Affiliate/Advertiser
TERMS of SERVICE
AGREEMENT

 

1. DESCRIPTION OF SERVICES. Beginning on XXXX XX, 2022, Affiliate/Advertiser will provide to Lightworker UV the services described in the attached Exhibit A (collectively, the “Services”).

2. PAYMENT. Payment shall be made to Affiliate/Advertiser in the total amount of 10% of the sales price for the Lightworker machine upon completion of Services. In addition to any other right or remedy provided by law, if the client (recipient of the machine) fails to pay for the delivery of goods when due, the Company has the option to treat such failure to pay as a material breach of this Contract and may cancel this Contract and/or seek legal remedies.

3. TERM. This Contract will terminate automatically upon completion by Affiliate/Advertiser of the Services required by this Contract. A one-time sale can complete the term, or a continuation of the term is optional for Affiliate/Advertisers that will extend it to continuous sales. 

4. CONFIDENTIALITY. The Company, and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of The Company, or divulge, disclose, or communicate in any manner, any information that is proprietary to Affiliate/Advertiser. The Company and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Contract. Any oral or written waiver by Affiliate/Advertiser of these confidentiality obligations which allows The Company to disclose Recipient’s confidential information to a third party will be limited to a single occurrence tied to the specific information disclosed to the specific third party, and the confidentiality clause will continue to be in effect for all other occurrences. Upon termination of this Contract, Company will return to Affiliate/Advertiser all records, notes, documentation, and other items that were used, created, or controlled by Company during the term of this Contract.

5. INDEMNIFICATION. Company agrees to indemnify and hold Affiliate/Advertiser harmless from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Recipient that result from the acts or omissions of Company and/or Company’s employees, agents, or representatives.

6. DEFAULT. The occurrence of any of the following shall constitute a material default under this Contract:
7. The failure to make a required payment when due.
8. The insolvency or bankruptcy of either party.
9. The subjection of any of either party’s property to any levy, seizure, general assignment for the

benefit of creditors, application or sale for or by any creditor or government agency.

1. The failure to make available or deliver the Services in the time and manner provided for in this Contract.

7. ATTORNEYS’ FEES AND COLLECTION COSTS. If there is dispute relating to any provisions in this Contract, the prevailing party is entitled to, and the non-prevailing party shall pay, the costs and expenses incurred by the prevailing party in the dispute, including but not limited to all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.

8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail

the nature of the default. The party receiving such notice shall have 15 days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such a time period shall result in the automatic termination of this Contract.

9. FORCE MAJEURE. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, plague, epidemic, pandemic, outbreaks of

infectious disease or any other public health crisis, including quarantine or other employee restrictions, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages or other labor disputes, or supplier failures. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

10. DISPUTE RESOLUTION. The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within 30 days, the parties will resolve the dispute using the below Alternative Dispute Resolution (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator’s award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

11. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

12. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

13. AMENDMENT. This Contract may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

14. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of California.

15. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Contract 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 Contract.

17. ATTORNEY’S FEES TO PREVAILING PARTY. In any action arising hereunder or any separate action pertaining to the validity of this Agreement, the prevailing party shall be awarded reasonable attorney’s fees and costs, both in the trial court and on appeal.

18. CONSTRUCTION AND INTERPRETATION. The rule requiring construction or interpretation against the drafter is waived. The document shall be deemed as if it were drafted by both parties in a mutual effort.

19. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.

 

Name:     AFFILIATE/ADVERTISER’S NAME   

Signature:    ___________________                          
Date:            _________________                          

Name:   Derek Spurlock, CEO    

Signature: _________________              
Date:        ___________________     

Exhibit A:

DESCRIPTION OF SERVICES

The services and expectations to be provided by the Affiliate/Advertiser are as follows:

• Presentation of the Lightworker machine & advertising materials to all interested parties by using the advertisers existing network of exposure to clients.

