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SALES REPRESENTATIVE TERMS AND CONDITIONS
These Sales Representative Terms and Conditions (this "Agreement") is agreed and entered into as of the Effective Date (as defined below) by SpeedTech Lights, Inc., a Texas for-profit corporation ("STL"), and the "Sales Representative" consenting and agreeing to the terms of this Agreement, whether in person, electronically, or through other means.
As used in this Agreement, "STL", "we," "our," and "us" refer to SpeedTech Lights Inc., a Texas for-profit corporation.
As used in these terms & conditions, "Sales Representative", "you," "your," and "his/her" refer to the person applying to become a sales representative and consenting to the terms of this Agreement.
NOTICE - PLEASE READ CAREFULLY
BEFORE USING OR REGISTERING WITH STL’S ONLINE WEBSITE, PLEASE REVIEW THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS YOUR ACCESS TO AND USE OF THE STL DOMAIN PROVIDED TO YOU AND ANY PRODUCTS, SERVICES, SOFTWARE, TOOLS, APPLICATIONS, FEATURES OR FUNCTIONALITY OFFERED OR MADE AVAILABLE ON OR THROUGH STL’S WEBSITE. YOUR ACCESS TO AND USE OF THE SITE IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF AND COMPLIANCE WITH THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU WILL NOT BE ACCEPTED INTO THE STL SALES REPRESENTATIVE PROGRAM, AND ANY VIOLATION OF THIS AGREEMENT MAY RESULT IN TERMINATION OF YOUR ACCEPTANCE AND/OR YOUR CONTINUED PARTICIPATION IN THE PROGRAM.
STL, ON BEHALF OF ITSELF, ITS PARTNERS, AFFILIATES, AGENTS, OFFICERS, DIRECTORS, AND REPRESENTATIVES, RESERVES THE RIGHT AT ANY TIME TO CHANGE ALL OR ANY PART OF THIS AGREEMENT OR THE SALES REPRESENTATIVE PROGRAM, CHANGE THE WEBSITE, INCLUDING BY ELIMINATING OR DISCONTINUING ANY CONTENT ON OR FEATURE OF THE WEBSITE INCLUDING PRODUCTS, AND CHANGE ANY FEES OR CHARGES FOR ENROLLMENT IN THE SALES REPRESENTATIVE PROGRAM. ANY CHANGES WE MAKE WILL BE EFFECTIVE IMMEDIATELY WITH OR WITHOUT DIRECT NOTICE TO YOU, WHICH WE MAY PROVIDE BY ANY MEANS INCLUDING, WITHOUT LIMITATION, POSTING ON THE WEBSITE OR BY EMAIL. YOUR CONTINUED USE OF THE WEBSITE WITH OR WITHOUT NOTICE WILL BE DEEMED ACCEPTANCE OF SUCH CHANGES.
1. Independent Contractor Status. Sales Representative is not an employee of STL. Sales Representative is an independent contractor promoting STL's brand and products. Sales Representative will use his or her own equipment, set his or her own hours, and maintain control over his or her work independent of STL oversight except as provided herein. Sales Representative shall not take a position contrary to his or her classification as an independent contractor, and shall promptly execute any and all documents requested by STL to document Sales Representative's independent contractor status. Sales Rep applicants must be 21 years of age or older to be subject to approval.
2. No Agent Status. Sales Representatives are not agents for STL. Accordingly, no Sales Representative may take any action on behalf of STL or speak on behalf of STL or its affiliates without obtaining the prior written authority of STL.
3. Family Member and Affiliate Exclusion. No direct employees of SpeedTech Lights, Inc. or any person that is affiliated with or a family member of any employee of SpeedTech Lights, Inc., may participate in the Sales Representative program described herein. If you are concerned that you may be a person that is affiliated with or a family member of an employee of SpeedTech Lights, Inc., please contact SalesRepAdmin@SpeedTechLights.com for more information.
