TOUGH GRID RESELLER CONTRACT
THIS AGREEMENT is made by and between TOUGH-GRID (“1HF One Human Family LLC. – TOUGH-GRID”), with its principal place of business located at:
TOUGH-GRID
415 E 600 S
River Heights, UT 84321
and the business stated indicated at the end of the form.
NOW, THEREFORE, in consideration of the promises hereinafter made by the parties hereto, it is agreed as follows:
1. The product(s) or product line(s) included in this agreement are but not limited to:
TOUGH-GRID 750lb Mil-Spec Parachute Cord and any other TOUGH-GRID branded product, (the “Equipment”).
2. Distribution Right: TOUGH-GRID hereby appoints and grants Reseller the non-exclusive and non-assignable right to sell the Equipment of TOUGH-GRID to customers. The customers are end users who purchase the equipment from Reseller for the use of the equipment. The Reseller shall have a reseller permit or business license issued by its State or its government where the Reseller’s company is located or registered.
3. Reseller’s Purchases: The Equipment described herein which I shall purchase from TOUGH-GRID directly will be resold by me in the form of tangible personal property; provided, however, that in the event any of such products is used for any purpose of business, it is understood that the Reseller is required by Sales and Use Tax Law to report and pay tax measured by the purchase price of the Equipment.
4. Trademarks and Logo Use: TOUGH-GRID hereby grants to the Reseller a limited right-to-use license (the “License”) for certain TOUGH-GRID trademarks and logos (the “Logos”) for the duration of the Agreement as described herein, and under the following terms and conditions:
a. This License is granted for the benefit of TOUGH-GRID’s Resellers and others with a legitimate intent to advertise and sell TOUGH-GRID’s Equipment;
b. TOUGH-GRID has full ownership right to the Logos and the Reseller does not acquire any rights, title or interest in or to the marks beyond that set forth herein;
c. If the Reseller uses the Logos in conjunction with logos representing awards or publications of companies granting such awards, it shall be the responsibility of the Reseller to give appropriate attribution to such companies, and to correctly identify such logos with their respective companies; and
d. The Reseller may not, under any circumstances, alter the appearance of the Logos, either by alteration, size, color or combination with any other logo. Breach of this section will be grounds for immediate termination of this License, and any other legal remedies TOUGH-GRID may deem appropriate.
e. The Reseller may use the Equipment as a free bonus item for any product that has a retail value equal to or more than 100 USD but still may not change the labeling of the product in any way.
f. TOUGH-GRID will ship to only one (1) location in the continental United States per order for free. If shipping for your order is required to many locations, an extra shipping charge will be added to the Reseller’s order in the amount of the total shipping costs.
g. The Reseller may only buy the Equipment in case quantities as specified by TOUGH-GRID. The Reseller may request this information from TOUGH-GRID and must order in the specified quantities.
5. TOUGH-GRID reserves the right to modify or terminate its reseller program at any time without notice or liability.
6. Non-existent in this contracted agreement is there any implied or hidden impose liability or obligation on TOUGH-GRID for any expenditure made or incurred by the Reseller, or for any sale or promotional activity undertaken by the Reseller, except pursuant to written and explicit request of representatives of TOUGH-GRID.
7. Sales Channels: The equipment described herein may be sold by the Reseller in the “Brick-and-Mortar” and “Online” stores they OWN. Reseller may NOT in any way resell or promote TOUGH-GRID products on or through Amazon or eBay or Walmart at any time nor allow, enable, or facilitate others to do the same. The equipment described herein shall not be sold by the Reseller in any way through Amazon or eBay or Walmart at any time. Breach of this section will be grounds for immediate termination of this license and any other legal remedies TOUGH-GRID may deem appropriate.
8. Reseller agrees to sell TOUGH-GRID products at or above “Minimum Advertised Price” (M.A.P.) as enumerated in TOUGH-GRID’s “Wholesale Order Form.” Failure to sell TOUGH-GRID products at or above M.A.P. will result in immediate termination of this agreement and all funds due TOUGH-GRID will be due and payable within 10 business days.
9. Terms: The term of this Agreement shall be for one (1) year(s) from the date hereof, unless sooner terminated. Following such Initial Term, this Agreement shall be automatically renewed for successive one year, unless either party notifies the other in writing of an intention not to renew the Agreement within ninety (90) days of the end of the Initial Term.
Termination shall not relieve either party of obligations incurred prior thereto. This Agreement may be terminated under the following stipulations without exception under any circumstances:
a. by the Reseller at any time upon thirty (30) days written communiqué notice to TOUGH-GRID.
b. by TOUGH-GRID upon thirty (30) days written communiqué notice to the Reseller for cause or in the event the Reseller breeches this contact (in any manner);
c. by TOUGH-GRID upon thirty (30) days written communiqué notice to the Reseller in the event the Reseller becomes involved in any arrangements with creditor, voluntary or involuntary bankruptcy proceedings under the Bankruptcy Laws of the United States;
10. Notice or Communication. Any notice or communication required or permitted hereunder (other than Administrative Notice) shall be in writing and shall be sent by email or registered mail, return receipt requested, postage prepaid and addressed to the addresses set forth below or to such changed address as any party entitled to notice shall have communicated in writing to the other party. Notices and communications to TOUGH-GRID shall be sent to:
TOUGH-GRID
415 E 600 S
River Heights, UT 84321
United States of America
Main: (435) 792-4380
partners@toughgrid.com
11. Relationship of Parties. The relationship between the parties established by this Agreement shall be solely that of vendor and vendee and all rights and powers not expressly granted to the Reseller are expressly reserved to TOUGH-GRID. The Reseller shall have no right, power or authority in any way to bind TOUGH-GRID to the fulfillment of any condition not herein contained, or to any contract or obligation, expressed or implied
12. Indemnity. The Reseller agrees to hold TOUGH-GRID free and harmless from any and all claims, damages, and expenses of every kind or nature whatsoever (a) arising from acts of the Reseller; (b) as a direct or indirect consequence of termination of this Agreement in accordance with its terms; or (c) arising from acts of third parties in relation to products sold to the Reseller under this Agreement, including, but not limited to execution of liens and security interests by third parties with respect to any such products.
13. Assignment. This Agreement constitutes a personal contract and Reseller shall not transfer or assign same or any part thereof without the advance written consent of TOUGH-GRID.
14. Applicable Law. This Agreement shall be governed by the laws of the State of Utah and is accepted by TOUGH-GRID at its Corporate Office address in 415 East 600 South, River Heights, UT 84321. All payments hereunder shall be made at TOUGH-GRID’s Corporate Office address. TOUGH-GRID’s rights granted hereby are cumulative and in addition to any rights it may have at law or equity
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the date and year indicated below.
1HF ONE HUMAN FAMILY LLC. – TOUGH-GRID
415 E 600 S
River Heights, UT 84321
Bill Hanover
Founder
