Parties:

  • Nonstop Distribution, a business entity organized under the laws of [State/Country], with its principal office located at 1042 E Fort Union Blvd #409, Midvale, UT (“Company”), and
  • Distributor, the individual or business entity electronically accepting this Agreement (“Distributor”).

1. APPOINTMENT

The Company appoints the Distributor as a non-exclusive, independent distributor of its products, including but not limited to sticker packs and rotating display units (“Products”), and the Distributor accepts such appointment under the terms of this Agreement.

2. INDEPENDENT CONTRACTOR STATUS

Distributor operates as an independent contractor and not as an employee, agent, partner, or joint venture of the Company. The Distributor may not bind the Company or represent itself as having authority to act on its behalf.

3. DISTRIBUTION RIGHTS & RESTRICTIONS

  • Distributor may market, promote, and sell Products in accordance with applicable law and company guidelines.
  • Distributor shall not engage in deceptive, unlawful, or unethical practices.
  • Company may provide training, marketing materials, and tools at its discretion.

4. COMPENSATION & COMMISSION STRUCTURE

Distributor shall be compensated based on a tiered commission structure as follows:

  • Rotating Displays: Commission rate varies based on Distributor’s assigned volume tier.
  • Sticker Packs and Other Orders: Commission rate vares based on Distributor’s assigned volume tier.

Tier Assignment and Adjustments
Tiers are assigned based on performance, volume, and number of active accounts, and may be adjusted by the Company at its sole discretion with 15 days’ notice.

Payment Terms
Commissions are paid monthly, within fifteen (20) days following the end of each calendar month. Commissions are based on completed, paid orders, excluding returns, chargebacks, taxes, and shipping.

5. ACCOUNT GROWTH & MINIMUM PERFORMANCE REQUIREMENTS

To maintain eligibility as a Distributor:

  • Distributor must add a minimum of ten (10) new active accounts per month while building toward the initial 300-account threshold to qualify for our Legacy Account Residual Program.
  • If Distributor fails to add ten (10) new accounts per month for three (3) consecutive calendar months, the Company reserves the right to withhold any future residual compensation related to sticker subscription reorders from any previously acquired accounts, effective immediately upon notice.

6. LEGACY ACCOUNT RESIDUALS PROGRAM

Upon successfully establishing and maintaining 300 active subscription accounts (defined below), the Distributor becomes eligible for the Legacy Account Residual Program:

  • Distributor shall retain monthly residual commission payments from those legacy active accounts, as long as:
    • Distributor remains in good standing with the Company;
    • Distributor maintains a positive and responsive relationship with legacy accounts;
    • Distributor continues to support and service those accounts;
    • Distributor continues to onboard an average of 6.25 new active accounts per quarter (25 per year).

Definition of “Active Subscription Account”:
An active account is defined as one that has an active sticker subscription with auto-reorder enabled and at least one successful order in the prior 60 days.

Failure to meet the ongoing growth requirement or active account maintenance may result in the suspension or termination of residual eligibility.

7. TAXES

Distributor is solely responsible for any and all federal, state, or local taxes arising from compensation received under this Agreement.

8. INTELLECTUAL PROPERTY

All intellectual property, including but not limited to trademarks, logos, and marketing materials, remains the sole property of the Company. Distributor receives no ownership rights and may use such materials only as expressly authorized.

9. TERM & TERMINATION

  • This Agreement remains in effect until terminated by either party.
  • Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days’ written notice.
  • Upon termination, Distributor shall cease all use of Company property, return inventory if applicable, and forfeit access to residuals and commissions on reorders unless expressly permitted in writing by the Company.

10. CONFIDENTIALITY

Distributor shall not disclose, share, or misuse any proprietary, financial, or business information obtained during the course of this Agreement.

11. LIMITATION OF LIABILITY

The Company shall not be liable to Distributor for any indirect, incidental, or consequential damages. The total liability of the Company shall not exceed the amount paid to the Distributor in the prior 3 months.

12. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the State of [Insert State], without regard to conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement constitutes the full and final understanding between the parties and supersedes all prior oral or written agreements.

14. MODIFICATIONS TO AGREEMENT

The Company reserves the right to modify, update, or revise the terms of this Agreement at any time. Any such changes shall become effective upon the earlier of:

  • (a) Distributor’s continued participation in the distribution program after notice of the change is provided, or
  • (b) Thirty (30) days after notice is sent to the Distributor via email or posted to the Distributor portal or Company website.

Distributor’s continued sales activity, account management, or acceptance of commission payments following such notice shall constitute binding acceptance of the updated terms.

If the Distributor does not agree to the revised terms, they may terminate this Agreement in accordance with Section 9 (Termination).

15. NON-COMPETE During the term of this Agreement and for a period of twelve (12) months following its termination for any reason, the Distributor agrees not to directly or indirectly:

  • Market, sell, or distribute any sticker products, rotating display systems, or related accessories that are substantially similar to those offered by the Company,
  • Engage or participate in any business or activity that competes with the Company’s products or services within the United States or any region where Distributor conducted business on behalf of the Company,
  • Solicit, contact, or attempt to divert any of the Company’s existing customers, suppliers, or partners for a competing purpose.

This restriction is reasonable in scope and duration, and is necessary to protect the Company’s trade secrets, goodwill, and legitimate business interests. If a court finds any part of this section to be unenforceable, it shall be modified only to the extent necessary to make it enforceable.

16. PAID ADVERTISING (PPC) RESTRICTIONS

Distributor agrees not to engage in pay-per-click (PPC), paid social, display, or search engine advertising that directly targets or bids on:

  • The Company’s brand names, trademarks, or product names (including but not limited to “Nonstop Distribution”, “Smoke Shop Stickers”, or any misspellings or variations thereof),
  • Any keywords that include the Company’s domain names or web properties,
  • Any branded or trademarked keywords associated with Company marketing campaigns.

All paid advertising efforts must be pre-approved in writing by the Company. Unauthorized use of paid advertising that violates this section will result in immediate termination of this Agreement and forfeiture of any unpaid commissions, including residuals.

The Company reserves the right to monitor keyword bidding activity and enforce this provision through ad network complaint processes or legal action, if necessary.

BY SIGNING UP OR CLICKING “I AGREE,” THE DISTRIBUTOR CONFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS.

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