1. Appointment
LAUNCH Boat Protection hereby appoints Reseller as a non-exclusive reseller of its products and/or services (“Products”), subject to the terms and conditions of this Agreement.
2. Independent Contractor
Reseller shall operate as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship. Reseller is not entitled to benefits provided by LAUNCH Boat Protection to its employees.
3. Responsibilities of Reseller
- Market and promote LAUNCH Boat Protection’s Products in a professional and ethical manner.
- Use reasonable efforts to generate sales of the Products.
- Not make any representations, warranties, or guarantees with respect to the Products other than those authorized by LAUNCH Boat Protection.
- Comply with all federal, state, and local laws, regulations, and licensing requirements applicable to the marketing and sale of service contracts and warranties.
- Clearly and accurately disclose all terms, conditions, limitations, and exclusions of the warranty Products to customers in compliance with regulatory guidelines.
- Reseller shall have no authority to modify, waive, or alter any terms of the warranty Products, nor to bind LAUNCH Boat Protection in any manner not explicitly authorized in writing.
4. Compensation
- For direct-to-consumer sales, Reseller shall receive a commission of [10%] of net sales revenue (less taxes and fees) received by LAUNCH Boat Protection from sales of Products directly resulting from Reseller’s efforts. Commission will be paid on each policy as it is renewed for the duration of the policy lifetime.
- Commissions will be paid on a quarterly basis, within [30] days following the end of the payment period.
- LAUNCH Boat Protection reserves the right to deduct refunds, chargebacks, or other credits from future commission payments.
5. Term and Termination
- This Agreement shall commence on the Effective Date and continue until terminated by either party with [30] days’ written notice.
- LAUNCH Boat Protection may terminate this Agreement immediately upon breach by Reseller.
6. Taxes
- Reseller shall be solely responsible for payment of all federal, state, and local taxes, including income taxes and self-employment taxes arising from commissions earned under this Agreement.
7. Confidentiality
Reseller agrees not to disclose or use any confidential information provided by LAUNCH Boat Protection except as necessary to carry out the purposes of this Agreement. Confidential information includes, but is not limited to, customer lists, pricing, marketing strategies, and technical information.
8. Intellectual Property
Reseller shall have no rights in or to LAUNCH Boat Protection’s trademarks, trade names, logos, or other intellectual property, except as expressly permitted in writing by the Company.
9. Limitation of Liability
LAUNCH Boat Protection shall not be liable to Reseller for any incidental, indirect, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages. LAUNCH Boat Protection shall also not be liable for any damages to person or property resulting from Reseller’s conduct in the course of doing business under this Agreement.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of law provisions.
11. Entire Agreement
This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements or understandings, written or oral, relating to the subject matter herein. This Agreement may not be amended except in writing signed by both parties.
12. Non-Solicitation
During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, Reseller agrees that they will not, directly or indirectly:
- Solicit or attempt to solicit any of LAUNCH Boat Protection’s clients or customers with whom Reseller had material contact during the term of this Agreement for the purpose of providing products or services that compete with those of LAUNCH Boat Protection;
- Induce or attempt to induce any employee, contractor, or agent of LAUNCH Boat Protection to terminate their relationship with the Company;
- Employ or engage, or attempt to employ or engage, any current or former employee or contractor of LAUNCH Boat Protection without the prior written consent of the Company.
This provision shall survive the termination of this Agreement and shall be enforceable to the fullest extent permitted by applicable law.
13. Indemnification
Reseller agrees to indemnify and hold harmless LAUNCH Boat Protection from any claims, damages, fines, or penalties arising out of Reseller’s misrepresentation of the warranty Products, or failure to comply with legal requirements applicable to the sale or administration of such Products.