AFFILIATE AGREEMENT & TERMS OF SERVICE

 

Grid Down LLC desires to have the services of Affiliate.

 

Affiliate is willing to be affiliated with Grid Down LLC as an independent contractor. Therefore, the parties agree as follows:

 

1. AFFILIATION. Grid Down LLC shall engage Affiliate as an independent contractor. Affiliate shall provide services to Grid Down LLC as directed by Grid Down LLC or any subsequent business entity evolving from Grid Down LLC. Affiliate accepts and agrees to such engagement and agrees to be subject to the production expectations, advice and direction of Grid Down LLC and Grid Down LLC’s personnel.

 

1. 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 Grid Down LLC. Such services shall be provided at such place(s) as the needs, business or opportunities of Grid Down LLC may require from time to time

 

1. COMMISSION PAYMENTS. Grid Down LLC will make commission payments to Affiliate based on seven percent (7%) of Sale Price of Grid Down products. Commissions will be paid monthly on the tenth (10th) day of the month two months after the sales commissions where earned. Example: July sales commissions will be paid on the 10^th of September. Grid Down’s affiliate software tracks all sales in which the customer used the affiliates coupon to purchase Grid Down products. Sales commissions will only reflect in the affiliate software after the Grid Down products have shipped to the customer.

 

1. Accounting. Grid Down LLC shall maintain records in enough detail for purposes of determining the amount of the commission. Grid Down LLC 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 +- 8% accuracy due to returns, change in transactions, chargebacks, and other online purchase related reasons.

 

1. Right to Inspect. Affiliate or Affiliate’s agent shall have the right to inspect Grid Down LLC’s records for the limited purpose of verifying the calculation of the commission payments, subject to such restrictions as Grid Down LLC may reasonably impose to protect the confidentiality of the records. Such inspections shall be made during reasonable business hours as may be set by Grid Down LLC.

 

1. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Affiliate will be encouraged to provide Grid Down LLC with any information, suggestions and recommendations regarding Grid Down LLC’s business of which Affiliate has knowledge, that will be of benefit to Grid Down LLC.

 

1. CONFIDENTIALITY. Affiliate recognizes that Grid Down LLC 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 Grid Down LLC. 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 Grid Down LLC. 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.

 

1. CONFIDENTIALITY AFTER TERMINATION OF AFFILIATION. The confidentiality provisions of this Agreement shall remain in full force and effect for a period of three (3) years after the termination of Affiliate’s services pursuant to this Affiliate Agreement.

 

1. AFFILIATE’S INABILITY TO CONTRACT FOR GRID DOWN LLC. Affiliate shall not have the right to enter into any contracts or commitments for or on behalf of Grid Down LLC without first obtaining the express written consent of Grid Down LLC.

 

1. 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 Grid Down LLC upon thirty (30) days written notice, and by Affiliate upon thirty (30) days written notice. If Affiliate is in violation of this Agreement, Grid Down LLC 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.

 

1. RETURN OF PROPERTY. Upon termination of this Agreement, Affiliate shall promptly deliver to Grid Down LLC, all property which is Grid Down LLC’s property or related to Grid Down LLC’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.

 

1. 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:

 

Grid Down LLC

13914 198th Rd. Holton Kansas, 66436

Addresses may be changed from time to time by either party by providing written notice.

 

1. 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.

 

1. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

 

1. 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.

 

1. 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.

 

1. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Kansas.

 

1. Ethical Marketing and Fair Business Practices: At Grid Down, our goal is to maintain the highest of ethical standards in marketing our Products, and we expect our Resellers to do the same. Authorized Grid Down Resellers and Affiliates are expected to generate their own marketing materials without copying and duplicating work done by other Resellers. Marketing material produced by Grid Down Resellers and Affiliates must be approved prior to public distribution.  Marketing Material created by Grid Down can be used by all Authorized Grid Down Resellers and Affiliates, but should not be modified without written permission from Grid Down.  Furthermore, we reserve the right to terminate our business relationship with any Reseller/Affiliate if we determine that they are not abiding by fair and reasonable business practices.

 

1. 3rd Party Online Marketplace Selling Policy (Amazon, Ebay, Walmart, Etc.): Authorized Grid Down Resellers and Affiliates are not permitted to sell Grid Down Products through third party online “Marketplace” sites. All Authorized Grid Down Resellers and Affiliates are permitted to sell Grid Down Products on their own online website ecommerce platform.

 

1. Physical Marketplace / Box Store Sales / Co-Ops (Walmart, Home Depot, Lowes, Menards, Etc.): Authorized Grid Down Resellers are not permitted to sell Grid Down Products through physical third party marketplaces, box stores, or Co-Ops without written consent from Grid Down.

 

1. Online Paid Marketing: Authorized Grid Down Resellers and Affiliates are not permitted to used paid online advertising to sell Grid Down products. Paid advertising to sell Grid Down via print media and radio is authorized but all ad creatives/copy/scripts must be approved by Grid Down via written permission prior to print /distribution/broadcasting.

 

1. Minimum Advertised Pricing (MAP): Authorized Grid Down Resellers and Affiliates are not permitted to advertise Grid Down below the MAP price provided. MAP pricing is subject to change and Resellers/Affiliates agree to adjust MAP pricing within 30 days of notification of an Grid Down MAP pricing change. MAP pricing is the prices shown on the products pages of the website.