and conditions
of this Agreement as amended by Rain Bird from time to time.
Program Overview—Under the Program,
Participants earn Rain Bird Points™ ("Points")
when they purchase certain Rain Bird products from authorized
Rain Bird 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 Points for rewards
that may include but are not limited to: (1) Rain Bird Checks
("Checks", which Checks can be used to purchase
Rain Bird products sold by Distributors) or (2) items ordered
from the applicable Participant guide (a "Member Guide")
that may include but are not limited to irrigation
training, professional development funds and literature.
The Program, Points and Checks are void where restricted
or prohibited
by law.
Program Levels and Rewards—There are two Participant
levels in the program: Agency Rewards™ and Premier
Agency Rewards™. The rewards available for each Program
level are described in the member guide.
Membership Qualifications—All public
and non-profit agencies in the United States and Canada
(and in such additional countries as Rain Bird may designate
from
time to time) are eligible to participate in the Program
at the Agency Rewards level. Participants at the Agency Rewards
level must meet and continue to satisfy the eligibility requirements
as set forth in the Agency Rewards Member Guide. Rain Bird
reserves the right to determine who may participate in the
Program or be accepted as a Premier Agency.
Registration—Public agencies and non-profit agencies
may enroll at the Agency Rewards level and/or apply to participate
at the Premier Agency Rewards level by visiting www.rainbird.com/rewards
or contacting a Distributor or Rain Bird sales representative.
A Participant and its affiliates and subsidiaries may be
considered as a single Participant record. When an agency
becomes a Participant, Rain Bird will create for the Participant
a Participant account and will issue to the Participant a
Program Member Identification Number (a "Member ID").
The Participant’s Member ID must be used by the Participant
in all Program communications. Rain Bird assumes no responsibility
for enrollment forms or other documents that are delayed,
lost or stolen in the mail.
Earning Rain Bird Points—Participants earn Points
by purchasing qualifying Rain Bird turf irrigation products
("Turf Products") from Distributors in the United
States (or in such other countries as Rain Bird may designate
from time to time). The term "Turf Products" includes
all residential, commercial, landscape drip and accessories
products, but does not include golf, central control*, agricultural
or consumer products and parts, or any other products that
Rain Bird designates as non-qualifying. Information on qualifying
Turf Products can be obtained at any time by contacting Rain
Bird. To determine if a supplier is a Distributor, please
call 1-800-247-3782. Points will not be awarded for products
purchased from suppliers, including sub-distributors, who
are not authorized Rain Bird distributors. A Participant
will begin earning Points 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 Points for
qualifying purchases made on or after January 1; a Participant
who enrolls in April, May or June will begin earning Points
for qualifying purchases made on or after April 1; a Participant
who enrolls in July, August or September will begin earning
Points for qualifying purchases made on or after July 1;
and a Participant who enrolls in October, November or December
will begin earning Points for qualifying purchases made on
or after October 1.
Submitting Invoices— As a Participant, it is your
responsibility to ensure that your purchases are reported
to Rain Bird. When a qualifying purchase is made, the Participant
must complete a Rain Bird Invoice Submission Form (included
in the applicable Member Guide), attach original or photocopied
paid invoices showing the purchase of Turf Products, and
mail them to the address designated by Rain Bird. The Invoice
Submission Form must contain Participant’s Member ID.
In addition, invoices must contain the Participant’s
contractor 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 Rain Bird
must be postmarked within three weeks after the end of each
calendar quarter. Specifically, submissions of January, February
and March paid invoices must be postmarked by the end of
the third week in April; submissions of April, May and June
paid invoices must be postmarked by the end of the third
week in July; submissions of July, August and September paid
invoices must be postmarked by the end of the third week
in October; and submissions of October, November and December
paid invoices must be postmarked by the end of the third
week in January of the following year. Invoice submissions
postmarked beyond the due dates will not be accepted. In
addition, certain Distributors submit to Rain Bird on a quarterly
basis reports of Participant purchases, which reports may
eliminate a Participant’s need to submit Rain Bird
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 Rain Bird product
purchases on behalf of the Participant to Rain Bird. Distributor
reports of Participant purchases are subject to the same
timing requirements discussed in the previous paragraph with
respect to Invoice Submission Forms (for example, a Distributor
report with respect to Participant purchases made in January,
February and March must be postmarked by the end of the third
week in April). 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 Rain Bird
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.
Rain Bird may, in its discretion, use another third party
exchange rate to convert any such transaction to U.S. dollars.
If the price is not shown on invoices or other support materials,
credit will be given at a value equal to 60% off the current
published price of listed products for Premier Agency Rewards
members only. Points 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 Points are posted to a Participant’s
account. Rain Bird reserves the right to correct errors made
to a Participant’s account at any time and will inform
Participant of any changes by mail, phone, fax or e-mail.
Upon Rain Bird’s request, Participant must provide
Rain Bird with proof of invoice authenticity and payment.
Rain Bird 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 Rain Bird will become the property of Rain Bird and will
not be returned. Rain Bird assumes no responsibility for
Invoice Submission Forms, invoices, reports or other documents
that are delayed, lost or stolen in the mail.
