SUBCONTRACTOR SERVICES AGREEMENT
Version 2.0 - October 16, 2026
This Subcontractor Services Agreement (this "Agreement") is made and entered into as of the date it is countersigned by Voigt (the "Effective Date") by and between Voigt Industries, LLC, a Wyoming limited liability company doing business as Customization Station ("Voigt"), and the business identified in the application or signature block accompanying this Agreement (the "Service Provider") (individually, a "Party," and collectively, the "Parties").
Voigt sells firearm customization services, including Cerakote and other coatings, laser engraving, stippling, and related finishing work (the "Customization Services"), directly to retail customers ("Customers") through self-service kiosks owned by Voigt and placed at licensed retail firearms dealers ("Dealers") (each, a "Kiosk"). Voigt engages independent subcontractors (referred to in Voigt's customer Terms and Conditions of Sale as "Vendors") to perform the Customization Services that Voigt sells. This Agreement governs Service Provider's engagement as one of those subcontractors and its access to Voigt's service provider portal, Kiosk listings, and related technology (collectively, Voigt's "Platform").
1. Relationship with Voigt.
1.1 Engagement as Subcontractor. Voigt engages Service Provider, on a non-exclusive basis, as an independent subcontractor to perform the Customization Services ordered by Customers through the Kiosk and assigned to Service Provider under this Agreement. Voigt is the sole seller and merchant of record for all Customization Services. Each Customer contracts only with Voigt, under Voigt's customer Terms and Conditions of Sale (the "Customer Terms"). No contract is formed between Service Provider and any Customer, and Service Provider shall not hold itself out as the seller of any Customization Services ordered through the Kiosk.
1.2 Independent Contractor. The Parties are independent business enterprises. This is not an employment agreement, and Service Provider and its personnel are not employees of Voigt. Service Provider controls the manner and means of performing the Customization Services, subject to the Specifications and Quality Standards described in Section 4. Service Provider is solely responsible for its personnel, including their wages, benefits, taxes, and workers' compensation. Nothing in this Agreement creates any employment, partnership, joint venture, franchise, or agency relationship, and Service Provider has no authority to make or accept offers or representations, accept payments, issue refunds, or make warranties on Voigt's behalf.
1.3 No Minimum Volume. Voigt does not guarantee any number of Orders. Service Provider decides which Customization Options it will be listed for and may pause its listing through the Platform, provided that Service Provider shall complete every Work Order it has accepted. Service Provider shall not discriminate against any Customer or Dealer in violation of applicable law.
2. Platform Access.
2.1 License. Subject to this Agreement, Voigt grants Service Provider a non-exclusive, non-transferable, non-sublicensable license during the Term to use the Platform solely to receive and perform Work Orders and to access related services.
2.2 Account. Service Provider shall create and maintain one account on the Platform, unless Voigt permits otherwise in writing. All information Service Provider provides must be accurate, current, and complete. Service Provider is responsible for all activity on its account, shall not share its login credentials, and shall notify Voigt and change its password immediately if it believes its account has been improperly accessed. Voigt is not responsible for any loss arising from the sharing or compromise of Service Provider's credentials.
2.3 Authority. Service Provider represents and warrants that it has full authority to enter into this Agreement and that the person accepting it is an authorized representative with authority to bind Service Provider.
2.4 Background Checks. Voigt may collect and verify information about Service Provider, its owners, and its responsible persons during onboarding and from time to time during the Term, and Service Provider shall pass the background and other checks Voigt reasonably requires, which may be performed by third parties. Service Provider authorizes Voigt to provide copies of such checks to insurers, regulators, and governmental authorities as lawfully requested.
3. Pricing, Orders, and Acceptance.
3.1 Price Ranges and Net Order Amount. Voigt will publish on the Platform a price range for each Customization Option. Service Provider may select its price within that range for each Customization Option it offers (the "Service Provider Rate"). The Service Provider Rate becomes the price Voigt charges Customers for those Customization Options, excluding sales and use taxes and any disassembly and shipping fee (the "Net Order Amount"), and is Voigt's price for its services to the Customer. Voigt may change any price range on thirty (30) days' notice through the Platform, and changes will apply only to Orders placed after the effective date.
