Effective Date: November 1st, 2019
Primary Website Address: https://stabilicinn.com/
RE: INDEPENDENT CONTRACTOR SALES REPRESENTATIVE AGREEMENT
This independent Contractor sales representative Agreement (hereinafter called the "Agreement") is
provided by the following organization, hereinafter referred to as "Company": Minimus Brands LLC. The Company’s primary address is 2610 Conejo Spectrum Street, Newbury Park, CA 91320. The Agreement is a legal document between the “Contractor” and the Company that describes the relationship both parties are entering into. This Agreement covers the Contractor’s responsibilities and the Company’s responsibilities to Contractor. The Contractor is advised to have the agreement reviewed by an attorney.
1) Independent Contractor Status
a. Contractor’s relationship will be as an independent contractor.
b. Contractor may not obligate Company in any written, oral, or electronic form without the permission of an authorized Company representative.
c. Contractor is not eligible for Company provided benefits.
d. All federal, state, and local taxes, appropriate workers compensation insurance, and compliance with all laws, ordinances, and regulations are the responsibility of the Contractor.
e. Taxes will not be withheld.
2) Age Restriction
a. Contractor must be at least 18 (eighteen) years of age to join our Affiliate Program or use this Website.
b. By submitting an application to join the Company’s Affiliate Program, the Contractor represents and warrants that Contractor is at least 18 years of age and may legally agree to this Agreement.
c. The Company assumes no responsibility or liability for any misrepresentation of Contractor’s age.
a. Contractor shall be paid a 10% commission on all net sales from customers directly attributable to Contractor’s efforts, payable quarterly after receipt of funds from customers for such sales.
b. Contractor may refer other qualified individuals to join the Company’s Affiliate program, and if that person is accepted by the Company’s program, they will fall under the Contractor as a “Sub-Affiliate”. Contractor shall be paid a 5% commission on all net sales from customers directly attributable to Contractors Sub-Affiliates, payable quarterly after receipt of funds from customers for such sales.
c. The Company will pay out quarterly on these scheduled dates: Jan 1st, April 1st, July 1st, and Oct 1st.
d. Contractor must work for the Company for a minimum of 30 days before first payout.
e. Commission percentage may be lowered, at the mutual agreement of both parties, for situations that require tighter margins, competitive bids, additional parties requiring commissions, etc.
f. Net sales are defined as gross sales minus returns, refunds, cancellations, shipping costs, taxes, and other such expenses not directly attributable to the sale of goods.
g. Contractor shall not have any expenses reimbursed (phone, travel, postage, etc.) without prior permission from authorized Company representative.
e. Sub-affiliates cannot have sub-affiliates. Sub-affiliates can only refer other qualified individuals to the Contractor.
4) Tracking Sales
a. Contractor will be provided an affiliate account controlled by Minimus Brands LLC and a unique link and/or banner which the Contractor can use to promote and make sales . The affiliate software “Affiliatly” will track the visits made from that link and the order(s).
5) Specific Terms Applicable
a. The Company reserves the right to reject clicks and/or sales that do not comply with the terms of this Agreement.
b. Processing and fulfillment of orders will be the Company’s responsibility. Company will also provide real-time data regarding Contractor’s account through the portal on which Contractor logs into the website.
c. As described below, in order to be eligible for payout, user purchases must be "Qualified Purchases."
6) Qualified Purchases
a. Must not be referred by any other partner or affiliate links of the Company (Qualified Purchases are only available through Contractor’s specific Affiliate Link;
b. May not be purchased by an already-existing partner or Contractor of the Company;
c. May not be purchased prior to the Contractor joining the Affiliate Program;
d. May only be purchased through a properly-tracking Affiliate Link;
e. May not be purchased by a customer in violation of any of our legal terms;
f. May not be fraudulent in any way, in the Company's sole and exclusive discretion;
g. May not have been induced by the Contractor offering the customer any coupons or discounts
7) Contractor Activities
a. Contractor shall represent the Company with a title of “Sales Representative.”
b. Contractor must obtain prior written approval from Company to contact potential customers, at which time such customers will be assigned exclusively to Contractor.
c. Contractor is not eligible for commissions on accounts that have already been, or are being, pursued by Company’s in-house sales force, or other outside sales representative that may be under contract with Company.
a. Contract may be terminated at any time by either party.
b. Commissions for applicable sales shall continue for twelve months following termination of this agreement, unless termination is due to illegal activities, something that jeopardises the Company, or violations of this agreement.
c. The company reserves the right to pursue legal action against Contractor if Contractor performs illegal activities and/or jeopardizes the Company.
