Salesperson Agreement Between:
IPS SAFETY INC.
Address : 2368 W. 41st Avenue
This Sales Agreement (this Agreement) contains all of the terms and conditions between IPS Safety Inc, (IPS Safety) and the individual or organization (the "Salesperson") participating in the IPS Safety Program (the "Program").
In this Agreement, "we" and "us" means IPS Safety Inc, and "You" means the Salesperson participating in the Program. "IPS Safety Web Site" or "Our Site" means the Web site located at www.ipssafety.com
1. Compliance with Agreement:
It is within IPS Safety Inc sole discretion as to whether you have violated the terms of this Agreement. IPS Safety Inc reserves the right to refuse anyone to become a Salesperson. IPS Safety Inc may also, in its sole discretion, prohibit any end user from using the Services. You acknowledge and agree that customers must agree to IPS Safety Inc then standard terms and conditions for use of the Services.
2. Payments of Commissions by IPS Safety Inc:
a. Commissions shall be paid to a Salesperson for selling IPS Safety Inc. products anywhere in North America. A sale is deemed to have been made by the Salesperson when that Salesperson’s unique four (4) digit code is used by a purchaser to purchase IPS Safety Inc. products online. When a purchaser uses the Salesperson’s unique four (4) digit code, the purchaser will receive a 5% discount on the product purchased. The Salesperson will receive 15% commission on the net sale price after the 5% purchaser discount is applied. Commissions are paid weekly when the Salesperson reaches a minimum earned commission of Fifty Dollars ($50) in that week.
b. Should a Salesperson “recruit” or work with an organisation such as a club, school, business church, hospital senior’s home or similar entity to raise funds for such organisation by selling IPS Safety Inc. products to or through their members, a special unique Discount Code will be allocated to said organisation which will be linked to the Salesperson. The organization shall receive commissions of 10% of the net sales price from each sale made using the Discount Code, and the Salesperson will receive a 5% commission of the net sales made using the Discount Code.
3. Calculation of Commissions:
All sales commissions are calculated using the IPS Safety Inc.system. This system tracks all sales and every signup made through the IPS Safety website, provided the Salesperson’s unique 4 digit number is used by the purchaser. All commissions are calculated pursuant to the compensation plan set out above.
4. Performance Statistics:
IPS Safety Inc provides all Salespersons the statistics on their current commissions as well as their commission history.IPS Safety Inc tracks all sales, Salesperson signup's and calculates commissions using its software system. Once a sale is made by using the Salesperson’s unique 4 digit number, the reporting of the sale is reflected in the Salesperson Commission Report.
5. Effect of Customer Returns on Commissions:
If a consumer disputes his or her credit card charge, the commission amount based on the disputed charge or sale will be debited from the Salesperson’s account. If a monetary amount is returned to the consumer, the commission on the returned sale will be debited from the Salesperson’s account.
6. Training and Promotional Materials:
IPS Safety Inc. will from time to time provide training to the Salesperson to assist the Salesperson in promoting the products and services of IPS Safety Inc. IPS Safety Inc. will also provide all the promotional material needed to promote the products and services provided by IPS Safety Inc. The Salesperson will only use the approved promotional materials authorized by IPS Safety Inc. in promoting the products and services provided by IPS Safety Inc..
7. Salesperson Responsibilities:
You understand and agree that violation of any of the following conditions shall result in the forfeiture of any accrued commissions and immediate termination of your account:
a) Unsolicited e-mail:
You shall not use Unsolicited Commercial E-mail, referred to as Spam, or any form of unsolicited e-mail to promote any of the Services associated with IPS Safety Inc. Spam means unsolicited e-mail sent to persons with whom you have no relationship and/or who have not requested your information.
b) Inappropriate Content:
You may not link to IPS Safety Inc from any website which contains content that is slanderous, libelous, threatening, pornographic, obscene and or infringing that could give rise to any civil or criminal liability.
c) Use of Unauthorized Promotional Materials:
You shall not use any promotional materials not authorised in writing by IPS Safety Inc.
8. Use of IPS Safety Inc Intellectual Property and Content:
You are granted a limited, non-exclusive license to use selected images, logos, trade names, trademarks, copyrighted material and similar identifying material relating to us (collectively, the "Licensed Materials") as provided by IPS Safety Inc solely to advertise or market our Services. All of the material on the IPS Safety Site, including text, graphics, and other illustrations (Content) is the property of IPS Safety Inc.
You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, prepare derivative works based on, re-post, exploit for any commercial purpose, or otherwise use any of the Content in any way for any public or commercial purpose without prior written consent of IPS Safety Inc. You may not use the Content on any other web site or in a networked computer environment for any purpose. If you violate any of these terms, your permission to use the Content will automatically terminate, you must immediately destroy any copies you have made of the Content, and we may end your authorization to participate in the Program.