3.2 Work Orders. When a Customer selects Service Provider for an Order and pays Voigt, Voigt will issue a work order to Service Provider through the Platform describing the selected Customization Options, artwork, firearm, and delivery details (a "Work Order"). Service Provider shall accept or decline each Work Order within one (1) business day. A Work Order that is not declined within that period is deemed accepted. Service Provider may decline a Work Order only for a legitimate reason, such as legal restriction, safety, an unsuitable firearm, or unlawful or infringing artwork.
3.3 Firearm Review. Service Provider shall inspect each firearm within one (1) business day after receipt and notify Voigt through the Platform of any pre-existing damage, safety issue, legal concern, or reason the Work Order cannot be performed as specified, before beginning work. Absent timely notice, the firearm is deemed received in the condition shown in the Dealer's intake photographs.
3.4 Non-Circumvention. Service Provider shall not solicit, accept, or perform work for any Customer first introduced to Service Provider through the Platform except through the Platform, for so long as this Agreement is in effect and for twelve (12) months after its termination. Service Provider shall not use any Customer or Dealer information except to perform the applicable Work Order.
4. Performance Standards.
4.1 Quality Standards. Service Provider shall perform all Customization Services in a professional and workmanlike manner consistent with best industry standards, free from defects in materials and workmanship, in strict conformity with the Work Order (the "Specifications"), and in compliance with Voigt's published quality, intake, packaging, and photography standards, as updated from time to time (the "Quality Standards"). Service Provider shall use only coatings, materials, and equipment appropriate for firearms and shall follow the manufacturer's application and curing instructions.
4.2 Certifications. Service Provider represents, warrants, and covenants that it has the expertise and experience to perform the Customization Services, and that it is and will remain during the Term a Cerakote Certified Applicator for any Cerakote work and holds any other manufacturer certification required for the Customization Options it offers.
4.3 Turnaround. Service Provider shall complete each Work Order and ship the firearm back to the Dealer within the turnaround time Service Provider posts on the Platform for the applicable Customization Option, which shall be no less than thirty (30) and no more than sixty (60) days after receipt of the firearm, and in no event later than sixty (60) days after receipt. Service Provider shall promptly notify Voigt through the Platform of any anticipated delay.
4.4 Documentation. Service Provider shall photograph each firearm upon receipt and upon completion, record the serial number and Work Order number, and upload the photographs to the Platform before return shipment.
4.5 Equipment and Costs. Service Provider is responsible for, and bears all costs of, the facilities, equipment, tools, materials, personnel, licenses, and insurance needed to perform the Customization Services.
4.6 Customer Complaints and Criminal Offenses. Service Provider shall notify Voigt within twenty-four (24) hours of any Customer complaint or incident it learns of relating to a Work Order and shall cooperate with Voigt's investigation and resolution. Service Provider shall also notify Voigt within twenty-four (24) hours if Service Provider or any of its responsible persons is arrested for, charged with, or convicted of a criminal offense.
5. Compliance with Laws.
Service Provider is solely responsible for identifying, understanding, and complying with, at its sole cost: (i) all federal, state, and local laws and regulations, including the National Firearms Act of 1934 (26 U.S.C. Chapter 53), as amended, the Gun Control Act of 1968 (18 U.S.C. Chapter 44), as amended, the regulations of the Bureau of Alcohol, Tobacco, Firearms and Explosives, the Arms Export Control Act and International Traffic in Arms Regulations to the extent applicable, workplace safety and environmental laws governing coatings, chemicals, and waste, and laws governing the collection, use, security, and transfer of personal data; (ii) all laws governing the receipt, possession, marking, recordkeeping, shipment, and return of firearms; and (iii) this Agreement (collectively, the "Requirements"). Service Provider shall obtain and maintain every license, permit, and registration required to perform the Customization Services, including any required federal firearms license, special occupational tax status, and registration with the U.S. Department of State Directorate of Defense Trade Controls. Service Provider shall not remove, alter, or obscure any serial number or required marking on any firearm. Service Provider shall notify Voigt within twenty-four (24) hours of any suspension, revocation, warning conference, or adverse inspection finding relating to any license. Service Provider shall not access the Platform or accept Work Orders while not in compliance with the Requirements. Voigt has no obligation to monitor Service Provider's compliance.
