This D2C Partner Terms & Conditions (“Terms & Conditions”) is entered into by and between 100ZERO and the D2C PARTNER, as defined in the D2C Partner Agreement and are collectively referred to as the “Parties,” and individually as a “Party.”
100ZERO, a distributor, has business agreements (“Supplier Agreements” or “Supplier Terms & Conditions”) to market, sell, and provide additional services and products for a variety of suppliers (“Suppliers”) through various marketing channels. These channels include direct sales by 100ZERO, contracted D2C Partners, and D2C Partners.
Therefore, the D2C PARTNER acknowledges and agrees to the following:

1 Entire Agreement
1.1 Entire Agreement: The D2C Partner Agreement and the Terms & Conditions, including any attachments, exhibits, or schedules, constitutes the entire agreement between the Parties regarding the subject matter herein. It supersedes all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral, between the Parties concerning the subject matter of the D2C Partner Agreement and the Terms & Conditions.
1.2 Cross-Reference to D2C Partner Terms & Conditions: The Terms & Conditions are an integral part of the D2C Partner Agreement between 100ZERO and D2C PARTNER and is intended to provide specific details related to pricing, payment terms, and all other relevant obligations referenced within both these Terms & Conditions and the D2C Partner Agreement.
1.3 Governing Terms & Conditions: Unless expressly modified or supplemented by these Terms & Conditions, all terms, conditions, and provisions of the D2C Partner Agreement remain in full force and effect and shall govern any matters not explicitly addressed herein. In the event of any conflict between the provisions of the D2C Partner Agreement and these Terms & Conditions, the terms of these Terms & Conditions shall prevail.
1.4 No Reliance on Prior Representations: The Parties acknowledge that they are not relying on any representations, statements, or warranties, whether oral or written, not expressly included in these Terms & Conditions. Any prior discussions or understandings are deemed merged into and superseded by these Terms & Conditions.
1.5 Modification: Any modification, amendment, or addition to these Terms & Conditions shall be binding only if made in writing and signed by both Parties or their authorized representatives. No modification shall be enforceable unless executed in writing by an authorized representative of each Party. Oral agreements or amendments are not valid or binding.
1.6 Waiver of Oral Modifications: The Parties expressly waive any right to claim that these Terms & Conditions has been modified by oral agreement or by course of conduct. All modifications must be in written form, signed by both Parties, to be valid and enforceable.

2 Relationship of Parties
2.1 Independent Contractor: The relationship between 100ZERO and D2C PARTNER is that of an independent contractor. D2C PARTNER operates independently as a D2C Partner/consultant and is not an employee, franchisee, agent, or representative of 100ZERO. D2C PARTNER shall not be entitled to any employee benefits, protections, or obligations typically afforded to employees of 100ZERO.
2.2 No Authority to Bind: D2C PARTNER has no express or implied authority to act on behalf of, or bind, 100ZERO in any manner, including entering into contracts, assuming obligations, or making representations. Any action taken by D2C PARTNER outside the scope of these Terms & Conditions will be the sole responsibility of D2C PARTNER, and 100ZERO will bear no liability.
2.3 No Franchise or Employment Relationship: These Terms & Conditions expressly disclaims any relationship between the Parties resembling a franchisor-franchisee or employer-employee dynamic. D2C PARTNER is solely responsible for its business operations, marketing, expenses, and decisions.
2.4 Compliance and Legal Obligations: D2C PARTNER agrees to comply with all applicable local, state, and federal laws, including but not limited to tax, employment, and insurance obligations. D2C PARTNER is required to maintain all necessary licenses, permits, and insurance coverage, including but not limited to general liability and workers’ compensation insurance, to satisfy the requirements for individual contractors or businesses.

3 Territory
3.1 Right to Solicit Orders: D2C PARTNER is granted the non-exclusive right to solicit orders for products and services from potential End-Users within the territories defined by the Supplier Agreements, or as specifically outlined in D2C Partner Agreement of these Terms & Conditions.
3.2 Territorial Restrictions: D2C PARTNER agrees to operate strictly within the defined territories as set forth in the Supplier Agreements. Any solicitation or sales activities outside the assigned territories without prior written approval from 100ZERO will be considered a breach of these Terms & Conditions.
3.3 Territorial Expansion: D2C PARTNER may request territorial expansion in writing, subject to 100ZERO’s approval. Any expansion or modification to the assigned territory must be mutually agreed upon and documented in an amended D2C Partner Agreement, which will become part of these Terms & Conditions.
3.4 Exclusive Rights: D2C PARTNER acknowledges that 100ZERO may grant similar rights to other wholesalers or D2C Partners within or outside the same territories. However, 100ZERO reserves the right, at its discretion, to grant exclusive territories or products to high-performing wholesalers based on performance metrics set forth by 100ZERO.
3.5 Performance-Based Territory Adjustments: 100ZERO reserves the right to adjust the D2C PARTNER’s territory based on performance reviews. If D2C PARTNER consistently fails to meet performance targets as outlined in D2C Partner Agreement, 100ZERO may reduce the assigned territory or reassign certain territories to other parties.

