BRANDING / TERMS OF USE
Seller authorizes Buyer/Stockist to use our name and logo in respectable marketing and sales literature relevant to our product line. Reseller agrees without liability that we may terminate this Agreement at any time if Reseller is using our products, name, or logos in association with unsolicited commercial e-mail (“spam”), morally objectionable, or illegal activities. All name changes to product lines must be authorized by seller before usage in commerce begins. To help maintain a favorable product line reputation, vendors will provide Seller with copies and/or links to relevant marketing materials generated and utilized by Reseller.
TERMS OF USE: MATERIALS
All authorized Buyer/Stockist have exclusive access to, and approved usage of product samples, knowledge database, copy, high resolution images, and logo. Reseller understands that Seller retains ownership rights to any and all of the aforementioned materials, including other forms of intellectual property not specifically listed. Buyer/Stockist may not alter the materials in a way that derogates or cheapens the product line or Seller.
PRODUCT CLAIMS
Truth in advertising and accuracy of product descriptions are essential for credibility to be maintained in the marketplace. Buyer/Stockist must not exaggerate or fabricate pertinent product claims in any way. Buyer/Stockist must make every possible effort to have their customer support team explain product features, benefits, and functionality to consumer, to the best of their abilities. Seller reserves the right to change, modify or update the materials as the product line evolves. To maintain consistency and avoid confusion with customers, Buyer/Stockist must update their relevant advertisements and marketing materials, if functionally applicable, within 30 days of receiving notification of that change by manufacturer.
CONFIDENTIALITY
It is understood and agreed to that the discloser of confidential information may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that the Buyer/Stockist shall limit disclosure of any materials marked ‘Confidential Information’ within its own organization to its directors, officers, partners, members, employees and/or independent contracts (collectively referred to as “affiliates”) having a need to know. The Reseller and affiliates will not disclose the confidential information obtained from the discloser unless required to do so by law.
The Confidential Information to be disclosed can be described as and includes:
Invention description(s), technical and business information relating to proprietary ideas, patentable ideas and prototypes, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, samples, photographs, business documents, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as ‘Confidential Information’ before, after, or during the time of its disclosure.
LIMITATIONS OF LIABILITY
In no event shall Seller be liable to Buyer/Stockist or end user for any lost profits or savings, consequential, incidental, special or punitive damages arising from use, misuse, or inability to use products purchased from seller. Buyer/Stockist officially agrees to indemnity, defend, and hold harmless seller, employees and affiliates, and their respective successors from any liability, lost, cost, damage, expense, or payment (including reasonable attorney fees) incurred by Buyer/Stockist for failure to pay tax bills, 3rd party shipping invoices, custom house brokerage charges, duties, fuel surcharges, chargeback fees, return check fees, fraudulent orders, or customer refunds.
DURATION & TERMINATION
The term of this Agreement will begin upon your being approved as an authorized vendor, and will end when terminated by either party. Either party may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website, all links to our site, and all trademarks, images, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Agreement. You are still eligible to receive vendor support until unsold inventory is liquidated, or warranty expires (which ever is less).
GOVERNING LAW
This Agreement shall be construed in accordance with the laws of the State of New York, except as to its provision relating to the conflicts of laws of choice of law. The parties hereto hereby irrevocably consent that the venue of any action related to this Agreement and permissible under this Agreement shall be solely in the state and federal courts located in NY, NY, and the parties hereby consent to the jurisdiction and venue of the such courts and agree to remove this Agreement from any applicability of the U.N. Convention on Contracts for the International Sale of Goods