6. Custody and Risk of Loss.
From the time a firearm is delivered to Service Provider (or to a carrier for delivery to Service Provider) until it is delivered back to the Dealer, Service Provider is responsible for the firearm's safekeeping, security, and lawful handling and bears the risk of its loss, theft, damage, or seizure, except for seizure caused solely by the Customer's legal ineligibility. Service Provider shall ship each completed firearm back to the Dealer using a carrier and method permitted by law, insured for the firearm's full declared value, at the cost allocated in the Fee Schedule. Service Provider shall promptly submit and pursue, under its own insurance, any claim for loss of or damage to a firearm during this period, and shall reimburse Voigt for any amount Voigt pays or credits to a Customer on account of such loss or damage.
7. Warranty; Customer Claims.
7.1 Service Provider Warranty. Service Provider warrants to Voigt that all Customization Services will conform to Section 4.1 for three hundred sixty-five (365) days after the firearm is made available to the Customer for pickup, and in any event for no less than the warranty period Voigt provides to Customers under Section 14 of the Customer Terms (the "Warranty Period"). This warranty is made to Voigt, supports the warranty Voigt provides to its Customers, and may be enforced by Voigt for the benefit of any Customer.
7.2 Voigt Determines Responsibility. Customer claims are submitted through the Dealer to Voigt. Voigt will forward each claim to Service Provider, and Service Provider shall respond within two (2) business days. Voigt will have final authority, as between the Parties, to determine the remedy provided to the Customer and whether the claim is attributable to Service Provider, the Dealer, or neither.
7.3 Rework. If Voigt determines that Customization Services are nonconforming ("Nonconforming Work"), Service Provider shall, at its sole cost, including all shipping in both directions, promptly re-perform or correct the Nonconforming Work and complete such correction within ten (10) business days after receiving the firearm, or such other period as Voigt reasonably requires.
7.4 Refunds and Replacement Work. If Service Provider fails or is unable to correct the Nonconforming Work within the required time, if the correction fails, or if Voigt reasonably determines that a refund is required by the Customer Terms or applicable law, Voigt may refund the Customer or have the work re-performed by another service provider (or by Voigt's own personnel), and Service Provider shall reimburse Voigt for the refund amount or for all reasonable costs and expenses of the replacement work, as applicable.
7.5 Chargebacks. Voigt will manage all Customer payment disputes. Service Provider shall provide documentation Voigt requests within three (3) business days and shall reimburse Voigt for all chargebacks, dispute fees, processing fees, and related costs arising from Service Provider's work, delay, error, loss of or damage to a firearm, or breach of this Agreement.
7.6 Setoff. Voigt may set off any amount Service Provider owes Voigt under this Agreement against any Subcontract Fees or other amounts payable to Service Provider. Any shortfall is due within fifteen (15) days after Voigt's invoice.
8. Compensation.
8.1 Subcontract Fee. For each Completed Work Order, Voigt will pay Service Provider a subcontract fee equal to eighty percent (80%) of the Net Order Amount for the Customization Options performed, less any setoffs permitted by this Agreement, as further described in the Fee Schedule attached as Exhibit A (the "Subcontract Fee"). A Work Order is "Completed" when the customized firearm has been returned to the Dealer and the seven (7) day inspection period under Section 4(c) of the Customer Terms has ended without a pending claim.
8.2 Voigt's Own Funds. The Subcontract Fee is compensation paid by Voigt from Voigt's own funds for services Service Provider performs for Voigt. All payments made by Customers are the sole property of Voigt. Service Provider has no ownership interest in any Customer payment, and no Customer payment is held by Voigt in trust for or on behalf of Service Provider.
