Reseller Form

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LS Pro Reseller Agreement

This Agreement is made and effective as of this day of October,2021 between LS PROSYSTEMS , LLC (referred to as LS PRO) located at 4150 Lake Washington Rd, Melbourne, FL 32934 and

with address located at:

Registered LS PRO Reseller or DISTRIBUTOR will be defined in this document as LSPR.

Authorization. LS PRO hereby authorizes and registers as an LSPR, to market, sell, orincorporate for resale LS PRO’s Products listed in the Price Guide attached to this agreement.

Territory. There are no Territorial Restrictions.

Relationship with LSPRs. Registered LSPRs are independent contractors and are not and shall not be deemedto be an employee, legal representative, dealer, general agent, joint venture or partner of LS PRO for any purpose.

Remuneration. will be remunerated at the LS PROFESSIONAL RESELLER Wholesale and/or Commission level as follows:

Personal Sales 20% Wholesale Discount/Commission

The initial 10% Client Discount. On acceptance as a Registered LSPR, will receive aunique discount code JG6988. This code can be used by clients to receive a 10% discount off the RRP asprinted in the attached 2019 Price Guide. This 10% discount code can also be used by LSPR for personalpurchases of products and equipment over and above the 20% Wholesale Discount.

Eg. LS XP1 Port Controller 1 Pad System $1,900 less 10% discount (coupon code) = $1,710 Less 20% LSPR Wholesale Discount = $1,368 to purchase products.

All commissions are calculated off the Net Price offered/paid by the customer (the price after the LSPR 10% Client Discount has been given), and never includes shipping charges and accessories added. For example: If acustomer buys an LS XP1 Port Rechargeable 1 Pad System that retails for $1900 plus $25 shipping, and isgiven the 10% client discount, then the commission is calculated off the net amount of $1710.00 ($1900 less $190). LSPR is paid the relevant commission level as outlined above.

Exception to the 10% Client Discount is covered under “The Exclusive LS Rental Program.”

LSPR Commission Payments are processed on receipt of this signed agreement and a signed W9.

Orders. LSPRs submit all orders for Products to LS PRO either by email to WELLNESS WITHOUT LIMITS’ service email address at: [email protected] OR submit online at www.lsprosystems.com by using the product and shopping cart pages. Orders cannot be taken verbally over the phone. All orders must be in writing and submitted as above or on an approved Order Form supplied by LS PRO.

WELLNESS WITHOUT LIMITS LLC (WWL) is the parent company to LS PRO. All payments are processed and commissions paid through WWL.

Pricing for LSPRs. LSPRs shall pay LS PRO for personal stock at their registered LSPR Discount. This is calculated on the net balance after the initial 10% client discount is discounted off the 2019 LS PRO Price Guide and LS PRO website.

Notice of Price Changes. If LS PRO deems it necessary to change any of the list prices, LS PRO shall give a minimum of one month’s notice before implementing the changes. (Marketing Materials are exempt from this clause as prices can fluctuate).

Payments to LS PRO.

Payments can be made by any of the following methods:

  • Online at using the shopping cart.
  • Electronic Wire Transfer using the supplied bank information by LS PRO.
  • Direct payment through the online emailed invoice. The online Invoice can accept either credit card orbank payments.
  • Mailed Check
  • Credit Card, using the Credit Card Authorization form.
  • Customer Finance

Direct Client Payments. LS PRO can take direct payment from LSPR’s client with any of the payment options/methods above. The LSPR can expect to be paid an override commission once transaction is finalized in accordance with the LS PRO Reseller Agreement.

LSPR Purchase. LSPR can purchase products from LS PRO at their respective wholesale price and sell directly to their clients. In this case, the LSPR must provide LS PRO with their client’s contact details and products purchased with serial numbers to validate the client’s upgraded 1 year LS Premium Warranty.

Revision of Products. LS PRO may revise the list of Products by giving LSPR a minimum of one month’s notice.

Override Commissions. Commissions will be calculated by paying the agreed LSPR commission level on the sale price paid by LSPR’s Client (retail less 10% client discount). LSPR can expect to receive payment in less than 30 days of the Order’s finalization, which includes payment and delivery confirmations.