5. Use of STL Property. All information on the Sales Representative STL domain website is the exclusive property of STL. No right of any kind or nature is granted to Sales Representative through this Agreement, and the grant to Sales Representative of the use of any STL property, whether tangible or intangible, through this Agreement shall immediately and finally terminate upon the termination or conclusion of the term of this Agreement. In the event that STL determines, in its sole discretion, that Sales Representative is failing to comply with the terms of this Agreement or is behaving in any way that damages the good will of STL, STL may immediately terminate this Agreement without recourse by Sales Representative.
6. Monthly Fees. Sales Representative agrees to the pay and deliver to STL the first month's prorated maintenance fee plus second month's $12 maintenance fee in advance and along with the submission of the Sales Representative application. Sales Representative further agrees to the $12.00 monthly maintenance fee moving forward to be charged automatically on the 1st of every month with or without notice and also agrees to pay STL any charges, fees, collections or redemptions that may apply. Sales Representative shall use its best efforts to timely pay and deliver the monthly fees described herein and to keep all payment information with STL current and accurate. The initial payment of the 1st two months is non-refundable. Sales Representative account cancellations must be done via written consent to STL. Account cancellations in which the monthly maintenance fee (for the month in which the cancellation is occuring) has already been collected are not subject to a refund for that month as it is already collected and paid in full.
7. Late Fees. Once approved, Sales Representative will be charged the first month's prorated fee for that month based off the $12/month maintenance fee plus the second month's $12 fee up front. A $12 monthly fee will automatically be charged to the credit card submitted during registration on the 1st of every month moving forward. STL reserves the right to collect any and all fees in whatever other method we desire. All declined transactions, late payments and non-payments of monthly fees will result in cancellation of the Sales Representative's account immediately with or without notice and Sales Representative will have to re-apply in order to become a sales representative again and pay any fees that come with re applying. All declined transactions when collecting monthly fees or late payments of monthly fees will result in a $12 late fee in addition to the $12 monthly fee being collected to reactivate the account.
8. Payment Through PayPal. Sales Representatives shall be paid at the beginning of each month. Sales Representatives shall receive a monthly payment consisting of ten percent (10%) of the net sales of all of Sales Representative's sales orders per month, subject to the guidelines of section 8. Each month's payment shall be calculated from the net sales of Sales Representative's orders that were transacted within the calendar month preceding the payment date by two (2) months, subject to the guidelines of section 8. All payments to Sales Representative shall be processed via PayPal from STL's PayPal account to Sales Rep's PayPal account provided during application submission. Sales Representative must have a valid PayPal account entered during time of application/registration to receive payout. Sales Rep payouts will be sent via PayPal's "Pay for goods or services" option and Sales Rep is responsible for all fees that apply. Once PayPal confirms that payout was sent and received to the PayPal account submitted upon registration, STL is no longer responsible and shall have no liability to Sales Representative for the payment delivered as it is 100% confirmed and complete. STL is not responsible for errors or mistypes by Sales Representative upon registration or failure by Sales Representative to keep his or her account information with STL current. Sales Reps must be in active status during time of payout in order to receive any and all payouts including payouts for prior months when sales rep was active in which a payout is due.
9. Calculation of Payments to Sales Representative. Sales Representative's sales will be calculated by totaling the purchase price of all sales during each calendar month, excluding shipping costs, fulfillment costs, sales tax, and offsetting the amount of all returns, refunds, charge backs, fraudulent transactions, or other applicable charges. All orders which are returned for a refund will not be redeemable by Sales Representative and Sales Representative will not receive 10% of that order's sale or if already redeemed will result in STL redemption of the 10% from the Sales Representative whose website the order was submitted through whether by credit card, PayPal or any other form of collection by STL. Additionally, STL may offset the amount of any returns, refunds, charge backs, fraudulent transactions, or other applicable charges associated with Sales Representative's sales and withhold such amount(s) from future payments to Sales Representative.