8.3 Payment Timing. Voigt will pay each Subcontract Fee by ACH to Service Provider's account on file within thirty (30) days after the Work Order is Completed, with a statement of the Work Orders paid and any deductions or setoffs.
8.4 No Customer Payments. Service Provider shall not invoice, collect, or accept any payment, deposit, or tip from any Customer or Dealer for any Work Order, and shall direct any Customer payment inquiry to Voigt. No Subcontract Fee is earned on any Work Order that is cancelled or declined before work begins.
8.5 Membership Fee. In exchange for access to the Platform and Kiosk listings, Service Provider shall pay Voigt the monthly membership fee for the membership level it selects in the Membership Addendum (the "Membership Fee"). The first Membership Fee is due on the Effective Date (prorated for the remainder of that month), and each subsequent Membership Fee is due on the first day of each month. If Service Provider fails to pay by the fifth (5th) day of the month, Voigt may deduct the Membership Fee from any Subcontract Fees payable to Service Provider. If the Subcontract Fees then payable are insufficient, Voigt may suspend Service Provider's listings or terminate this Agreement upon notice. Voigt may increase the Membership Fee upon written notice (the "Fee Increase Notice"). If Service Provider does not deliver written notice of its intent to terminate this Agreement within ten (10) days after receipt of the Fee Increase Notice, the increase will take effect on the first day of the following month.
8.6 Taxes. Voigt will collect from Customers and remit all sales and use taxes due on the Customization Services it sells. Because Service Provider performs the Customization Services for Voigt for resale, Voigt will provide Service Provider a resale or exemption certificate valid in the applicable state, and Service Provider shall not charge Voigt sales tax on Subcontract Fees. Service Provider is solely responsible for all taxes on its own income, including the Subcontract Fees, and shall provide Voigt a completed IRS Form W-9.
9. Insurance.
Service Provider shall maintain, at its own expense, with insurers rated A- or better by A.M. Best: (a) commercial general liability insurance, including products and completed operations coverage, of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; (b) bailee's customers or inland marine insurance covering Customer firearms in Service Provider's care, custody, or control and in transit on shipments arranged by Service Provider, of at least $250,000 per occurrence; (c) workers' compensation insurance as required by law; and (d) such other coverage as Voigt reasonably requires on thirty (30) days' notice. The general liability policy shall name Voigt as an additional insured, shall be primary and non-contributory, and shall include a waiver of subrogation in favor of Voigt. Service Provider shall deliver certificates of insurance to Voigt before accepting any Work Order and upon each renewal, and shall give Voigt at least thirty (30) days' notice of any cancellation or material reduction in coverage. Service Provider is responsible for all deductibles and self-insured retentions. Service Provider's insurance obligations do not limit its indemnification obligations.
10. Indemnification.
10.1 Service Provider Indemnity. Service Provider shall defend, indemnify, and hold harmless Voigt and its members, managers, officers, employees, contractors, and representatives from and against all claims, liabilities, losses, damages, fines, penalties, causes of action, demands, and expenses (including reasonable attorneys' fees) by reason of, based upon, relating to, or arising out of: (a) the Customization Services performed by or for Service Provider; (b) any loss of, damage to, or seizure of a firearm for which Service Provider is responsible under Section 6; (c) Service Provider's failure to comply with the Requirements; (d) Service Provider's breach of any representation, warranty, or covenant in this Agreement; (e) any claim that Service Provider's processes or materials infringe a third party's rights; or (f) the negligent, wanton, or willful acts or omissions of Service Provider or its agents, employees, contractors, or representatives. THIS INDEMNITY APPLIES EVEN IF A CLAIM IS ALLEGED TO ARISE IN PART FROM THE NEGLIGENCE OF AN INDEMNIFIED PARTY, BUT NOT TO THE EXTENT A COURT OR ARBITRATOR FINALLY DETERMINES THAT THE CLAIM WAS CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF AN INDEMNIFIED PARTY.