• Create content on Instagram and other social media platforms featuring The LightwokerUV machine, how it works, and the machine being used. 
• Options to share include: sending videos/photos/content to Affiliate Manager weekly, and tagging @lightworkeruv handle in stories and/or posts featuring their machine and demo examples.
• All featured links and tags should link back to LightworkerUV website and LightworkerUV’s official Instagram or Facebook account. 
• Share any featured blogs, links, Facebook, or other social media that mentions LightworkerUV machine with Affiliate Manager within 24 hours of posting.
• Correspondence of blog links, featured articles, collaborations, photos, videos and any other content will be emailed to Affiliate Manager upon posting, or added to shared media content folder with notice given to Affiliate Manager.

• Promote the exposure of the LightworkerUV machine to potential clients, including social media, virtual events, demonstrations and in person events. 

• Visit physical Client locations (yoga studios, fitness centers, gyms, resorts, hotels)  & demonstrate the Lightworker sanitizing process as appropriate.

• Distribute company approved advertising materials to potential clients by email, or through advertisers existing network.

“Completion of services” is following the sale from start to close, including:

• Completion of google form submitted for commission.
• Introduction by email of studio/contract to Lightworker sales team/Affliliate Manager.
• Communication with Affiliate Manager to ensure shipping/FedEx ground is complete.

 

Exhibit B:

MUTUAL NON-DISCLOSURE AGREEMENT

This AGREEMENT is made this _____  day of ______, between AFFILIATE/ADVERTISER’S NAME  and LightworkerUV, LLC, located at 4525 Charing Cross, Bloomfield Hills, MI 48304.

 

RECITATIONS

AFFILIATE/ADVERTISER’S NAME and LightworkerUV, LLC are conducting discussions to explore and evaluate potential business opportunities related to the LightworkerUV, LLC business and related businesses. In connection therewith, each party may disclose to the other certain confidential and proprietary information. Accordingly, prior to such disclosure, the parties wish to enter into an agreement to protect such information.  

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the ability to disclose and/or receive confidential and proprietary information, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and with the intent to be legally bound, the parties agree as follows:

 

1. Definitions

1. a)    Confidential Information means any information, data, computer software, invention, design, idea, concept, specification, formula, device, equipment, plan, process, document or material, whether tangible or intangible in any form or format (including, without limiting the generality of the foregoing, information relating to strategic information, marketing strategies or plans, information relating to current and potential customers and/or clients, and pricing policies or plans) including without limitation all complete and partial originals, reproductions, copies (handwritten or otherwise), notes and other items (including photographs), which are trade secrets or confidential or proprietary in nature and which are (i) disclosed in writing, in any type of electronic media, or other tangible form by the Disclosing Party to the Receiving Party and such writing or other tangible form is designated thereon as “confidential” or (ii) disclosed by the Disclosing Party to the Receiving Party other than in writing or other tangible form and such disclosure is reduced to a writing or other tangible form which is designated thereon as “confidential” and delivered to the Receiving Party within ten (10) days after such disclosure, provided, however, that Confidential Information does not include information which:

    

(1)    is or becomes available to the public through no breach of this Agreement;

(2)    was previously known by the recipient;

(3)    is or was received from a third party;

(4)    is independently developed by the recipient without the use of Confidential Information of the Disclosing Party;

(5)    is approved for release by written authorization of the Disclosing Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization;

(6)    is required by law or regulation to be disclosed, but only to the extent and for the purposes of such required disclosure; or

(7)    is disclosed in response to a valid order of a court or other governmental body of the United States or any political subdivisions thereof, but only to the extent of and for the purposes of such order; provided, however, that the Receiving Party shall use their best efforts to first notify the Disclosing Party of the order.

1. b)    Disclosing Party means the party to this Agreement that discloses Confidential Information to the Receiving Party.

1. c)    Receiving Party means the party to this Agreement that receives Confidential Information from the Disclosing Party.

1. d)    Employee has its normal business meaning and includes third parties retained for temporary administrative, clerical, programming, or management support.

1. e)    Need to Know means that the person requires the Confidential Information in order to perform his or her responsibilities in connection with the potential business relationship.