SALES REPRESENTATIVE IS FULLY RESPONSIBLE FOR THE TOTAL MONETARY AMOUNT OF CHARGE BACKS, STOLEN, OR FRAUDULENT ORDERS DONE THROUGH HIS/HER STL DOMAIN. SALES REPRESENTATIVE IS REQUIRED TO VALIDATE AND VERIFY THE IDENTITY OF THE PURCHASER AND THE CARD HOLDER. ALL CHARGE BACKS WILL RESULT IN REDEMPTION OF THE FULL MONETARY AMOUNT OF THAT ORDER BY STL FROM THE SALES REPRESENTATIVE WHOSE DOMAIN THE ORDER WAS SUBMITTED THROUGH WHETHER BY CREDIT CARD, PAYPAL OR ANY OTHER FORM OF COLLECTION BY STL UNLESS SALES REPRESENTATIVE IS ABLE TO RECOVER THE FULL ORDER AND RETURN THE ORDER IN ITS ENTIRETY TO STL IN BRAND NEW FULLY WORKING CONDITION. ANY BALANCE OWED TO STL IS CONSIDERED A COLLECTIBLE COMMERCIAL DEBT OWED TO STL BY SALES REPRESENTATIVE.
ANY AND ALL MONETARY AMOUNTS THAT ARE OWED TO STL IN THE FORM OF RETURNS, CHARGEBACKS, STOLEN OR FRAUDULENT ORDERS THAT ARE NOT PAID IN FULL, WILL BE COLLECTED AT THE FULL EXPENSE OF THE SALES REPRESENTATIVE. THIS INCLUDES BUT IS NOT LIMITED TO ANY DEBTS, COLLECTION FEES, LEGAL FEES, COURT COSTS, ETC.
11. Use of Website. Subject to and conditioned upon your compliance with this Agreement, we grant to you a non-exclusive, non-transferable, non-sub-licensable, limited right to access and use the website, solely as made available by STL in its discretion from time to time, and solely for the purposes described in this Agreement and any amendment thereto. The website, including all such materials and all intellectual property rights therein, remain the exclusive personal property of STL. You may not use, reproduce, distribute, modify, transmit or publicly display any portion of the website without the written consent from STL, which may be withheld in STL's sole and absolute discretion. STL will have and retain full control of the website. Sales Representatives will not have the ability to upload any data or make any changes or edits to the website or domain. Any ideas or submissions to STL by a Sales Rep become the exclusive personal property of STL, and transmission of the same to STL constitutes a full and unconditional assignment of such ideas or submissions.
12. Account Suspension and Cancellation. If your account has been suspended or cancelled for any reason, your STL domain will no longer be active and all users who attempt to access and shop via your STL domain will be redirected to the regular STL website. You will not receive any payouts for orders attempted to be placed via your domain that are redirected to the regular STL website in result of suspension or cancellation of your Sales Rep account.
13. Sales Representative Representations and Warranties . Upon submission of the Sales Representative application and the execution of or consent to this Agreement, you agree not to:
- Defame, abuse, harass, stalk, threaten or otherwise violate the rights of others, including without limitation others' privacy rights or rights of publicity;
- Impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or use any fraudulent, misleading or inaccurate email address or other contact information;
- Restrict or inhibit any other user from using the website, including, without limitation, by means of "hacking" or defacing any portion of the website;
- Express or imply that any statements you make are endorsed by STL or any of its affiliates;
- Engage in spamming, flooding, or any other activity that, in the opinion of STL, is likely to annoy or harass any customer or potential customer of STL;
- "Frame," "mirror," or otherwise replicate or reproduce any portion of the website, or link to any page of or material from the website to another source or website;
- Harvest or collect information about users of the website without their express consent
In addition to the specific representations and warranties listed herein, Sales Representative covenants that he or she shall at all times comport himself or herself within the highest standards of customer care and to refrain from any behavior of any kind or nature that is reasonably likely to lead to any damage to STL's business reputation and good will. STL may terminate this Agreement and your right to participate in the Sales Representative program.