10.2 Procedure. Voigt shall promptly notify Service Provider of any claim for which it seeks indemnification. Service Provider may defend the claim with counsel reasonably acceptable to Voigt, provided that no settlement imposing any obligation or admission on Voigt may be made without Voigt's written consent. Voigt may, at its election, control the defense of any claim asserted by a Customer or governmental authority against Voigt, at Service Provider's expense.
11. Information and Confidentiality.
11.1 User Information. Service Provider may receive Customer and Dealer names, contact information, locations, firearm information, and license information, and Customers and Dealers may receive identifying information that Service Provider provides through the Platform (collectively, "User Information"). Service Provider shall use User Information solely to perform the applicable Work Order, shall not contact any Customer except as needed to perform a Work Order or with Voigt's consent, and shall protect User Information as Confidential Information. Violation of these obligations may also violate law and result in civil or criminal penalties.
11.2 Confidential Information. Each Party may receive confidential information of the other or of third parties, including User Information, Work Order volumes, pricing, Service Provider Rates, Subcontract Fees, marketing and business plans, and other non-public business, financial, technical, and operational information that is designated as confidential or that the receiving Party should reasonably understand to be confidential ("Confidential Information"). Confidential Information does not include information that: (a) was in the receiving Party's lawful possession before disclosure, as shown by written records, and was not obtained directly or indirectly from the disclosing Party; (b) is lawfully disclosed to the receiving Party by a third party without restriction; or (c) is independently developed by the receiving Party without use of the Confidential Information, as shown by written records.
11.3 Obligations. Each Party shall: (a) not use the other Party's Confidential Information except to perform this Agreement; (b) not disclose it except to its employees, officers, contractors, agents, and service providers who need to know it to perform this Agreement and are bound in writing by confidentiality obligations at least as protective as this Section; and (c) return or destroy it upon termination or upon request, subject to applicable law and required record retention. The unauthorized use or disclosure of Confidential Information would cause irreparable harm, and the disclosing Party may obtain immediate equitable relief, in addition to any other remedy.
11.4 Voigt Information. Voigt may collect and disclose information from or about Service Provider as described in Voigt's Privacy Notice. Any suggestions, comments, or other feedback Service Provider provides about Voigt or the Platform may be used by Voigt for any purpose without obligation.
12. Branding, Media, and Ratings.
12.1 Voigt Branded Materials. Except as required by law, Service Provider is not required to display Voigt's name or logo. Voigt grants Service Provider a limited license to display Voigt-branded materials provided directly by Voigt ("Authorized Voigt Branded Materials") solely to identify Service Provider as a subcontractor performing Customization Services sold by Voigt. Service Provider shall not use, buy, sell, or transfer any other Voigt-branded materials without Voigt's prior written permission, and shall not represent itself as Voigt's employee or agent.
12.2 Media License. Service Provider grants Voigt a non-exclusive, royalty-free license during the Term and for twelve (12) months thereafter to use photographs and media of Service Provider's completed Work Orders, and Service Provider's business name and logo, to display Service Provider in the Kiosk and to market Voigt's services.
12.3 Ratings. Customers and Dealers may be asked to rate Service Provider's work, and Service Provider may be asked to provide feedback about Dealers. Ratings are not confidential, and Voigt may use and display them as described in Voigt's Privacy Notice. Voigt has no obligation to verify Ratings and may consider them in deciding whether to continue listing Service Provider.
12.4 Communications. Service Provider agrees that Voigt may contact it by e-mail, telephone, or text message, including by automated means, at the numbers and addresses provided for its account. Service Provider may opt out of text messages by replying "STOP," except for messages relating to suspected fraud, safety, or unlawful activity.