9) Intellectual Property
a. Contractor agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").
b. Subject to the limitations listed below, the Company hereby grants the Contractor a non-exclusive, non-transferable, revocable license to access the Company websites in conjunction with the Affiliate Program and use the Company IP solely and exclusively in conjunction with identifying the Company and brand on the Affiliate Site to send customers to the Affiliate links the Company provides. Contractor may not modify the Company IP in any way and Contractor is only permitted to use the Company IP if Contractor is in good standing with the Company.
c. Other than as provided herein, Contractor is not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
d. Please be advised that Contractor’s unauthorized use of any Company IP shall constitute unlawful infringement and the Company reserves all of its rights, including the right to pursue an infringement suit against Contractor in federal court. Contractor may be obligated to pay monetary damages or legal fees and costs.
e. Contractor hereby provides Company a non-exclusive license to use Contractor’s name, trademarks and service marks if applicable and other business intellectual property to advertise Company’s Affiliate Program.
10) Special Use of Company Images or Phrases
a. Contractor may not alter images or phrases used by the Company or its websites, unless prior written permission is approved by the Company.
b. If Contractor has its affiliate site, any images or phrases used by the Contractor must be approved before going live to the public.
11) Affiliate Obligations & FTC Compliance
a. Contractor is responsible for ensuring the operation and maintenance of the Affiliate Site, including technical operations, written claims, links, and accuracy of materials. Contractor must ensure, as noted above, that the Affiliate Site does not infringe upon the intellectual property rights of any third party or otherwise violate any legal rights.
b. The Company may monitor Contractor’s account, as well as clicks and/or purchases coming through Contractor’s account. If it is determined that Contractor is not in compliance with any of the terms of this Agreement, the Company has the right to immediately terminate Contractor’s participation in the Affiliate Program.
c. The Company requires all of its Contractors to comply with all applicable statutes, regulations, and guidelines set by the federal government, through the Federal Trade Commission, as well as state and local governments as mandated. The Federal Trade Commission requires that affiliate relationships, such as the relationship between the Contractor and the Company, be disclosed to consumers.
d. Company recommends that Contractor seek independent legal counsel to advise Contractor of Company’s obligations to disclose in this manner.
e. Contractor is required to post a conspicuous notice on Contractor’s website regarding the Affiliate Program. The notice does not have to contain the precise words as the example given below, but should be similar:
We engage in affiliate marketing whereby we receive funds through clicks to our affiliate program through this website or we receive funds through the sale of goods or services on or through this website. We may also accept advertising and sponsorships from commercial businesses or receive other forms of advertising compensation. This disclosure is intended to comply with the US Federal Trade Commission Rules on marketing and advertising, as well as any other legal requirements which may apply.
f. The Company also requires Contractor to comply with any and all applicable data privacy and security laws and regulations, including all of those which may impact Contractor’s country of residence or Contractor’s visitors. Such regulations include, but are not limited to, any applicable laws in the United States and the General Data Protection Regulation of the European Union.
g. The Company also requires that Contractor implement adequate organizational and technical measures to ensure an appropriate level of security for the data that the Contractor processes. Further, Contractor hereby agrees to comply with any requests which the Company may make regarding compliance with the General Data Protection Regulation or requests which Contractor may receive from data subjects.
h. If the Company finds Contractor is not in compliance with any of the requirements of this subpart, the Company may terminate the relationship with Contractor at the Company's sole and exclusive discretion.
a. Contractor shall fully indemnify Company for any third party claim(s) brought in respect of a breach by Affiliate of the terms hereof.
13) Entire Agreement
a. This agreement contains the entire agreement of the parties,
b. There are no other promises or conditions in any other agreement, whether oral or written.
c. This agreement supersedes any prior written or oral agreements between the parties,
except any non-disclosure agreement that may previously have been executed continues to be in force.
d. This agreement shall be subject to the laws and regulations of the State of California.
a. This agreement may be modified or amended if the amendment is made in writing and signed by both parties.
15) Waiver of Contractual Right
a. The failure of either party to enforce any provision 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.