14. Purchasing STL Products through the Domain. Your customers simply go to your STL domain and purchase through your domain as if they are purchasing directly through the main STL website. STL will handle all order processing, payment processing, shipping, warranties and any other customer service needs. All purchases through your domain are subject to the same terms and conditions of any purchase through the STL website, and you may not disclaim, alter, modify, or amend any STL policies. You will only receive credit for purchases that are ordered through your specific domain. STL is not responsible, and shall not be liable to Sales Representative for any purchases that are made by a customer through STL's main website or any other sales representative's website. Sales Reps are not allowed to purchase products through their own STL Sales Rep domain to redeem payouts without SpeedTech Ligths written consent by an administrator. SpeedTech Lights reserves the right to withhold any payouts that violate this clause. Sales Reps must be in active status during time of payout in order to receive any and all payouts including payouts for prior months when sales rep was active in which a payout is due.
15. Sessions. It is the Sales Rep's sole responsibility to ensure their customers purchase through the STL Sales Rep's Domain. Sessions are tagged at the top of the web page with whom the Sales Rep's domain the customer is shopping. Once a session has ended, the customer is no longer shopping via that Sales Rep's domain. Sessions end once an order has been completed and/or once the browser session has ended.
16. Government Purchase Orders and Dealers. Purchase Orders and Dealers are not eligible to participate in the Sales Rep program and are not redeemable by Sales Reps as part of the program. It is the Sales Reps' responsibility to make sure their customers do not attempt to or submit an order through the "Government PO's" or "Dealers" section of the website if they want the order to be eligible for the 10% payout.
17. Domain and Website. As part of the personal domain that STL offers to Sales Representative, we may provide you with access to and use of certain pages on the website. However, we do not guarantee the availability of any particular web page or URL, and we reserve the right, at any time and in our sole discretion, to reclaim, suspend, terminate and/or transfer any such web page or URL.
18. Term and Termination. This Agreement shall remain effective until terminated as set forth herein. We may immediately terminate this Agreement as provided herein, and/or your account access at any time and for any reason, with or without cause, with or without notice. Upon termination of this Agreement, you will cease all use of the website, all marketing and promotion of STL products, and your use of the STL domain immediately.
19. Indemnification. You agree to indemnify, defend, and hold STL, our affiliates, distributors, partners, advertisers and sponsors, and ours and their directors, officers, employees, consultants, agents, and other representatives, harmless from and against any and all claims, damages, losses, costs (including attorneys' fees) and other expenses that arise directly or indirectly out of or from your breach of this Agreement and/or your activities in connection with your activities as a sales representative.
20. Joint Venture Disclaimer . Sales Representative is an independent contractor. Sales Representative is not a partner, joint venturer, shareholder, officer, agent, or in any other way affiliated with STL except as explicitly described herein.
21. Fraud Prevention and Protection Program. As part of our order processing procedures, we screen all received orders for fraud or other types of unauthorized or illegal activity. We reserve the right to refuse to process any order due to suspected fraud or unauthorized or illegal activity. If such is the case, we may reject any order or our sales support department may contact you at the phone number you provided (or use your email address) to confirm any order. We also reserve the right to cancel any accounts or refuse to ship to certain addresses due to suspected fraud or unauthorized illegal activity. We take these measures to protect our customers as well as ourselves from fraud or other unauthorized or illegal activity. Sales Representative will use its best efforts to ensure that each order placed through his or her domain is legitimate and contains no inaccuracies or fraudulent information.
22. Customer Idea Submissions . Many of our customers are interested in submitting ideas, feedback and/or suggestions for products and services to be used by STL, either independently of, or in conjunction with, our internally developed concepts. We appreciate our customers' interest in improving the website and our products; however, please note that any such ideas, feedback and/or suggestions that you submit will be owned by STL, and each customer, regardless of whether such ideas were submitted through STL's website or a Sales Representative domain, irrevocably assign any intellectual property rights in such ideas and suggestions to STL. If any customer intends to retain any intellectual property rights in his, her, or its ideas, feedback and/or suggestions (patent, trade secrets, copyright, trademark, etc.) please do not submit them to STL. Please refer to the STL terms and conditions on the website for further details, which is incorporated herein by reference.
23. General Provisions .
- Rules of Interpretation. This Agreement shall utilize the following rules of interpretation:
- The singular includes the plural and the plural includes the singular.
- A reference to the neuter gender shall be deemed to be a reference to the feminine and masculine genders, and vice versa.