4 100Zero Right of Refusal
4.1 Discretionary Right: 100ZERO reserves the right, in its sole and reasonable discretion, to refuse any business, sale, or request submitted by the D2C PARTNER for any reason, including but not limited to concerns over creditworthiness, compliance with these Terms & Conditions, or market viability.
4.2 Right to Review Orders: All orders submitted by D2C PARTNER are subject to review and approval by 100ZERO. Approval or rejection of orders will be communicated to the D2C PARTNER within 1 business day of submission.
4.3 No Obligation to Accept: 100ZERO is under no obligation to accept any orders, regardless of previous history, volume, or D2C PARTNER’s standing, if such orders do not align with 100ZERO’s business strategy, supplier agreements, or operational capacity.
4.4 Limited Recourse: In the event 100ZERO exercises its right of refusal, D2C PARTNER agrees that no damages, penalties, or claims may be made against 100ZERO for such refusal. D2C PARTNER shall have no recourse against 100ZERO for any business loss resulting from the refusal.

5 Grant of D2C Partnership
5.1 Non-Exclusive Rights: 100ZERO grants D2C PARTNER a non-exclusive right to purchase, market, and resell 100ZERO products and services subject to the terms and conditions of these Terms & Conditions.
5.2 Authorization of Other Sellers: 100ZERO retains the right, at its sole discretion, to authorize other wholesalers, D2C Partners, or its own affiliated entities to market, sell, or perform any or all of the functions that D2C PARTNER performs under these Terms & Conditions. This includes granting overlapping rights within the same territory or product line.
5.3 Products and Services Availability: D2C PARTNER understands that 100ZERO, at its sole discretion, may determine which products and services will be available for purchase and resale. D2C PARTNER’s rights to purchase and resell are limited to the products and services 100ZERO makes available during the term of these Terms & Conditions.
5.4 Limitations on Rights: The grant of D2C Partnership under these Terms & Conditions does not convey any rights of ownership or exclusive control over 100ZERO’s products, services, or intellectual property. D2C PARTNER is not granted any rights to alter, modify, or create derivative works from 100ZERO’s products or services without prior written consent.
5.5 Compliance with Supplier Terms & Conditions: D2C PARTNER agrees that all sales activities, marketing efforts, and resales will comply with the terms of the Supplier Terms & Conditions under which 100ZERO operates. D2C PARTNER shall not engage in any activities that violate these agreements or create potential liabilities for 100ZERO.

6 D2C PARTNER Responsibilities
6.1 D2C PARTNER agrees to the following responsibilities to maintain its status under these Terms & Conditions:
6.1.1 Service Standards: D2C PARTNER shall provide prompt, professional-level service to all clients who have purchased 100ZERO products and services from D2C PARTNER. D2C PARTNER is responsible for Tier 1 customer support, including addressing initial inquiries and troubleshooting. 100ZERO will provide Tier 2 in-depth support for its own products and services exclusively to D2C PARTNER, available Monday through Friday, 9 AM to 5 PM MST, via email at [email protected].
6.1.2 Compliance with Laws: D2C PARTNER agrees to comply with all present and future applicable federal, state, county, and local laws, ordinances, and regulations. D2C PARTNER is solely responsible for ensuring that its operations, sales practices, and marketing efforts are in compliance with such laws. Failure to comply with any applicable regulations will constitute a breach of these Terms & Conditions.

7 Price
7.1 Wholesale Pricing: The wholesale prices to be paid by D2C PARTNER for 100ZERO’s products and services shall be established by 100ZERO and outlined in D2C Partner Agreement. 100ZERO retains the sole right to adjust wholesale prices at any time, with reasonable notice provided to D2C PARTNER. Any changes to the pricing will be effective as specified in D2C Partner Agreement.
7.2 Manufacturer’s Suggested Retail Price (MSRP): 100ZERO shall establish the Manufacturer’s Suggested Retail Price (MSRP) for all products and services, which will also be outlined in D2C Partner Agreement. D2C PARTNER agrees to use the MSRP as a guideline and must maintain a reasonable resale pricing structure that aligns with the guidelines established by 100ZERO.
7.3 Right to Adjust Prices: 100ZERO reserves the exclusive right to adjust both the wholesale prices and the MSRP at its sole discretion. Any price changes, including but not limited to changes to the wholesale pricing and MSRP, will be communicated to D2C PARTNER with a minimum notice of 30 days, unless otherwise specified in D2C Partner Agreement.
7.4 Reasonable Resale Pricing: D2C PARTNER must maintain a resale pricing structure that reflects market conditions and 100ZERO’s guidelines. D2C PARTNER shall not sell any product or service below the established wholesale price unless explicitly authorized by 100ZERO in writing.
7.5 Plan Costs: Specific details regarding the pricing of plans are outlined in D2C Partner Agreement. D2C PARTNER agrees to comply with the pricing structures and terms specified in D2C Partner Agreement, which may be amended by 100ZERO from time to time.
7.6 Shipping Costs: D2C PARTNER shall bear full responsibility for all shipping costs incurred in the delivery of hardware and related products. Shipping charges will be calculated based on the delivery location, method, and any specific instructions provided by D2C PARTNER. 100ZERO will coordinate the shipping process and provide D2C PARTNER with tracking information upon shipment. Any expedited shipping requests or changes made to standard delivery processes will be at D2C PARTNER’s expense. D2C PARTNER further agrees that shipping costs will be included on the invoice and subject to the same payment terms as the associated hardware purchase.

