Independent Consultant Agreement

This Independent Consultant Agreement ("Agreement") sets forth the terms and conditions between the undersigned Consultant ("you") and FGW SC SPV LLC dba Scout & Cellar ("Scout & Cellar" or the "Company"). This Agreement governs your role as an Independent Consultant and incorporates by reference the Scout & Cellar Policies & Procedures and Compensation Plan.

1. Nature of the Relationship

You are entering into this Agreement as an independent contractor, not as an employee, agent, or legal representative of Scout & Cellar. Nothing in this Agreement creates a partnership, joint venture, or employment relationship. You are solely responsible for the manner and means by which you promote Scout & Cellar products and services.

You are not authorized to bind Scout & Cellar to any obligation. All wine sales must be made directly between Scout & Cellar and the end customer through the official Company website.

2. Requirements and Obligations

You agree to:

  • Abide by the terms of this Agreement, including the Policies & Procedures and Compensation Plan

  • Maintain the integrity of Scout & Cellar’s brand, including adherence to marketing, promotional, and legal compliance guidelines

  • Operate as an independent business, bearing all costs of business operations, taxes, and compliance with any applicable licensing or local laws

  • Not hold inventory for resale or sell wine directly to customers

  • Submit a valid IRS Form W-9 and update it as required by law. Scout & Cellar will issue IRS Form 1099 to Consultants earning $600 or more in a calendar year

  • Understand that there is no guarantee of income or success. Your earnings depend on your effort, business strategy, and market conditions. You assume full responsibility for your business performance and results


3. Business Kit and Renewals

To activate your Consultant status, you must purchase a Business Kit unless prohibited by applicable law. Renewal fees may be charged annually. Residents of Montana may return the Business Kit within 15 days for a full refund.

 

4. Sales and Tax Collection

Sales are only considered final once submitted through the Scout & Cellar website. Sales tax is calculated based on the actual retail price (after discounts) and collected/remitted by Scout & Cellar.

 

5. Permitted Activities and Restrictions

You may:

  • Educate customers and promote Scout & Cellar’s Clean-Crafted Commitment®

  • Conduct private, hosted tasting events in accordance with local laws and Company guidelines

  • Consultants may promote non-alcoholic products separately from wine and are not subject to alcohol-related restrictions when doing so

You may not:

  • Deliver, distribute, or sell alcohol yourself

  • Purchase wine on behalf of others or carry wine inventory for resale

  • Conduct tastings in public venues or events with paid admission

  • Host tastings in locations without a designated event host who pre-purchased the wine

  • Misrepresent Scout & Cellar products, earnings potential, or your role as a Consultant

 

6. Use of Intellectual Property

Scout & Cellar grants you a limited, revocable, non-exclusive license to use approved Company intellectual property solely in connection with your Consultant activities. Unauthorized use, alteration, or creation of derivative works is prohibited. Upon termination of this Agreement, all rights to use Company intellectual property end immediately.

 

7. Confidentiality

You agree to protect and refrain from disclosing any Confidential Information obtained during the term of this Agreement. This includes customer lists, business reports, pricing information, proprietary technology, and Company strategy. This obligation survives the termination of this Agreement.

Upon termination or at the Company’s request, you must return or securely destroy all Confidential Information and any Company-provided materials.

 

8. Data Privacy (CCPA Compliance)

As a Consultant, you may collect or process Personal Information on behalf of Scout & Cellar. You agree to:

  • Implement reasonable security practices

  • Not sell, retain, or disclose Personal Information for any unauthorized purpose

  • Promptly report any data breach

  • Delete Personal Information upon written request from the Company

 

9. Non-Solicitation

Scout & Cellar supports your right to build other businesses, including promoting or selling products from different companies.

However, to protect our community and proprietary relationships, you agree that, during the term of this Agreement and for 12 months after it ends, you will not:

  • Directly recruit or solicit Scout & Cellar Consultants or employees to join another direct selling or network marketing company, if doing so involves the use of non-public Company information (such as downline structures or compensation details); or

  • Market or promote another direct selling company’s business opportunity (including income, recruitment, or team-building messaging) in general or to Scout & Cellar Consultants or employees through direct outreach, social media, or shared channels.