IPS Safety Inc retains all rights to its Licensed Materials (and any intellectual property embodied by the Licensed Materials) at all times. Any other use is strictly prohibited, including use of the Licensed Materials in any manner that is disparaging or that otherwise portrays IPS Safety Inc in a negative light. Determination of what is and is not acceptable use is at the sole discretion of IPS Safety Inc. You may not alter, modify or change the Licensed Materials in any way. We, in our sole discretion, may revoke your license at any time, with or without cause and in our sole discretion, by giving you notice. The license granted herein should not be construed as granting any ownership rights in the Licensed Materials to the respective licensee thereof, all of which rights will remain the property of IPS Safety Inc. Upon the effective date of the expiration or termination of this Agreement, the license granted herein will expire, You agree to cease using such Licensed Materials, and you agree to cease using all such Licensed Materials.
You shall not create, publish, distribute, or permit any written material that makes reference to IPS Safety Inc without first submitting such material to IPS Safety Inc and receiving its prior written consent.
10. Term of the Agreement:
The Term of this Agreement shall become effective upon acceptance of the Salesperson Application submitted by You through the Registration Process. Either You or IPS Safety Inc may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. You are only eligible to earn commissions on sales occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable excluding amounts due to credit card fraud, charge-backs, refunds and bad debts and credits for canceled services. IPS Safety Inc may withhold your final payment, or a portion thereof, for a reasonable time to ensure that the correct amount is paid.
11. Modification of Agreement:
IPS Safety Inc may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by emailing a change notice or a new Agreement to the Salesperson. You will be notified of any such change through an e-mail before a change is made. Modifications may include, but are not limited to, changes in the scope of available commissions, payment procedures and terms and conditions of the Salesperson Program. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS PROVIDED IN PARAGRAPH 10. IN THE EVENT YOU OBJECT TO A CHANGE, THE CHANGES THAT WERE ANNOUNCED WILL NEVERTHELESS BECOME EFFECTIVE UNLESS WE AGREE, IN WRITING, TO THE CONTRARY. YOUR CONTINUED PARTICIPATION IN THE SALESPERSON PROGRAM BY FAILURE TO TERMINATE THIS AGREEMENT FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE IPS SAFETY INC SITE WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH CHANGE OR NEW AGREEMENT.
12. Relationship of Parties:
You and IPS Safety Inc are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on IPS Safety Inc.’s behalf.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR WITH RESPECT TO THE SERVICES SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANT ABILITY OR NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND IT WILL NOT BE LIABLE IN ANY WAY FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
14. Limitation of Liability:
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising out of or relating to this Agreement or the Program, even if we have been advised of the possibility of such damages.
You hereby agree to indemnify and hold harmless IPS Safety Inc, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys' fees, which will include an allowable portion of the expense of such party's corporate legal department), and costs (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are related to: (i) any claim that your use of the Licensed Materials infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you or on your behalf herein;
16. Independent Investigation:
YOU ACKNOWLEDGE THAT (A) YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS, (B) YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH THISPROGRAM, (C) YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT AND (D) YOU ACKNOWLEDGE THAT IPS SAFETY INC HAS MADE NO REPRESENTATION REGARDING THE POSSIBILITY OR AMOUNT OF COMMISSIONS THAT MAY BE EARNED PURSUANT TO THE PROGRAM.
17. Governing Law:
This Agreement will be governed by the internal laws of the Province of British Columbia, without regard to the choice of law provisions thereof. Any dispute between the parties arising under this Agreement will be resolved by binding arbitration by an arbitrator to be conducted in British Columbia, in accordance with the then current Commercial Arbitration Rules. The arbitrator shall have the discretion to order that the cost of arbitration, including the arbitrator's fees, or other costs, and reasonable legal' fees, shall be borne by the losing party. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
18. Legal Fees:
If either of the parties hereto (or any successor thereto) resorts to legal action in order to enforce, defend or interpret any of the terms or the provisions of this Agreement, the prevailing party will be entitled to receive, in addition to such other remedies as will be awarded to it in such legal action, reimbursement from the non-prevailing party for all reasonable attorneys' fees and all other costs incurred in commencing, maintaining or defending such action (which will include an allowable portion of the expense of such party's corporate legal department). In addition, the prevailing party will be entitled to recover from the non-prevailing party post-judgment legal fees incurred in enforcing a judgment against the non-prevailing party.
19. Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail or upon receipt, if sent by certified or registered mail, return receipt requested. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
On Behalf of IPS Safety Inc.
On Behalf of the Salesperson
Signed at Vancouver BC V6M 2A4, Canada
On this 09/26/2017
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