8 Payment and Credit Terms
8.1 Payment Terms for Hardware Purchases
8.1.1 All payments for hardware purchases made under accepted Purchase Orders (POs) are due in accordance with Net 30 terms. Payment shall be made via Automated Clearing House (ACH) transfer, which is the standard and preferred payment method. D2C PARTNER is required to ensure payment is received by 100ZERO within 30 calendar days from the date of the invoice. If the 30th calendar days falls on a weekend or a recognized holiday, payment will be due on the preceding business day.
8.1.1.1 Credit Card Payments: Should D2C PARTNER opt to make a payment via credit card rather than ACH, a 3% surcharge will be added to the total invoice amount to cover processing fees. This surcharge will be reflected in the invoice and must be paid in full along with the outstanding balance at the time of the transaction.
8.1.2 Failure to comply with these payment terms may result in the suspension of services, delayed processing of future orders, or a late fee of 5% of the outstanding balance will be applied to any overdue payments exceeding 1 business day past the due date. This fee is in addition the other fees & penalties described in the D2C Partner Terms & Conditions. Repeated late payments may result in a reassessment of D2C PARTNER’s credit terms, a reduction in available credit limits and other fees and penalties as described in the D2C Partner Terms & Conditions.
8.2 Payment Terms for Monthly Data Plans
8.2.1 Monthly data plans associated with the hardware are prepaid and must be paid in advance for continued service. Payment for each month’s data plan is due by the 5th calendar day of each month. If the 5th falls on a weekend or a recognized holiday, payment will be due on the preceding business day.
8.2.2 Preferred Payment Method: Payments for data plans are to be made via ACH transfer, which is the standard payment method for these services.
8.2.2.1 Credit Card Payments: If D2C PARTNER chooses to make data plan payments via credit card, a 3% surcharge will be applied to the total amount due for that month’s data plan. This surcharge will be reflected in the invoice and must be paid along with the total balance at the time of the credit card transaction.
8.2.3 Failure to make payments by the due date may result in service interruption, suspension of the data plan, a late fee of 5% of the outstanding balance will be applied to any overdue payments exceeding 1 business day past the due date. This fee is in addition the other fees & penalties described in the D2C Partner Terms & Conditions. Repeated late payments may result in a reassessment of D2C PARTNER’s credit terms a reduction in available credit limits, and other fees and penalties as described in the D2C Partner Terms & Conditions or termination of services. D2C PARTNER will be responsible for any disruption caused by late payment.
8.3 Credit Limit for Hardware Purchases
8.3.1 D2C PARTNER is approved for a credit limit of $0 for hardware purchases, subject to ongoing credit reviews by 100ZERO. D2C PARTNER may submit POs up to the approved limit. Once this limit is reached, no additional orders will be processed until payments are made to bring the account within the available credit limit.
8.4 Right to Adjust, Suspend or Revoke Credit: 100ZERO reserves the exclusive right, at its sole discretion, to increase, suspend, reduce, or revoke D2C PARTNER’s credit privileges at any time. This action may be taken based on payment history, creditworthiness, non-compliance with the terms of these Terms & Conditions, or any other reasonable factors determined by 100ZERO.
8.5 Accounts Under Credit Suspension: Should 100ZERO suspend or revoke credit, D2C PARTNER will be notified in writing, and all future purchases must be made on a prepayment basis, either via ACH or credit card (subject to the 3% surcharge). The suspension of credit will not relieve D2C PARTNER of its obligation to settle any outstanding balances under previously submitted orders.

9 Warranty
9.1 Standard Warranty: 100ZERO shall provide a limited one-year warranty on all products sold to D2C PARTNER’s customers (“End Users”). This warranty covers defects in materials and workmanship under normal use during the warranty period.
9.2 Supplier Warranty Terms: The specific terms and conditions of the warranty are dictated by the Supplier agreements that govern the products. D2C PARTNER acknowledges that 100ZERO’s warranty obligations are limited to the extent permitted by the Suppliers. Details of the warranty provided by the Suppliers are available upon request
9.3 Limitations of Warranty: The warranty does not cover any product damage caused by misuse, abuse, accidents, modifications, or any use not in accordance with the Supplier’s or 100ZERO’s guidelines. Additionally, the warranty excludes coverage for normal wear and tear, cosmetic damage, or damages resulting from improper storage or transportation.
9.4 Warranty Claims: D2C PARTNER is responsible for handling initial warranty claims from End Users. D2C PARTNER agrees to work with 100ZERO and the Supplier to facilitate the warranty claims process. Any warranty claim must be reported to 100ZERO within 3 business days of D2C PARTNER receiving notice from the End User.
9.5 No Implied Warranties: Except as expressly provided herein or in the Supplier agreements, 100ZERO disclaims all other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. D2C PARTNER acknowledges that 100ZERO provides no warranty beyond the scope of what is provided by the Supplier.