Unauthorized Discounts. If an extra discount is given by an LSPR over and above the Client Discount 10% to their respective client, or extra products are given away over and above the “LS Offers & Incentives Program” (see document attached), the LSPR’s commission will be affected accordingly by calculating less the extra discount given.

The Exclusive LS Rental Program. The 10% client discount is not offered to any clients who purchase after renting. The 10% either goes to LS PRO if LS PRO have supplied products, administration and taken payment.for the rental, OR goes to the LSPR if the LSPR has provided the products, administration and taken payment. Although rental clients do not qualify for the 10% client discount on the rental program, they still receive all relevant offers and discounts relating to the “LS Offers & Incentives Program.”

Additional Fees AMEX If the LSPR’s client pays for their invoice with an Amex credit card, the client must be informed of the 3% charge, which is added to the purchase price. If the client does not pay the 3% charge, the LSPR will be charged a 3% processing fee to offset the merchant service incurred by LS PRO. The charge will be deducted from the override commission payment. Should the LSPR request expedited shipping, those additional charges will also be deducted from the commission payment calculations (unless LS PRO has caused the delay in shipping and/or authorized the expedited shipping).

Taxes. Payment amounts under this agreement do not include Taxes, and LSPR shall pay all Taxes where applicable to payments between the parties under this agreement.

Shows. There are a number of conventions/shows across the USA where LS PRO’s Head Office will reserve a dedicated fully branded LS booth.

Requirements by LSPR to reserve a conference/show:

  • Provide LS PRO with the Conference/Show details to check show availability at least 1 month in advance.
  • Purchased the Complete LS (subsidized) Marketing Pack (attached to this Agreement).
  • Own a minimum of a Pro-Plus Pack (6 Port 6 Pad system with x2 1 Port Rechargeable Controllers).

If an LSPR books and pays for a dedicated LS Booth at a Show that is available, the LSPR will have first refusal on that specific show the ensuing year. If LSPR does not rebook show, it becomes available for another LSPR to run and own. LSPR earns their agreed commission level at the show and pays all costs to book the show and all costs related to the show. In certain circumstances, agreed ahead of time in writing, LS PRO may have a dedicated LS Booth at a show, and an LSPR will have a separate booth with LS Products and Branding at the same show. In this situation the LSPR does not have first refusal to the show the ensuing year.

If LSPR works on a corporate show booth paid by LSPR, then commission paid on sales would be 50% of their agreed commission level. If show sales cover the cost of the booth and related expenses, a bonus commission will be paid to the LSPR/s on the booth.

Terms and Termination

Initial Term. The term of this agreement will begin on the Date specified in this Agreement, and continue until terminated by LSPR or LS PRO. Termination of agreement must be sent in writing to respective parties.

Termination on Notice. Either party may terminate this agreement for a valid reason by giving 5 Business Days notice to the other party

Payment Obligations. Even after termination or expiration of this agreement, each party shall pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.

No Further Liability. On termination or expiration of this agreement, neither party will be liable to the other party, except for liability that arose before the termination or expiration of this agreement.

Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties according to its terms.

Legal Right. LS PRO has the right to transfer the Products.

Trademarks. LSPR shall not dispute or contest for any reason whatsoever, directly or indirectly, during the term of this Agreement and thereafter, the validity, ownership or enforceability of any of the trademarks of The LS PRO, nor directly or indirectly attempt to acquire or damage the value of the goodwill associated with any of the trademarks of LS PRO, nor counsel, procure or assist any third Party to do any of the foregoing. LSPR will not institute any proceedings with respect to the trademarks of LS PRO either in LSPR’s own name or on behalf of LS PRO without express written permission of LS PRO.

No Infringement ’s. sale of the Products does not infringe on or constitute a misappropriation of the Intellectual Property or other rights of any third party.

Compliance with Laws. Each party shall comply with all applicable Laws relating to professional licensing and treatment prescriptions and notify the other party if it becomes aware of any non-compliance in connection with this section.

Limitation on Liability

Mutual Limitation on Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.

General Provisions

Amendment. This agreement can be amended only in writing and signed by both parties. This contract is governed by the laws of Florida State.

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