Rain Bird Points
Base Rebate. A percentage will be applied to the Participant’s
qualifying Rain Bird purchases (a “base rebate”).
For Agency Rewards, three percent (3%) of each qualifying
Rain Bird purchase turns into Points. For Premier Agency
Rewards, four percent (4%) of each qualifying Rain Bird purchase
turns into Points.
Growth Rebate. In addition, a higher percentage will be
applied to qualifying Rain Bird
purchases over the Participant’s "base level" as
described below. For Agency Rewards, a growth rebate of five
percent (5%) of each qualifying Rain Bird purchase over the
base level earns Points. For Premier Agency Rewards, a growth
rebate of six percent (6%) of each qualifying Rain Bird purchase
over the base level earns Points. A Participant's base level
for each year is established as follows:
Definitions of “Year” and “First Year”.
For purposes of this growth rebate provision, the term “year” means
a calendar year, and a Participant’s “first year” is
the year during which the Participant enrolls in the Program.
First Year. When a Participant enrolls in the Program,
the Participant at its option may establish a “base level” for
the first year by providing Rain Bird with all Distributor
reports evidencing qualifying Rain Bird purchases made at
any time during the entire year preceding the first year,
the aggregate amount of which purchases shall be the Participant’s “base
level” for the first year. Participant represents
and warrants that it will submit all such Distributor reports,
and Rain Bird may audit submissions to confirm that all
such
Distributor reports have been submitted. If the Participant
elects not to establish a base level for the first year,
Participant shall be ineligible to earn a growth rebate
for the first year.
Second Year. The Participant’s base level for the
second year will be equal to the greater of the base level
established for the first year, if any (as discussed above),
or the aggregate amount of all qualifying Rain Bird purchases
from Distributors during Participant’s entire first
year. To establish the amount of purchases during the entire
first year, Participant agrees (1) to provide Rain Bird
with all Distributor reports evidencing qualifying Rain
Bird purchases
made at any time during the first year prior to the date
of enrollment and (2) to submit Invoice Submission Forms
or Distributor reports for all qualifying Rain Bird purchases
made at any time during the first year after the date of
enrollment. Participant represents and warrants that it
will submit all such Distributor reports and Invoice Submission
Forms, and Rain Bird may audit submissions to confirm that
all such Distributor reports and Invoice Submission forms
have been submitted. If the Participant did not elect to
establish a base level for the first year and does not
provide
Distributor reports and Invoice Submission Forms in the
manner described in this paragraph in order to establish
a purchase
history for the entire first year, Participant shall be
ineligible to earn a growth rebate for the second year.
Third Year. The Participant’s base level for the
third year will be equal to the greatest of the following
values:
(1) the base level established for the first year, (2)
the base level established for the second year, or (3)
the aggregate
amount of qualifying Rain Bird purchases from Distributors
during the second year.
Fourth Year and Thereafter. The Participant’s base
level for each year after the third year will be equal
to Participant's highest aggregate annual purchase amount
during
any one of the previous three years. To determine the number
of Points earned by a Participant on a qualifying Rain
Bird purchase, Rain Bird applies the appropriate percentage
to
the purchase. Purchase amounts are calculated net of all
taxes, discounts, returns and rebates and are converted
to U.S. dollars if applicable as discussed above. Each
$0.05
resulting from this calculation earns one (1) Point. For
example, as discussed above the base rebate percentage
for an Agency Rewards Participant is 3%. Applying this
percentage
to a $100 purchase results in $3.00. $3.00 divided by $0.05
equals 60, which is the number of Points earned by an Agency
Rewards Participant on a $100 purchase. Similarly, the
base rebate percentage for a Premier Agency Rewards Participant
is 4%, applying this percentage to a $100 purchase results
in $4.00, and dividing $4.00 by $.0.05 equals 80, which
is
the number of Points earned by a Premier Agency Rewards
Participant on a $100 purchase. Points are not redeemable
in cash, have
no cash value, and may not be assigned, transferred or
used for any other purpose without the prior written consent
of
Rain Bird. Rain Bird may place restrictions on the use
of Points from time to time by providing notice to Participants.
Points that are not used during the calendar year in which
they are earned are carried over to the next calendar year.
Except to the extent that such expiration is prohibited
by
law, Points expire at the end of the second calendar year
following the year in which they are earned. For example,
Points earned at any time during 2004 will expire and be
of no further use after December 31, 2006.
Using Points—Points can be redeemed for (1) Rain Bird
Checks at a value of $0.05 for each Point or (2) items shown
in the applicable Member Guide for the Point value shown.
To redeem Points, Participants must submit a completed Rain
Bird Rewards Points Redemption Form (“Points Redemption
Form”), which is included in the applicable Member
Guide and is available online at www.rainbird.com/rewards.
Participants may submit the Redemption Form to the Rain Bird
Agency Rewards Program Office by mail, fax or e-mail. The
amount of the request may not exceed the amount of Points
shown in the Participant’s account at the time the
Points Redemption Form is received by Rain Bird. Rain Bird
assumes no responsibility for Points Redemption Forms or
other documents that are delayed, lost or stolen in the mail.
