Lux Metal Card Affiliate Program Terms and Conditions
PLEASE READ CAREFULLY THE TERMS OF THIS AFFILIATE AGREEMENT (“AGREEMENT”) AND ONLY CLICK ON THE “I AGREE” BUTTON IF YOU AGREE TO BE BOUND BY THESE TERMS.
BY CLICKING ON THE “I AGREE” BUTTON, YOU AGREE TO BECOME A SALES REPRESENTATIVE OF LUX METAL CARD LLC (HEREINAFTER REFERRED TO AS A “AFFILIATE”) AND YOU ACKNOWLEDGE AND CONFIRM THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, (2) YOU ARE 18 YEARS OF AGE OR OLDER, (3) YOU RESIDE IN THE UNITED STATES, AND (4) YOU ARE AUTHORIZED TO WORK IN THE UNITED STATES.
IF YOU DO NOT AGREE TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT, OR IF YOU DO NOT MEET ALL OF THESE CRITERIA, YOU MUST CLICK ON THE “CANCEL” BUTTON TO DISCONTINUE THE PROCESS OF BECOMING A LUX METAL CARD AFFILIATE.
YOU AGREE THAT WHEN YOU CLICK “I AGREE” TO BECOME A LUX METAL CARD AFFILIATE AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL “SIGN” THIS AGREEMENT ELECTRONICALLY PER THE UNIFORM ELECTRONIC TRANSACTIONS ACT (UETA) AND YOU WILL BE LEGALLY BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW, AS WELL AS THE TERMS OF SERVICE FOUND ON HTTP://WWW.LUXMETALCARD.COM>> AND INCORPORATED HEREIN BY REFERENCE.
We are so pleased to have you join the Lux Metal Card Affiliate Program. In order for you to become a new independent sales representative for us, we need to agree on the terms that will govern our relationship.
1. SERVICES. I understand that Lux Metal Card desires to engage my services as an independent direct sales representative to identify and engage potential customers of Lux Metal Card and sell Lux Metal Card products and services (the “Services”).
2.1 Compensation Terms. I understand and agree that the sole compensation for my performance of the Services by Lux Metal Card will be the sales commission specified in the commission schedule below (“Commission”). I understand and agree that the commission schedule may be modified from time to time in Lux Metal Card sole discretion; provided, however, that any such modification will be on a going-forward basis, and any Commission earned pursuant to the terms in place prior such modification will be paid under previous terms.
a. 10% of every Lux Metal Card sale made through my Affiliate link, excluding sales that involve a third party, such as a Retail, non-profit or other organization, or
b. 7.5% of every Lux Metal Card sale made through my Affiliate link in which another Affiliate or other third party also receives a commission on the sale.
c. Gift Certificates are not eligible for commissions.
2.2 Returns, Purchaser Mistakes, and Refunds. I understand and acknowledge that products and services I purchase for myself, and sales that result in returns shall not generate Commission. Any returns by the purchaser must be made within 15 days.In the unlikely instance that a purchase is refunded after payment is issued, the amount will be deducted from my future commission payment. In the instance of a mistake by the purchaser, sales must be associated with my account via written request within a fifteen (15) days of purchase.I grant Lux Metal Card full discretion as to the amount of Commission I will be paid based on the orders associated with me, and I agree to accept such determination as final.
2.3 Association and Credit for Purchases. The Lux Metal Card Affiliate web application will track all resulting orders and payments from customers.If I believe there is a mistake in the Affiliate web application, I will notify Lux Metal Card within seven (7) business days.
2.4 Payment Terms. Lux Metal Card will make payments to all Affiliate on the 2nd business day of each month, for all associated payments received from customers in the previous calendar month, minus any refunds.
2.5 Referral Bonus Opportunity. If I refer another Affiliate to Lux Metal Card, upon that Ambassador’s completion of $500 worth of commission-generating sales for Lux Metal Card, (not including any refunds) Lux Metal Card will pay me a bonus of $100.This payment will be made to me within 30 days of the $500 sale.
2.3 No Other Payment. I understand that, other than the compensation set forth in Exhibit A, I am not entitled to any other payments under this Agreement, including fees, compensation, royalties, revenue or usage-based payments.
3. RESPONSIBILITIES. I understand and agree that the manner and means used to provide the Services are in my sole discretion and control. However, I will at all times conduct myself with the highest degree of professionalism, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty, and responsibility in my dealings with Lux Metal Card LLC, its staff, customers and other sales representatives. I further understand and agree to all of the following conditions:
a. I will present Lux Metal Card products and services in a truthful and sincere manner and will not engage in any activity or action that may damage Lux Metal Card reputation or the reputation of its products or services.
b. I will not use the Lux Metal Card trademark or trade names as my own, nor will I make any claim of right or try to invalidate any trademarks or trade names owned by or related to Lux Metal Card.
c. I will place orders for Lux Metal Card customers through the Lux Metal Card website and/or mobile application for the full amount due, plus applicable shipping charges.
e. I allow Lux Metal Card to release my name and telephone number in response to a customer’s organization’s request for an Affiliate in their area.