13. Intellectual Property.
Voigt reserves all rights not expressly granted in this Agreement. The Kiosk, the Platform, and all data gathered through them, including all intellectual property rights therein (the "Platform IP"), are and remain the property of Voigt and/or its licensors. Neither this Agreement nor Service Provider's use of Voigt's or its licensors' company names, logos, product or service names, trademarks, service marks, trade dress, or copyrights ("Voigt Names, Marks, or Works") conveys to Service Provider any rights in them except the limited licenses expressly granted above. Service Provider shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, sell, resell, transfer, or lease any part of the Platform IP or Authorized Voigt Branded Materials; (b) reverse engineer or attempt to extract the source code of Voigt's software, except as allowed by law; (c) use any Voigt Names, Marks, or Works for any purpose other than performing Work Orders; (d) create or register any business, URL, domain name, application name, or social media handle or profile that includes any Voigt Names, Marks, or Works or any confusingly similar name or mark; (e) purchase keywords that contain any Voigt Names, Marks, or Works; (f) apply to register or claim ownership in any Voigt Names, Marks, or Works or any confusingly similar name or mark; (g) run any program or script to extract, index, survey, or otherwise mine any part of the Platform or Voigt's data; or (h) aggregate Voigt's data with that of any competitor. Customer artwork supplied for a Work Order may be used solely to perform that Work Order.
14. Disclaimers; Limitation of Liability.
14.1 Platform Disclaimer. VOIGT PROVIDES THE PLATFORM "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, AND DOES NOT GUARANTEE THAT THE PLATFORM WILL RESULT IN ANY WORK ORDERS OR BE ACCURATE, SECURE, UNINTERRUPTED, OR ERROR-FREE. VOIGT DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY LAW. ANY USE OF ALGORITHMS TO MATCH OR DISPLAY SERVICE PROVIDERS DOES NOT CONSTITUTE A GUARANTEE OF ANY KIND.
14.2 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR LOSS OF BUSINESS. VOIGT'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE SUBCONTRACT FEES PAID TO SERVICE PROVIDER DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE LIMITATIONS IN THIS SECTION 14.2 SHALL NOT APPLY TO SERVICE PROVIDER'S OBLIGATIONS UNDER SECTIONS 3.4, 6, 7, 9, 10, AND 11.
15. Term and Termination.
15.1 Term. This Agreement begins on the Effective Date and continues until terminated under this Section 15 (the "Term").
15.2 Termination by Service Provider. Service Provider may terminate this Agreement without cause on sixty (60) days' prior written notice to Voigt, or under Section 8.5 following a Fee Increase Notice, or immediately upon written notice if Voigt materially breaches this Agreement and fails to cure the breach within fifteen (15) days after notice.
15.3 Termination by Voigt. Voigt may terminate this Agreement without cause on thirty (30) days' written notice. Voigt may temporarily deactivate Service Provider's account without notice to investigate whether Service Provider has engaged in activity that is deceptive, fraudulent, unsafe, illegal, harmful to Voigt's brand, business, or reputation, or that violates this Agreement (a "Material Breach or Violation"), and may terminate this Agreement immediately upon notice if Voigt determines that a Material Breach or Violation has occurred or if any license required under Section 5 is suspended, revoked, surrendered, or expires.
15.4 Effect of Termination; Survival. Upon termination, each Party remains responsible for its liabilities and obligations that accrued before or as a result of termination. Unless Voigt directs otherwise, Service Provider shall complete all accepted Work Orders under this Agreement, or return the affected firearms to the Dealers in compliance with law at Service Provider's cost. Service Provider's warranty, rework, reimbursement, insurance (for claims arising from Work Orders performed during the Term), and indemnification obligations continue after termination. Service Provider shall return or destroy any Authorized Voigt Branded Materials. Sections 1.2, 3.4, 6, 7, 8.2, 9 through 14, 15.4, and 16 through 18 survive any termination or expiration of this Agreement.