10 Acknowledgment of 100ZERO’s SUPPLIER’S Intellectual Property
10.1 Ownership of Intellectual Property: D2C PARTNER hereby acknowledges and agrees that all products, trademarks, copyrights, trade secrets, and proprietary processes related to 100ZERO’s Suppliers and their products shall remain the sole and exclusive property of 100ZERO and its Suppliers. D2C PARTNER does not, by these Terms & Conditions or otherwise, acquire any license, ownership, or rights to use these intellectual properties, except as expressly granted herein.
10.2 Restrictions on Use of Intellectual Property: D2C PARTNER is prohibited from using any trademarks, copyrights, trade secrets, or proprietary processes owned by 100ZERO or its Suppliers in any manner, including but not limited to, sales and advertising, business or corporate branding (i.e., on letterhead, business cards, websites, etc.), unless explicit written permission is granted by 100ZERO or the applicable Supplier.
10.3 Authorized Use: D2C PARTNER is only permitted to use 100ZERO’s Supplier trademarks and intellectual property to identify itself as an “Authorized D2C Partner” of 100ZERO’s products and services. Any such use must comply with guidelines provided by 100ZERO or its Suppliers.
10.4 Reporting Violations: In the event that D2C PARTNER becomes aware of any violation of 100ZERO’s or its Suppliers’ copyrights or trademarks by a third party, D2C PARTNER agrees to promptly notify 100ZERO in writing, providing full details of the violation.
10.5 Confidentiality of Intellectual Property: D2C PARTNER acknowledges that all intellectual property provided by 100ZERO, including but not limited to trademarks, copyrights, trade secrets, proprietary processes, and other confidential information, shall remain confidential. D2C PARTNER agrees not to disclose, distribute, or utilize such intellectual property in any unauthorized manner.
10.6 Remedies for Breach: In the event of any breach of this provision by D2C PARTNER, 100ZERO reserves the right to seek injunctive relief, liquidated damages, and any other legal or equitable remedies available under the law. D2C PARTNER acknowledges that such breaches may cause irreparable harm to 100ZERO and its Suppliers, and monetary damages alone may not be an adequate remedy.

11 Indemnification
11.1 Indemnification by D2C PARTNER: D2C PARTNER agrees to indemnify, defend, and hold harmless 100ZERO, its officers, directors, employees, agents, suppliers, and affiliates (collectively, the “Indemnified Parties”) from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or related to:
11.1.1 D2C PARTNER’s breach of these Terms & Conditions or any warranties, representations, or covenants made herein;
11.1.2 Any negligent, reckless, or willful misconduct by D2C PARTNER or its employees, agents, or contractors;
11.1.3 Any violation of federal, state, or local laws, regulations, or ordinances by D2C PARTNER in connection with its performance under these Terms & Conditions;
11.1.4 D2C PARTNER’s unauthorized use of any intellectual property, trade secrets, or confidential information provided by 100ZERO or its Suppliers; and
11.1.5 Any claims made by D2C PARTNER’s customers, D2C Partners, or other third parties based on the products or services sold by D2C PARTNER, except to the extent such claims result directly from defects in the products or services provided by 100ZERO or its Suppliers.
11.2 Notice of Claim: In the event that an Indemnified Party seeks indemnification under this section, it shall promptly notify D2C PARTNER in writing of the claim, lawsuit, or other action giving rise to the claim. D2C PARTNER shall immediately take control of the defense and settlement of such claim, including the employment of counsel reasonably satisfactory to the Indemnified Party. D2C PARTNER shall not settle any claim without the prior written consent of the Indemnified Party if such settlement requires the Indemnified Party to admit liability or pay any amounts.
11.3 Cooperation: The Indemnified Party agrees to cooperate fully with D2C PARTNER in the defense of any claim, including providing access to information, documents, and personnel that may be necessary to assist D2C PARTNER in defending the claim.
11.4 Indemnification by 100ZERO: Subject to the limitations of liability set forth in these Terms & Conditions, 100ZERO agrees to indemnify and hold D2C PARTNER harmless from and against any third-party claims solely arising from defects in the products or services provided directly by 100ZERO. This indemnification obligation does not extend to claims arising from D2C PARTNER’s negligence, misconduct, or failure to comply with the terms of these Terms & Conditions.
11.5 Limitation of Liability: The indemnification obligations of D2C PARTNER and 100ZERO under these Terms & Conditions are subject to the Limitation of Liability provisions in Section13 Disclaimer and Limitation of Liability, which shall apply to all claims, losses, and liabilities related to or arising under this section.

12 D2C PARTNER’S Representations and Warranties
12.1 Authority and Capacity: D2C PARTNER represents and warrants that it has full legal and corporate power and authority to enter into these Terms & Conditions, execute and deliver all documents related hereto, and perform its obligations under these Terms & Conditions. D2C PARTNER further represents that the execution, delivery, and performance of these Terms & Conditions do not and will not conflict with or violate any provision of its organizational documents or any agreement to which it is a party.
12.2 Compliance with Laws: D2C PARTNER represents and warrants that it has carefully reviewed these Terms & Conditions and that its use of the products and services rendered hereunder shall be designed, installed, furnished, and maintained in full compliance with all applicable federal, state, and local laws, administrative and regulatory requirements, including but not limited to any applicable industry standards and codes. D2C PARTNER shall be solely responsible for applying for, obtaining, and maintaining all necessary licenses, registrations, permits, and certifications required by any authority having jurisdiction over its operations or business activities under these Terms & Conditions.
12.3 No Impairment: D2C PARTNER represents and warrants that entering into these Terms & Conditions and performing its obligations hereunder will not impair its ability to carry out other contractual obligations or violate any law, regulation, or existing contractual relationship with any third party.
12.4 Due Diligence and Suitability: D2C PARTNER acknowledges that it has conducted due diligence in evaluating the products and services provided by 100ZERO and that its decision to enter into these Terms & Conditions is based on its own independent assessment of the suitability of the products and services for its business operations. D2C PARTNER agrees that it is solely responsible for the suitability, installation, and maintenance of the products and services for its own and its customers’ purposes.
12.5 No Misrepresentations: D2C PARTNER represents and warrants that all information it has provided to 100ZERO, including financial information, is true, accurate, and complete. D2C PARTNER further represents that it will not make any false or misleading representations regarding the products or services offered by 100ZERO, and agrees to promptly notify 100ZERO of any changes to the information provided during the term of these Terms & Conditions.