f. I allow Lux Metal Card to perform a background check on me, including character and credit-standing, and I will provide any information that Lux Metal Card requests for the purpose of determining my status as a Lux Metal Card Affiliate.
h. My use of Lux Metal Card trademarks, service marks or logos (the “Marks”) is limited to use in connection with the Lux Metal Card brand. Any promotional materials containing a Marks shall be used only in accordance with brand guidelines furnished by Lux Metal Card in a separate “Brand Guidelines” document, incorporated herein by reference. Any other use of a Mark outside of the Services contemplated by this Agreement requires prior permission, and I will contact Lux Metal Card to obtain such permission. I will not attempt to challenge, cancel, damage, dilute, or make any claim of right to the Marks or any other registered or unregistered materials produced by or created by Lux Metal Card.
4.MATERIALS AND INFORMATION. I agree to provide my own equipment and other materials necessary to perform under this Agreement at my own expense. I understand that Lux Metal Card shall be responsible for all pricing, billing, and shipment of products to any customer.
5. INDEPENDENT CONTRACTOR RELATIONSHIP. I understand that Lux Metal Card is not my employer. My relationship with Lux Metal Card will be that of an independent contractor, and nothing in this Agreement should be construed to create an employer-employee relationship or any other relationship other than that of an independent contractor. I understand I will not be entitled to any of the benefits that Lux Metal Card makes available to its employees, such as group insurance, worker’s compensation, stock options, or retirement plans, and that I will be solely responsible for all tax returns and payments required with respect to my performance of Lux Metal Card and receipt of fees under this Agreement. If applicable, Lux Metal Card will report amounts paid to me for Services by filing Form 1099-MISC with the Internal Revenue Service, as required by law. I understand that Lux Metal Card will not withhold or make payments for social security, unemployment insurance or disability insurance contributions on my behalf. I hereby agree to indemnify and defend Lux Metal Card against any and all such taxes or contributions, including penalties and interest. I agree to accept exclusive liability for complying with all applicable state and federal laws, including laws governing self-employed individuals, if applicable, such as laws relate to payment of taxes, social security, disability, and other contributions based on fees paid to me under this Agreement. I will have no authority to incur any debt, obligation or liability on behalf of Lux Metal Card, and I am not authorized to sign any contracts on Lux Metal Card behalf. I will be responsible for all self-employment, social security, income taxes, and other reports required by my activities as a sales representative for Lux Metal Card. I agree to abide by all federal, state and local laws applicable to my activities in performance under this Agreement. I will, at my own expense, file all reports and obtain any licenses that are required by law or regulation for me to perform my activities under this Agreement or the holding, selling, or advertising of Lux Metal Card products.
6. RESTRICTIONS: I agree that I will not do any of the following without Lux Metal Card written consent, and that it will be a material breach of this Agreement for me to:
a. make any representations or warranties on behalf of Lux Metal Card, other than the ones contained in the Lux Metal Card marketing and promotional information;
b. sell or resell Lux Metal Card products at any price other than the retail prices listed by Lux Metal Card or such other prices as are authorized in writing by Lux Metal Card;
c. fail to follow any of Lux Metal Card policies and procedures that are provided or otherwise communicated to me; or
d. promote Lux Metal Card or Lux Metal Card products through unsolicited or spam emails or otherwise violate any state or federal laws regulating electronic communications.
7. CONFIDENTIAL INFORMATION. To the extent that I am provided access to confidential information of Lux Metal Card, I agree that I will not use or disclose it in any manner other than as necessary to perform my Services under this Agreement, which includes, but is not limited to, my agreement that I will not share such information with competitors of Lux Metal Card. I understand that any information provided to me by Lux Metal Card shall be considered to be confidential information for purposes of this Agreement, unless Lux Metal Card states otherwise in writing, or I otherwise know such information to be publicly available. I also understand that, upon Lux Metal Card request, I shall return to Lux Metal Card all information provided to me by Lux Metal Card, including all copies thereof. I understand that information includes hard-copy documents, as well as electronically stored information and all copies thereof.
8. ASSIGNMENT OF RIGHTS
8.1 Ownership of Work Product. I hereby irrevocably assign to Lux Metal Card all right, title and interest worldwide in any work product that I create, or to which I contribute, pursuant to this Agreement, including all Proprietary Rights contained therein. The term “Proprietary Rights” shall mean all trade secrets, patents, copyrights, trademarks, mask works and other intellectual property rights throughout the world.
8.2 License.For any works created in relation to my performance under this Agreement not falling under Section 9.1 of this Agreement, I grant Lux Metal Card a global, exclusive, irrevocable license to use, reproduce, modify, distribute, and display all such works.This provision shall survive the termination of this Agreement.
Model Release. Independent Contractor grants Lux Metal Card the unlimited right to use, publish, and exhibit in print or digital form any pictures, portraits, digital images, or photographs of the Independent Contractor for use in Lux Metal Card’s portfolio and for advertisements used in Lux Metal Card’s business.