16. Governing Law; Dispute Resolution.
This Agreement shall be governed by the laws of the State of Texas, without regard to conflict of laws rules. Any claim or controversy arising out of this Agreement or its breach, including any dispute about the nature of the Parties' relationship, shall be settled by final and binding arbitration on an individual basis under the Commercial Arbitration Rules of the American Arbitration Association in Kendall County, Texas, and judgment on the award may be entered in any court of competent jurisdiction. Neither Party may bring or participate in any class, collective, or representative action against the other. The arbitrator shall award the prevailing Party its costs and fees, including administrative fees, arbitrator fees, expenses, witness fees, and reasonable attorneys' fees. Nothing in this Section prevents either Party from seeking injunctive relief to protect its Confidential Information or intellectual property in any court of competent jurisdiction.
17. Notices.
All notices to Voigt shall be in writing and sent by certified mail, return receipt requested, overnight courier, or e-mail with confirmation of transmission to: Voigt Industries, LLC, Attn: Clint Voigt, 347 FM 289 Building A, Comfort, Texas 78013, Email: clint@customizationstation.com, with a copy (which shall not constitute notice) to Clark Hill PLC, Attn: Joe Struble, 2301 Broadway, San Antonio, Texas 78215, Email: jstruble@clarkhill.com. Notices to Service Provider may be given electronically through the Platform or to the e-mail address for its account, or by mail to its business address in its application.
18. Miscellaneous.
18.1 Modification. Voigt may update its Quality Standards, Fee Schedule, and other policies referenced in this Agreement on thirty (30) days' notice through the Platform. Changes apply only to Work Orders issued after the effective date. If Service Provider objects, it may terminate this Agreement under Section 15.2. Any other amendment must be in a writing accepted by both Parties.
18.2 Severability. If any provision of this Agreement is invalid or unenforceable, it shall be replaced with a valid provision that achieves, as closely as possible, the same effect, and the remaining provisions shall remain in full force and effect.
18.3 Assignment and Subcontracting. Voigt may assign this Agreement, in whole or in part, without Service Provider's consent. Service Provider shall not assign this Agreement or subcontract any Customization Services without Voigt's prior written consent, and any attempted assignment or subcontract without consent is void.
18.4 Interpretation. "Including" means "including, but not limited to."
18.5 Entire Agreement. This Agreement, including Exhibit A, the Membership Addendum, Service Provider's application, and the Quality Standards and policies referenced herein, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings, including any prior Platform Access Agreement between the Parties.
18.6 No Third-Party Beneficiaries. Except as provided in Section 7.1, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns.
18.7 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts and accepted and signed electronically, including through Voigt's online application. Electronic signatures and records shall have the same legal effect as original signatures and paper records.
IN WITNESS WHEREOF, Voigt and Service Provider have executed this Agreement as of the Effective Date.
VOIGT INDUSTRIES, LLC d/b/a CUSTOMIZATION STATION
By: ______________________________
Print Name: ______________________________
Title: ______________________________
SERVICE PROVIDER: ______________________________
By: ______________________________
Print Name: ______________________________
Title: ______________________________
EXHIBIT A - FEE SCHEDULE
Allocation of each Net Order Amount, paid or retained by Voigt from its own funds: Subcontract Fee to Service Provider, 80%; referral fee to the Dealer, 15%; retained by Voigt, 5%. Sales and use tax is collected and remitted by Voigt and is not part of the Net Order Amount. The disassembly and shipping fee is reimbursed by Voigt to the Dealer and is not part of the Net Order Amount.
Return shipping and insurance to the Dealer: included in the Service Provider Rate and paid by Service Provider.
Payment timing: by ACH within thirty (30) days after the Work Order is Completed.
MEMBERSHIP ADDENDUM
Service Provider's membership level determines which Kiosks display Service Provider as an available Service Provider. Distances are measured in a straight line from the shop address in Service Provider's application, as updated in writing. Voigt may adjust the Kiosks included in a level only as permitted by Section 8.5.
Basic: $200 per month. Service Provider is listed at Kiosks located within one hundred (100) miles of Service Provider's shop address.
Pro: $500 per month. Service Provider is listed at Kiosks located within one thousand (1,000) miles of Service Provider's shop address.
Elite: $1,000 per month. Service Provider is listed nationwide at all Kiosks.