13 Changes to Products or Services
13.1 Assumption of Risk by D2C PARTNER: D2C PARTNER acknowledges that any changes or modifications it makes to its customers’ firewall settings, equipment, or services—whether requested by the customer or initiated by D2C PARTNER—may result in reduced levels of security, including but not limited to the potential for unsecured access to customer networks.
13.2 Liability for Changes: In the event D2C PARTNER requests or implements any such changes to firewall settings, equipment, or services, D2C PARTNER assumes full responsibility for any risks, liabilities, or damages that may result from the changes. This includes, but is not limited to, security breaches, data loss, system downtime, or other network vulnerabilities that may arise from such modifications.
13.3 No 100ZERO Liability for Unauthorized Changes: D2C PARTNER understands and agrees that 100ZERO shall not be liable for any losses, damages, or liabilities arising from changes or modifications made by D2C PARTNER or its customers to products or services. D2C PARTNER shall not hold 100ZERO responsible for any diminished performance, security failures, or network vulnerabilities caused by unauthorized or improperly implemented changes.
13.4 Notice of Changes: D2C PARTNER agrees to promptly notify 100ZERO in writing of any significant changes made to customers’ equipment, firewall settings, or services that may affect the performance or security of the products provided by 100ZERO. Failure to provide notice does not relieve D2C PARTNER of any liability for such changes.

14 Disclaimer and Limitation of Liability
14.1 Data Transmission Security: D2C PARTNER acknowledges that data transmission security services provided by 100ZERO or its Suppliers are not foolproof and cannot be guaranteed. 100ZERO makes no guarantees regarding the security or uninterrupted availability of such services. Neither 100ZERO nor its Suppliers shall be liable for any damages, including but not limited to data loss or damage, arising from the use of these services. This exclusion does not apply to any warranties or service level agreements (SLAs) specifically provided by 100ZERO for communication services under these Terms & Conditions.
14.2 Limitation of Liability for Services and Hardware: D2C PARTNER understands and agrees that 100ZERO provides services, hardware, software, and documentation to D2C PARTNER “as-is,” with no express or implied warranties. 100ZERO shall not be held liable for any delay in service commencement, failure of services (including beta services), or issues arising from third-party hardware or software used in connection with 100ZERO services. D2C PARTNER accepts full responsibility for ensuring that any third-party software or hardware meets their requirements, and acknowledges that 100ZERO assumes no obligation to correct errors in third-party software.
14.3 Warranty Disclaimers: Neither 100ZERO nor its Suppliers make any warranties, whether express or implied, including but not limited to warranties of merchantability, title, non-infringement, or fitness for a particular purpose. All warranties are expressly disclaimed unless otherwise specified in these Terms & Conditions or the Supplier agreements.
14.4 Limitation on Damages: 100ZERO’s liability under these Terms & Conditions, whether arising from contract, tort, or any other legal theory, shall not exceed the total amount of fees paid by D2C PARTNER to 100ZERO during the term of these Terms & Conditions. Under no circumstances shall 100ZERO or its licensors be liable for any indirect, special, incidental, or consequential damages, including loss of profits, business interruptions, or loss of data, even if 100ZERO has been advised of the possibility of such damages.
14.5 Compliance and Reporting: D2C PARTNER acknowledges that any compliance-related reports, including PCI, HIPAA, or other security compliance reports, provided by 100ZERO are intended for illustrative purposes only. These reports are not a substitute for comprehensive audits or professional compliance services, and D2C PARTNER agrees that additional procedural and technological measures may be required to meet full compliance. 100ZERO is not a licensed auditor and does not guarantee full compliance based solely on its reporting.
14.6 Third-Party Services Disclaimer: 100ZERO disclaims all warranties, express or implied, with respect to third-party services or products provided by its Suppliers. This includes any warranties of merchantability, title, non-infringement, or fitness for a particular purpose. 100ZERO shall not be liable for damages or disruptions arising from the use or failure of third-party services, and D2C PARTNER agrees to hold 100ZERO harmless from any claims related to such services. D2C PARTNER acknowledges that third-party services are provided “as-is” without any guarantees.
14.7 D2C PARTNER Responsibility for Security Audits: D2C PARTNER agrees that it is responsible for auditing and verifying any security changes, updates, or requests related to compliance before approving or making any changes to 100ZERO products or services. D2C PARTNER accepts full responsibility for the impact of such changes on their own network or security environment.