I hereby grant and assign, without further consideration, my entire right, title, and interest (throughout the United States and in all foreign countries), free and clear of all liens and encumbrances, in and to all Intellectual Property developed in relation to this Agreement to Lux Metal Card.Any content or works, including those specifically set forth under 17 U.S.C. § 101, now or later known, that I create under this Agreement shall be the property of Lux Metal Card, and Lux Metal Card may use, reproduce, modify, distribute, or create derivatives thereof.I acknowledge and agree to transfer all right, title, and interest or property rights in any and all Intellectual Property, including, but not limited to, any and all patents, copyrights, trademarks, content, writings, photographs, images, audiovisual works, recordings, systems, methods, processes, uses, notes, records, drawings, or any other development I make or create under or in furtherance of this Agreement.I further agree that I shall perform all further acts necessary to execute such a transfer. I hereby waive any right to take legal action relating to Lux Metal Card’s use of any works created in furtherance of this Agreement.
9.1 Procedure. I understand that I may terminate this Agreement (a) for any reason whatsoever upon thirty (30) days’ prior written notice to Lux Metal Card; or (b) immediately upon written notice to Lux Metal Card if Lux Metal Card is in material breach of this Agreement. Lux Metal Card may terminate this Agreement (a) for any reason whatsoever upon thirty (30) days’ prior written notice to me; or (b) immediately upon written notice to me if I am in material breach of this Agreement.
9.2 Return Of Property. On termination of this Agreement, each party shall immediately return all property belonging to the other Party in its possession, care, and control, including but not limited to: unsold or undistributed product, customer lists, trade secrets, Intellectual Property, equipment, tools, documents, plans, recordings, software, notes, drawings, designs, and all related records or accounting ledgers.
10. GENERAL PROVISIONS
10.9 Entire Agreement. This Agreement is the final, complete and exclusive agreement between Lux Metal Card and me with respect to the subject matter hereof and supersedes and merges all prior discussions between us with respect to such subject matter. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and an authorized representative of Lux Metal Card
10.2 Engagement of Services. I understand and agree that my Services are non-exclusive, and Lux Metal Card reserves the right, in its sole discretion, to engage, employ, or contract with other independent contractors or other third parties regarding services that may be the same or similar to the Services. I understand that I have the right to engage in other professional activities, including the right to sell and/or represent any other company’s products, provided that those products are not in direct or indirect competition with the business of Lux Metal Card. I understand that the fact that I have entered into this Agreement with Lux Metal Card does not obligate me to make myself available to perform the Services for any specific days or times and that I am free to choose the days and times I will be available to provide the Service and perform under this Agreement.
10.3 No Guild Production. I understand and agree that my Services are not in connection with a guild production and that Lux Metal Card is not a signatory to any guild.
10.4Assignment. This Agreement and the Services contemplated hereunder are personal to me. I will not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without written consent. Any attempt to do so shall be void.
10.5 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
10.6 Injunctive Relief. I acknowledge that, because I will have access to confidential information of Lux Metal Card, any breach of this Agreement by me would cause irreparable injury to Lux Metal Card, for which monetary damages would not be an adequate remedy and, therefore, will entitle Lux Metal Card to injunctive relief. The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
10.7 Indemnification and Hold Harmless. To the fullest extent of the law, I shall indemnify, and hold harmless Lux Metal Card, its officers, employees, agents, representatives, consultants, and contractors from and against any and all loss, costs, injuries, penalties, fines, damages, claims, expenses (including attorney’s fees) or liabilities arising out of, resulting from, or in connection with my Services under this Agreement. I shall defend, indemnify, and ensure Lux Metal Card from any and all damages, expenses, or liability resulting from or arising out of any negligence or misconduct by me, or from any breach or default of this Agreement caused or occasioned by my actions or failure to act.
10.8 Notices. Any notice under this agreement may be effected by personal delivery in writing, or by certified or registered mail, postage prepaid with return receipt requested, to the address provided by me to Lux Metal Card. Notice shall be deemed effective once delivered. I shall notify Lux Metal Card in writing if my addresses changes.
10.9Waiver.A waiver of any section of this Agreement shall not be construed as a subsequent waiver of that provision or any other provision hereunder.
10.10 Governing Law, Attorneys Fees, and Exclusive Jurisdiction. This Agreement and any action related thereto will be governed, controlled by, interpreted, and defined by and under the laws of the Commonwealth of Virginia, without giving effect to any conflicts of laws principles that require the application of the law of a different state. Any action brought relating to this Agreement shall be subject to the exclusive jurisdiction of the State and Federal Courts in or for Henrico, Virginia. In the event any litigation, arbitration, mediation or other proceeding (“Proceeding”) is initiated by any party against any other party to enforce, interpret or otherwise obtain judicial or quasi-judicial relief in connection with this Agreement, the unsuccessful party must pay all expenses and actual attorney’s fees relating to or arising out of such Proceeding, and any post-judgment or post-award Proceeding including those to enforce any judgment or award resulting from any such prior Proceeding. Any such judgment or award shall contain a specific provision for the recovery of all such attorneys’ fees, costs, and expenses.