AFFILIATE AGREEMENT & TERMS OF SERVICE
Lightning Shield is engaged in the business of the manufacture of electronics.
Lightning Shield desires to have the services of Affiliate.
Affiliate is willing to be affiliated with Lightning Shield as an independent contractor. Therefore, the parties agree as follows:
- AFFILIATION. Lightning Shield shall engage Affiliate as an independent contractor. Affiliate shall provide services to Lightning Shield as directed by Lightning Shield or any subsequent business entity evolving from Lightning Shield. Affiliate accepts and agrees to such engagement and agrees to be subject to the production expectations, advice and direction of Lightning Shield and Lightning Shield’s personnel.
- BEST EFFORTS OF AFFILIATE. Affiliate agrees to perform faithfully, industriously, and to the best of Affiliate’s ability, experience, and talents, all the services that may be required by the express and implicit terms of this Agreement, to the reasonable satisfaction of Lightning Shield. Such services shall be provided at such place(s) as the needs, business or opportunities of Lightning Shield may require from time to time
- COMMISSION PAYMENTS. Lightning Shield will make commission payments to Affiliate based on ten percent (10%) of Sale Price of Lightning Shield. These commissions will be paid 40 days after the end of the month.
- Accounting. Lightning Shield shall maintain records in enough detail for purposes of determining the amount of the commission. Lightning Shield shall provide to Affiliate, a online accounting systems that sets forth the way the commission payments were calculated. Our current affiliate portal system provides an estimates to affiliates and may be within +- 15% accuracy due to returns, change in transactions, chargebacks, and other online purchase related reasons.
- Right to Inspect. Affiliate or Affiliate’s agent shall have the right to inspect Lightning Shield’s records for the limited purpose of verifying the calculation of the commission payments, subject to such restrictions as Lightning Shield may reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable business hours as may be set by Lightning Shield.
- RECOMMENDATIONS FOR IMPROVING OPERATIONS. Affiliate will be encouraged to provide Lightning Shield with any information, suggestions and recommendations regarding Lightning Shield’s business of which Affiliate has knowledge, that will be of benefit to Lightning Shield.
- CONFIDENTIALITY. Affiliate recognizes that Lightning Shield has and will have proprietary information regarding the following:
- invention
- product design
- trade secrets
- copyrights
- costs
- discounts
- business affairs
- patents
Internal Components Within Our Devices and other vital information items (collectively, “Information”), which are valuable, special and unique assets of Lightning Shield. Affiliate agrees that Affiliate will not at any time or in any manner, either directly or indirectly, divulge, disclose or communicate any information to any third party without the prior written consent of Lightning Shield. Affiliate will protect the Information and treat it as strictly confidential. A violation by Affiliate of this paragraph shall be a material violation of this Agreement and will justify legal and/or equitable relief.
- CONFIDENTIALITY AFTER TERMINATION OF AFFILIATION. The confidentiality provisions of this Agreement shall remain in full force and effect for a period of two (2) years after the termination of Affiliate’s services pursuant to this Affiliate Agreement.
- AFFILIATE’S INABILITY TO CONTRACT FOR LIGHTNING SHIELD. Affiliate shall not have the right to enter into any contracts or commitments for or on behalf of Lightning Shield without first obtaining the express written consent of Lightning Shield.
- TERM/TERMINATION. Affiliate’s affiliation under this Agreement shall be for an unspecified term on an “at will” basis. This Agreement may be terminated by Lightning Shield upon thirty (30) days written notice, and by Affiliate upon thirty (30) days written notice. If Affiliate is in violation of this Agreement, Lightning Shield may terminate affiliation without notice and with compensation to Affiliate only to the date of such termination. The compensation paid under this Agreement shall be Affiliate’s exclusive remedy.
- RETURN OF PROPERTY. Upon termination of this Agreement, Affiliate shall promptly deliver to Lightning Shield, all property which is Lightning Shield’s property or related to Lightning Shield’s business (including but not limited to keys, records, notes, data, memoranda, models, and equipment) that is in Affiliate’s possession or under Affiliate’s control. Company will notify affiliate if item/s will be returned
- NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or on the third (3rd) day after being deposited in the United States mail, postage prepaid, and addressed as follows:
Lightning Shield 2010 S 6th St, Burlington KS, 66839
Such addresses may be changed from time to time by either party by providing written notice.
- ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
14.AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.
- SEVERABILITY. If any provision(s) of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provision(s) shall continue to be valid and enforceable. If a court finds that any provision(s) of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed and enforced as so limited.
16.WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision(s) of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.
- APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Kansas.
- Minimum Online Advertised Pricing & Selling Online. Distributors reselling EMP Shield may not list or sell any of our products for a price less than the advertised price from the official website at LightningShield.com . Distributors may not sell EMP Shield products on third party reseller website such as Ebay.com, Walmart.com, or Amazon.com without expressed written permission from Lightning Shield. Lightning Shield is owned by EMP Shield INC.