15 Disconnection of Services, Deactivation of Device(s), and Late Fee(s)
15.1 Payment Requirements: D2C PARTNER agrees that all payments for hardware and monthly services are due as specified in the invoice. All data plans are pre-paid and must be paid in full before the activation process is initiated. Payments for equipment purchases shall be set up via ACH, and D2C PARTNER is required to maintain a valid credit card on file for monthly data plans.
15.2 Disconnection for Late Payment: In the event that payment is not received by 100ZERO within 5 days of the payment due date, 100ZERO reserves the right to disconnect monthly services and deactivate the device(s) associated with the unpaid account. D2C PARTNER will be responsible for any disruptions caused by the deactivation of services.
15.3 Late Fees and Penalties: If payment for services remains unpaid for more than 5 days past the due date, D2C PARTNER agrees to pay a late fee of 5% of the outstanding amount for each month the payment remains overdue. In the event of two or more instances of late payment within a 12-month period, 100ZERO reserves the right to adjust D2C PARTNER’s payment terms to require prepayment for all future orders and services. Additionally, 100ZERO may charge a recurring penalty of 10% of the overdue amount for each subsequent month the payment remains unpaid.
15.4 Notice of Non-Payment: 100ZERO will notify D2C PARTNER in writing of any non-payment, providing D2C PARTNER with a 5-day grace period to rectify the payment deficiency. If payment is not made within this time frame, 100ZERO may immediately deactivate services and devices, with no further notice required. D2C PARTNER acknowledges that once services are deactivated, any disputes related to the disconnection must be raised within 3 business days of deactivation; after this period, D2C PARTNER waives the right to dispute the deactivation.
15.5 Right to Terminate for Repeated Late Payments: Should services be disconnected more than twice within a 12-month period, 100ZERO reserves the right to terminate these Terms & Conditions immediately. D2C PARTNER will remain responsible for any unpaid balances or fees that have accrued up to the point of termination.
15.6 Cancellation of Data Plans: 100ZERO reserves the right to cancel any data plans if a Supplier cancels or terminates its contract with 100ZERO. In such an event, D2C PARTNER acknowledges that no cancellation fees will be owed to 100ZERO.

16 Cost of Collection
16.1 Responsibility for Collection Costs: In the event of any non-payment under these Terms & Conditions, D2C PARTNER agrees to be fully responsible for all costs incurred by 100ZERO in the collection of overdue amounts. This includes, but is not limited to, collection agency fees, court costs, and any reasonable attorneys’ fees.
16.2 Attorney Fees: D2C PARTNER acknowledges and agrees that any legal actions taken by 100ZERO to collect unpaid balances, including litigation or arbitration, will entitle 100ZERO to recover all reasonable attorney fees incurred as a result of the non-payment, in addition to the overdue balance and any applicable late fees.
16.3 Interest on Overdue Amounts: In addition to collection costs, D2C PARTNER agrees to pay interest on any overdue amounts at the rate of 5% per month or the maximum rate allowed by applicable law, whichever is lower, from the date the payment was due until the overdue amount is paid in full.

17 Severability
17.1 Severability Clause: If any provision, or part of any provision, of these Terms & Conditions is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision or part thereof shall be deemed severed from these Terms & Conditions. The remainder of the Terms & Conditions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be replaced by a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the intended commercial purpose of the original provision.
17.2 Preservation of Intent: The Parties agree that they will negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a provision that reflects the original intent of the Parties as closely as possible, while remaining valid and enforceable under applicable law.
18 Governing Law and Jurisdiction
18.1 Governing Law: These Terms & Conditions shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to its conflict of law principles. The Parties agree that Minnesota law will apply to all matters arising from or related to these Terms & Conditions, including any disputes regarding its interpretation, performance, or enforcement.
18.2 Exclusive Jurisdiction and Venue: All disputes, claims, or controversies arising out of or related to these Terms & Conditions shall be brought exclusively in the state or federal courts located in Dodge County, Minnesota. Both Parties irrevocably submit to the exclusive jurisdiction of these courts for the purpose of resolving any such disputes.
18.3 Waiver of Objections to Venue: The Parties expressly waive any right to object to the jurisdiction or venue of the state or federal courts located in Dodge County, Minnesota, on the grounds of inconvenient forum or any other legal theory. The Parties further waive any right to assert that the courts in Dodge County, Minnesota, lack personal jurisdiction over them.
18.4 Attorneys’ Fees and Costs: In the event of any legal action to enforce or interpret the terms of these Terms & Conditions, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, court costs, and other related expenses from the non-prevailing party, in addition to any other relief awarded by the court.

19 Audit Rights
19.1 Audit of Sales and Compliance: 100ZERO reserves the right to audit D2C PARTNER’s sales records, pricing practices, and compliance with these Terms & Conditions at any time, upon providing at least 7 days’ written notice. D2C PARTNER agrees to fully cooperate with any such audit and to provide all necessary records, documentation, and access to systems reasonably required to facilitate the audit.
19.2 Scope of Audit: The audit may include, but is not limited to, reviewing D2C PARTNER’s sales practices, customer transactions, pricing structures, adherence to 100ZERO’s pricing guidelines, and compliance with applicable laws and the terms of these Terms & Conditions.
19.3 Consequences of Non-Compliance: If the audit reveals any non-compliance with these Terms & Conditions, including but not limited to underreported sales or improper pricing practices, 100ZERO reserves the right to:
19.3.1 Immediately terminate these Terms & Conditions,
19.3.2 Require repayment of any underreported amounts,
19.3.3 Hold D2C PARTNER liable for all costs associated with the audit, including reasonable attorneys’ fees, and
19.3.4 Pursue any other legal or equitable remedies available to 100ZERO.
19.4 Costs of the Audit: If the audit reveals any material non-compliance, including underreporting of sales or improper pricing practices, D2C PARTNER agrees to reimburse 100ZERO for the full cost