This clause does not restrict general product promotion, public posts, or maintaining personal and professional relationships, and applies only where legally enforceable.

 

10. Media Release

You grant Scout & Cellar a royalty-free, perpetual, worldwide license to use your name, likeness, voice, and statements for marketing, public relations, and promotional purposes. 

 

11. Term and Termination

This Agreement is effective upon acceptance and automatically renews annually unless terminated by either party. Scout & Cellar may terminate this Agreement at any time for cause, including but not limited to: (a) your breach of any provision of this Agreement or the Policies & Procedures; (b) any act of misrepresentation involving the Company, its products, or your Consultant role; or (c) any prohibited attempt to assign this Agreement or transfer your business.

Termination may be immediate and without notice in cases involving material breach, regulatory risk, legal violation, or actions that compromise the integrity or reputation of the Company. In its sole discretion, Scout & Cellar may elect to offer a written warning or opportunity to cure prior to termination, but is not required to do so

Upon termination for cause, the Company reserves the right to (i) reject any future applications by you to rejoin as a Consultant; and (ii) pursue all applicable legal and equitable remedies.

Upon termination, you must:

  • Cease all use of Scout & Cellar intellectual property and branding

  • Pay any outstanding amounts due to the Company. Scout & Cellar reserves the right to withhold amounts owed to you to offset such obligations

  • Cease holding events or promoting Scout & Cellar products

  • Return or securely destroy all Confidential Information in your possession

 

12. Dispute Resolution

All disputes will be resolved through binding arbitration in Dallas, Texas, following good faith efforts to mediate. No class actions or collective arbitrations are permitted.

This provision does not apply where prohibited by law. The Federal Arbitration Act governs this section, and Delaware law applies to all other matters. 

 

13. Indemnification and Limitation of Liability

You agree to indemnify, defend, and hold harmless Scout & Cellar, its subsidiaries, affiliates, officers, employees, agents, and assigns from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to:

  • Your actions or omissions in connection with your Scout & Cellar business;

  • Any breach of this Agreement or the Policies & Procedures;

  • Your violation of any applicable federal, state, or local law, rule, or regulation;

  • Unauthorized representations or marketing claims made by you;

  • Any determination by a governmental body that you are not an independent contractor;

  • Infringement of any third party’s intellectual property rights by you or your business activities.

Scout & Cellar shall have the right to offset any amounts owed by you to the Company—including, without limitation, reimbursement for product returns, chargebacks, or enforcement costs—against any commissions, bonuses, or other compensation owed to you, to the extent permitted by applicable law.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SCOUT & CELLAR AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF THE COMPANY ARISING UNDER THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE AMOUNT OF COMMISSIONS, BONUSES, OR PRODUCT VALUE OWED TO YOU AT THE TIME OF THE CLAIM.


14. Miscellaneous

Only one Consultant account is permitted per household unless expressly approved by Scout & Cellar. Household members may not be enrolled in the same upline or downline structure to prevent conflicts of interest or improper recruitment.

You represent and acknowledge that you are engaged in marketing, education, and promotional activities, and that Scout & Cellar is solely responsible for the sale and fulfillment of alcohol products in accordance with applicable laws.

You may not create or operate independent websites representing Scout & Cellar without prior written approval. All digital marketing must comply with the Company’s branding and compliance guidelines.

All notices required under this Agreement shall be deemed effective upon delivery to the most recent email address or mailing address on file with Scout & Cellar, or three (3) business days after mailing if sent via U.S. Mail.

You must be at least 21 years of age and legally authorized to work in the U.S.

This Agreement may not be transferred or assigned without prior written consent from Scout & Cellar. Company may assign this Agreement at any time.

If any provision is deemed unenforceable, the remainder of the Agreement shall remain in effect.

Scout & Cellar may update this Agreement at its discretion, with 30 days’ notice via the Consultant Back Office.

Your continued participation after notice of amendments constitutes your acceptance.

By signing or accepting electronically, you agree to all terms set forth in this Agreement and acknowledge your responsibilities as an Independent Consultant of Scout & Cellar.