2. Use and Protection of Confidential Information:  The Receiving Party acknowledges the economic value to the Disclosing Party of all Confidential Information.  For a period of 12 months after receiving Confidential Information, the Receiving Party shall:

  

1. a)    use the Confidential Information only for the purpose of evaluating the potential business relationship;

1. b)    restrict disclosure of the Confidential Information solely to those employees or authorized representatives of such party and its affiliates with a “need to know” and not disclose it to any other person or entity without the prior written consent of the Disclosing Party;

1. c)    advise those personnel who gain access to Confidential Information of their obligations with respect to the Confidential Information; 

1. d)    make only the number of copies of the Confidential Information necessary to disseminate the Confidential Information to those personnel who are entitled to have access to it, and ensure that all confidentiality notices set forth on the Confidential Information are reproduced in full on such copies;

1. e)    safeguard the Confidential Information with the same degree of care to avoid unauthorized disclosure as recipient uses to protect its own confidential and private information;

1. f)    immediately upon the request of the Disclosing Party, the Receiving Party shall furnish to the Disclosing Party all complete and partial originals and copies of the Confidential Information.

3. Non Circumvention:  This is to confirm that each of the undersigned, jointly and severally, their affiliates and assignees confirm that any corporation, division, subsidiary, employees, agents or consultants, or assignees thereof will under no circumstance make any contact with, deal with or otherwise involve in any investment or purchase transaction the parties defined herein, without written permission of the introductory party.   Recipient agrees not to directly or indirectly circumvent, avoid or bypass LightworkerUV, LLC regarding any opportunity presented to or with Recipient by LightworkerUV, LLC.

4.     No License or Other Arrangement; No Export

1. a)    All Confidential Information, including all originals, copies; reproductions and/or summaries thereof shall remain the property of the Disclosing Party.  Further, the Disclosing Party retains all rights and remedies afforded it under patent, copyright, trade secret, trademark, other intellectual property rights and other laws of the United States and the states thereof or any applicable foreign countries including without limitation any laws designed to protect proprietary or confidential information.

1. b)    No license is granted by this Agreement, nor shall any license be implied, nor is any right under any patent, patent application, trade secret, know-how or other intellectual property right of the Disclosing Party granted by this Agreement except the right to use the Confidential Information in accordance with this Agreement.

1. c)    Nothing contained in this Agreement or in any discussions undertaken or disclosures made pursuant hereto shall (i) be deemed a commitment to engage in any business relationship, contract or future dealing with the other party, or (ii) limit either party’s right to conduct similar discussions or perform work similar to that undertaken pursuant hereto, so long as said discussions or work do not violate this Agreement.

1. d)    Each party acknowledges its obligation to control access to and/or exportation of technical data under the applicable export laws and regulations of the United States, and each party agrees to adhere to and comply with the laws and regulations with respect to any technical data received under this Agreement.

5. Remedies:  Both parties agree that an impending or existing violation of any provision of this Agreement would cause the Disclosing Party irreparable injury for which monetary damages may not be sufficient remedy, and that the Disclosing Party shall be entitled to seek immediate injunctive relief prohibiting such violation, in addition to any other rights and remedies available to it.

6. Assignment:  Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.  Any assignment made without such written consent shall be void.

7. Waiver:  Failure of either party to enforce, at any time, any provision of this Agreement shall not constitute a waiver of such provision in any way or of the right of such party at any time to avail itself of such remedies as it may have for any breach or breaches of such provision.

8. Governing Law: This Agreement shall be governed by the laws of the State of Michigan.

9. Entire Agreement; Amendment:  This Agreement represents the entire and integrated agreement between the parties hereto and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, with respect to the subject matter hereof.  This Agreement may be amended only by written instrument signed by both parties hereto.

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute this Agreement, effective as of the date first above written.

               

Name:     AFFILIATE/ADVERTISER’S NAME   

Signature:    ___________________                          
Date:            _________________                          

Name:   Derek Spurlock, CEO    

Signature: _________________              
Date:        ___________________