20 Automatic Renewal and Non-Renewal
20.1 Automatic Renewal: The D2C Partner Agreement and these Terms & Conditions shall automatically renew for successive one-year terms unless either Party provides written notice of non-renewal at least 90 days prior to the end of the current term. The notice must be in writing and delivered via certified mail, email with confirmation of receipt, or another verifiable method.
20.2 100ZERO’s Right to Decline Renewal: 100ZERO reserves the right to decline renewal if D2C PARTNER fails to meet performance expectations, including but not limited to sales targets, pricing compliance, or adherence to the terms of these Terms & Conditions. 100ZERO may also decline renewal if D2C PARTNER violates any local, state, or federal laws that affect their ability to perform under these Terms & Conditions.
20.3 Performance Review: D2C PARTNER’s performance will be subject to review prior to each renewal period. 100ZERO may, at its discretion, require D2C PARTNER to meet specific performance benchmarks as a condition for renewal, which will be outlined in a written notice delivered prior to the renewal review.
20.4 Modification of Terms for Renewal: 100ZERO reserves the right to modify the terms of the Terms & Conditions, including but not limited to pricing, territories, or sales expectations, as a condition of renewal. D2C PARTNER will be provided with written notice of any proposed modifications at least 60 days prior to the renewal date, and such modifications will be binding if the Terms & Conditions is renewed.

21 Force Majeure
21.1 Neither Party shall be liable for any failure or delay in performing its obligations under these Terms & Conditions (except for payment obligations) if such failure or delay is due to events beyond the reasonable control of the affected Party, including but not limited to acts of God, war, terrorism, government action, labor strikes, fire, floods, pandemics, or any other similar events (“Force Majeure Events”).
21.1.1 Notification: The affected Party shall promptly notify the other Party in writing of the Force Majeure Event and use commercially reasonable efforts to mitigate the effects of the event.
21.1.2 Suspension of Performance: During the duration of the Force Majeure Event, the affected Party’s obligations under these Terms & Conditions will be temporarily suspended. If the Force Majeure Event continues for more than 30 days, either Party may terminate these Terms & Conditions upon written notice to the other Party.
21.1.3 Resumption of Performance: Once the Force Majeure Event ceases, the affected Party shall resume performance of its obligations under the Terms & Conditions as soon as reasonably practicable.

22 Confidentiality
22.1 Confidential Information: Both Parties agree that any non-public, proprietary, or confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) during the term of these Terms & Conditions, whether orally or in writing, and identified as confidential or which by its nature would be understood to be confidential, including but not limited to business plans, pricing, customer data, technical information, and trade secrets (“Confidential Information”), shall be treated as confidential by the Receiving Party.
22.2 Non-Disclosure: The Receiving Party agrees not to disclose, use, or permit the disclosure or use of any Confidential Information for any purpose other than as necessary to fulfill its obligations under these Terms & Conditions, unless required by law or with the prior written consent of the Disclosing Party.
22.3 Exclusions: Confidential Information does not include information that
22.3.1 is already known to the Receiving Party without breach of these Terms & Conditions,
22.3.2 becomes publicly available through no fault of the Receiving Party,
22.3.3 is independently developed by the Receiving Party, or
22.3.4 is disclosed to the Receiving Party by a third party without restriction.
22.4 Return or Destruction: Upon termination of these Terms & Conditions or upon request of the Disclosing Party, the Receiving Party agrees to return or destroy all Confidential Information, including copies or reproductions thereof.
22.5 Duration: The confidentiality obligations set forth in this section shall survive the termination of these Terms & Conditions for a period of 2 years.

23 Dispute Resolution
23.1 Good Faith Negotiation: In the event of any dispute, claim, or controversy arising out of or related to these Terms & Conditions, the Parties agree to first attempt to resolve the dispute through good faith negotiations. Each Party shall provide written notice of the dispute and allow a reasonable opportunity for both Parties to resolve the matter amicably.
23.2 Mediation: If the Parties are unable to resolve the dispute through negotiation within 30 days of the initial notice, either Party may request that the dispute be submitted to non-binding mediation. The mediation shall be conducted by a mediator mutually agreed upon by the Parties, and the mediation costs shall be shared equally between the Parties. The mediation shall take place in a mutually agreed location.
23.3 Arbitration: If the dispute is not resolved through mediation, it shall be submitted to binding arbitration, to be conducted in accordance with the rules of the American Arbitration Association (AAA) or another mutually agreed-upon arbitration service. The arbitration shall take place in Dodge County, Minnesota, and the arbitrator’s decision shall be final and binding on the Parties. The arbitrator shall have the authority to award attorneys’ fees and costs to the prevailing Party.
23.4 Litigation: If arbitration is not pursued, or if either Party seeks judicial relief for any reason, the exclusive venue for litigation shall be the state or federal courts located in Dodge County, Minnesota, as outlined in Section 18 Governing Law and Jurisdiction.
23.5 Exceptions: Notwithstanding the foregoing, 100ZERO may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights, Confidential Information, or any other rights requiring immediate judicial intervention. 

24 Commissions

24.1 Commission Structure: 100ZERO agrees to pay the D2C PARTNER commissions for sales of 100ZERO products and services, as outlined in this section and detailed in the Reseller Agreement. Commissions are divided into two categories: one-time commissions for hardware sales and recurring commissions for active service plans.

24.1.1 One-Time Hardware Commissions: The D2C PARTNER shall receive a one-time commission for each hardware sale, calculated as a percentage of the wholesale price of the hardware, as specified in the Reseller Agreement. The commission rate and payment terms for hardware sales will be outlined in the Reseller Agreement and may be adjusted by 100ZERO with a minimum of 30 days’ written notice to the D2C PARTNER.