- The word "or" is not exclusive.
- A reference in a document to an article, section, or schedule is to the article, section, or schedule of such document unless otherwise indicated.Exhibits, schedules, annexes, or appendices to any document shall be deemed incorporated by reference in such document.
- References to any document, instrument, or agreement (i) shall include all exhibits, schedules, and other attachments thereto, (ii) shall include all documents, instruments, or agreements issued or executed in replacement thereof, and (iii) shall mean such document, instrument, or agreement, or replacement or predecessor thereto, as amended, modified, and supplemented from time to time and in effect at any given time.
- The words "hereof,""herein," and "hereunder" and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.
- Entire Agreement. This Agreement and the related agreements listed on the STL website constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersedes any prior or contemporaneous oral or written agreement or understanding among the parties hereto with respect to the subject matter hereof.
- Governing Law. This Agreement shall be construed in accordance with and governed by the internal laws of the State of Texas, without regard to the principles of conflicts or choice of laws thereof that would give rise to the application of the domestic substantive law of any other jurisdiction.
- WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT
- Recovery of Expenses. Each party hereto (the "Breaching Party") further covenants and agrees to indemnify and hold the other parties hereto harmless from and against all costs and expenses, including legal or other professional fees and expenses incurred by such parties, in connection with or arising out of any proceeding instituted by such parties against the Breaching Party; provided that the party or parties seeking indemnification pursuant to this Section must have substantially prevailed in such proceeding.
- Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, permitted successors, and permitted assigns.
- Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.
- Headings. The sections and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
- Counterpart, Electronic, and Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute one agreement binding on the parties hereto. Transmission of an executed counterpart by fax or PDF file of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement. This Agreement may also be executed by electronic, e-signature, or "click-wrap" execution.
CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF HAYS COUNTY, TEXAS.
EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF HAYS, AND THE UNITED STATES DISTRICT COURT FOR WESTERN DISTRICT OF TEXAS - AUSTIN DIVISION, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD
EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS OF THE STATE OF TEXAS, COUNTY OF HAYS, AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO PROSECUTE OR DEFEND ANY DISPUTE OTHER THAN AS SET FORTH IN THIS SECTION OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF
EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS.
- Scope. If any one or more of the provisions of this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law then in force.
- No Waiver. No waiver by any party to this Agreement at any time of a breach by a party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same or any prior or subsequent time.
- Amendment. This Agreement may be altered, amended, or repealed by the Company and such amendment will become effective immediately upon posting the same on the STL website. It is the responsibility of the Sales Representative to remain diligent and regularly review the terms of this Agreement, as such may be amended or modified from time to time by STL.
- Additional Documents and Acts. In connection with this Agreement, as well as all transactions contemplated by this Agreement, the Sales Representative agrees to execute such additional documents and papers, and to perform and do such additional acts as may be reasonably necessary and proper to effectuate and carry out all of the provisions of this Agreement or STL's business purposes.
- Dispute Resolution. Before any party initiates a proceeding regarding a claim or dispute with any other party on any matter arising from or related to this Agreement or the related agreements,each party agrees first to try to settle the dispute by mediation in Austin, Texas or such other location as may be mutually agreed by the parties. If a party fails to respond to a written request for mediation delivered by certified mail, return receipt requested and regular USPS mail within thirty (30) days after service or fails to participate in any scheduled mediation, that party shall be deemed to have waived its right to mediate the issue in dispute. If the mediation does not result in a settlement of the dispute within thirty (30) days after the initial mediation conference or if a party has waived its right to mediate any issues in dispute, then any unresolved controversy or claim arising out of or relating to this Agreement or any allegation of breach thereof may be submitted to the state or federal courts described in this Agreement.
- Disclaimer. The information on the STL website and any products, services, software, tools, applications, features or functionality offered or made available on or through the website are the sole ownership of STL and are not in any way intended to provide business or legal advice. Any interactive tools contained on the website are provided to assist in personal sales through your domain. STL does not guarantee that Sales Representatives participating in this program will generate any income. As with any business, each Sales Representative's business results may vary.