All Participants that receive rewards grant Rain Bird permission
to use the Participant’s name and likeness in marketing
communications related to Rain Bird except where restricted
or prohibited by law.
Rain Bird Checks. Like Points, Checks are not redeemable
in cash, have no cash value, and may not be assigned, transferred
or used for any other purpose without the prior written consent
of Rain Bird. Rain Bird may place restrictions on the use
of Checks from time to time by providing notice to Participants.
Unless otherwise agreed by Rain Bird, Checks may not be used
in conjunction with other Rain Bird rebates, coupons or special
offers. Checks will be issued in the name of the Participant
and may be sent to the Participant at the address set forth
in the Participant’s record. Participants are responsible
for advising Rain Bird of any change in their agency name,
authorized representatives or address. Checks are issued
quarterly. The mailing dates for checks are usually about
April 1, July 1, October 1, and December 30. Checks are valid
for forty-five (45) days following the date of their issuance.
Except to the extent that such expiration is prohibited by
law, after 45 days, the Checks are of no further value and
cannot be applied against the cost of purchases. Rain Bird
assumes no responsibility for Checks or other documents that
are delayed, lost or stolen in the mail and assumes no responsibility
for ensuring that Checks are used only by an authorized representative
of the Participant.
Point expiration—Points will expire three years from
the beginning of calendar year in which the points were earned.
For example, if points were earned July, 2004 points will
expire December 31, 2006.
Status of Participants—Rain Bird 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 Rain Bird. Participants
shall not make any representations on Rain Bird’s behalf
to others regarding the Program. Rain Bird 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 Points
or Checks. In addition, Participants shall not make representations,
warranties or guarantees to customers with respect to the
specifications, features or capabilities of Rain Bird products
that are inconsistent with product literature distributed
by Rain Bird.
Fees and Taxes—Any and all fees and tax obligations
arising from Participant’s receipt or use of Points
(excluding taxes based upon the net income of Rain Bird)
are the sole responsibility of the Participant. To the extent
required by law, Participants will receive an IRS Form 1099
for the value of Points 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 Rain Bird for the amount of
any tax, tariff, duty or assessment that Rain Bird is obligated
to pay or collect in connection with the Participant’s
participation in the Program.
Notices—By participating in the Program, each Participant
agrees that Rain Bird may send all notices, approvals, consents,
and other Program communications to the Participant at the
mailing address, e-mail address, or fax number reflected
for them in the Participant’s record. Participants
must send all Program communications to Rain Bird at Rain
Bird Corporation, 6991 E. Southpoint Road, Bldg. #1, Tucson,
AZ 85706, USA, Attn: Rain Bird Agency Rewards Program Office,
or at such other address(es) as Rain Bird may designate from
time to time.
Amendments—Rain Bird may amend (add to, delete or
change) the terms of the Program and/or this Agreement or
the Member Guides at any time without notice. This means,
for example, that we may change the number of Points earned
for spending, the number of Points required to redeem rewards,
or the rewards available. The current form of the Agreement
or Member Guides will be posted on Rain Bird's website. Unless
otherwise indicated, amendments will apply to any Points
accrued and/or awarded in the future under the Program.
Participant Termination—Participants may terminate
their participation in the Program at any time. Rain Bird
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 Points 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 Rain
Bird 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 Rain
Bird reasonably believes may have an adverse effect on its
reputation in the community. Accrued but unused Points will
be forfeited upon termination.
Program Termination—Rain Bird 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 Rain
Bird’s website. Participants will have until the termination
date to use all accrued but unused Points.
California Law—This Agreement will be governed and
construed in accordance with California 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
Rain Bird’s prior written consent, which it may withhold
without cause.
Entire Agreement—This Agreement (including the Premier
Agency Rewards eligibility requirements as set forth in the
Premier Agency Rewards Member Guide as from time to time
in effect incorporated herein as discussed above) constitutes
the entire agreement between Rain Bird 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 Member Guides, enrollment, invoice
submission or order forms, marketing materials or other Program
documentation, this Agreement shall control. Rain Bird is
not liable for errors or omissions made by its employees
or agents in the printing of the Agreement or Member Guides
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. Rain Bird 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 Los Angeles County, California.
No Third Party Beneficiaries—This Agreement is for
the benefit of Rain Bird and Participants. No other person
or entity has any rights under this Agreement.
Consent to Contact Participant—It is understood that
enrollment in this Program creates an ”Existing Business
Relationship” as that term is used in Federal and State
legislation related to unsolicited telephone and other communications.
Further, by executing and submitting the Enrollment Form,
the participant agrees and grants specific permission and
consent to be contacted by Rain Bird by means of telephone,
fax or email at the telephone and fax numbers and email addresses
which were provided in the Enrollment Form. This consent
shall be deemed to apply to and be given by additional branches
and offices of the participating agency or organization.
* Talk with your Rain Bird sales representative for additional
clarification.