24.1.2 Recurring Service Commissions: The D2C PARTNER shall receive recurring monthly commissions for each active service plan (e.g., monthly data plans) sold by the D2C PARTNER, calculated as a percentage of the monthly service fee paid by the End User, as specified in the Reseller Agreement. Recurring commissions will continue for the duration that the service plan remains active and payments are received by 100ZERO from the End User.

24.2 Evergreen Commission Rights: The D2C PARTNER’s right to receive commissions for sales made during the term of these Terms & Conditions shall survive the termination, expiration, or non-renewal of these Terms & Conditions, provided the following conditions are met:

24.2.1 Pre-Existing Sales: Commissions will continue to be paid for hardware sales completed and service plans activated prior to the date of termination, expiration, or non-renewal of these Terms & Conditions, as long as the service plans remain active and payments are received by 100ZERO from the End User.

24.2.2 No Breach by D2C PARTNER: The D2C PARTNER’s entitlement to evergreen commissions is contingent upon the D2C PARTNER not being in material breach of these Terms & Conditions at the time of termination, expiration, or non-renewal. Material breaches include, but are not limited to, violations of Sections 10 (Intellectual Property), or 11 (Indemnification).

24.2.3 Compliance with Post-Termination Obligations: The D2C PARTNER must continue to comply with all applicable post-termination obligations, including but not limited to confidentiality (Section 22) provisions, to remain eligible for evergreen commissions.

24.3 Commission Payment Terms:

24.3.1 Payment Schedule: Commissions for hardware sales will be paid within 30 calendar days following 100ZERO’s receipt of payment from the End User for the hardware. Recurring service commissions will be paid monthly, within 30 calendar days following 100ZERO’s receipt of the monthly service fee from the End User. Payments will be made via Automated Clearing House (ACH) transfer to the D2C PARTNER’s designated account, unless otherwise agreed in writing.

24.3.2 Payment Disputes: The D2C PARTNER must notify 100ZERO in writing of any disputes regarding commission payments within 15 calendar days of receiving the commission statement. Failure to raise a dispute within this period constitutes acceptance of the commission payment as accurate and final.

24.4 Commission Adjustments and Termination:

24.4.1 Right to Adjust Commission Rates: 100ZERO reserves the right to adjust commission rates for hardware and services at its sole discretion, with a minimum of 30 days’ written notice to the D2C PARTNER. Adjusted rates will apply to new sales and service activations made after the effective date of the change, but will not affect commissions for pre-existing sales under the evergreen provision (Section 24.2).

24.4.2 Termination of Commissions for Inactive Services: Recurring service commissions will cease if the End User cancels or terminates the service plan, or if 100ZERO is no longer able to provide the service due to Supplier contract termination or other reasons beyond 100ZERO’s control (e.g., as outlined in Section 15.6). No commissions will be paid for periods during which services are inactive or unpaid.

24.4.3 Forfeiture of Commissions for Non-Compliance: If the D2C PARTNER violates any provision of these Terms & Conditions, including but not limited to Sections 9, 10, 11, or 24, 100ZERO reserves the right to suspend or terminate the D2C PARTNER’s right to receive commissions, including evergreen commissions, upon written notice. The D2C PARTNER will forfeit any unpaid commissions if found to have engaged in fraudulent or deceptive practices related to sales or commissions.

24.5 Commission Reporting and Audit:

24.5.1 Commission Statements: 100ZERO will provide the D2C PARTNER with monthly commission statements detailing hardware and service commissions earned, including the basis for calculations and any deductions (e.g., credit card surcharges). Statements will be provided via email or another mutually agreed method.

24.5.2 Audit Rights: As part of 100ZERO’s audit rights under Section 19, 100ZERO may audit the D2C PARTNER’s sales records to verify the accuracy of reported sales and commissions. The D2C PARTNER agrees to provide all necessary documentation and cooperation during such audits. If an audit reveals discrepancies or fraudulent reporting, the D2C PARTNER shall be liable for repayment of overpaid commissions and the costs of the audit, in addition to other remedies under Section 19.3.

24.6 Taxes and Withholding: The D2C PARTNER is solely responsible for any taxes, duties, or other governmental charges associated with commissions received under these Terms & Conditions. 100ZERO will issue appropriate tax documentation (e.g., IRS Form 1099) as required by law. 100ZERO reserves the right to withhold any amounts required by applicable tax laws or regulations.

24.7 No Assignment of Commission Rights: The D2C PARTNER may not assign, transfer, or delegate its right to receive commissions to any third party without the prior written consent of 100ZERO. Any attempt to assign commission rights without consent shall be null and void.

24.8 Indemnification for Commission Disputes: The D2C PARTNER agrees to indemnify, defend, and hold harmless 100ZERO and its affiliates from any claims, liabilities, or expenses (including reasonable attorneys’ fees) arising from disputes related to the D2C PARTNER’s commissions, including but not limited to claims by the D2C PARTNER’s employees, agents, or customers, except to the extent such claims arise directly from 100ZERO’s breach of this Section 24.

24.9 Survival of Commission Obligations: The provisions of this Section 24, including the evergreen commission rights under Section 24.2, shall survive the termination, expiration, or non-renewal of these Terms & Conditions, subject to the conditions outlined herein.