Please check your email account you signed up with for your password to login to our online wholesale catalog to view and purchase products at a discounted price.
DISTRIBUTOR TERMS AND CONDITIONS
Our authorized distributors are very important to us. We do our best to treat you with the fairness and respect you deserve. We simply ask the same consideration of you. We have written the following authorized distributor agreement with you in mind, as well as to protect our company's brand.
By making a purchase with us, you agree to these terms and conditions.
If you have any questions, please don't hesitate to let us know. We are strong believers in straight-forward and honest communication. For quickest results please email us at email@example.com.
Dorothy & Lance
AUTHORIZED DISTRIBUTOR AGREEMENT
PLEASE READ THE ENTIRE AGREEMENT. YOU MAY PRINT THIS PAGE FOR YOUR RECORDS.
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND CLUB TWENTY AFTER, LLC.
BY SUBMITTING THE ONLINE APPLICATION AND MAKING A WHOLESALE PURCHASE, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an authorized distributor of select Club Twenty After, LLC products. The purpose of this Agreement is to allow the exchange of goods at wholesale and linking between your web site and the Club Twenty After web site. Please note that throughout this Agreement, "we," "us," and "our," refer to Club Twenty After, and "you," "your," and "yours" refer to the authorized distributor.
2. DISTRIBUTOR RESPONSIBILITIES AND OBLIGATIONS
2.1. To begin the enrollment process, you will complete and submit the online application. We may reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age - with the exception requiring the legal age of 21 or older to participate in this program or to purchase our products in some states requiring 21 or older by law.
2.1.4. Promotes illegal activities.
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law.
2.1.6. Includes "Club Twenty After" or variations or misspellings thereof in its domain name.
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are Club Twenty After or any other authorized distributor business.
2.2. Club Twenty After reserves the right, at any time, to review your account for compliance with the guidelines of this agreement.
2.3. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to our brand. You must have Club Twenty After’s expressed permission to use any copyrighted material, whether it be a writing, an image, or any other copyrighted work. We will not be responsible if you use another person's copyrighted material or other intellectual property in violation of the law or any third-party rights.
2.4. Club Twenty After products may not be sold for more than the retail prices currently established on the Club Twenty After online retail website.
3. CLUB TWENTY AFTER RIGHTS AND OBLIGATIONS
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your web site is appropriate and to notify you of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the Club Twenty After Authorized Distributor Program.
3.2. Club Twenty After reserves the right to terminate this Agreement and your participation in the Club Twenty After Authorized Distributor Program immediately and without notice to you should you commit fraud in your use of the Club Twenty After Authorized Distributor Program or should you abuse this program in any way. If such fraud or abuse is detected, Club Twenty After shall not be liable to you for any such fraudulent sales. Furthermore, Club Twenty After will contact law enforcement authorities and report any detection of fraud immediately.
3.3. This Agreement will begin upon your acceptance of the terms and conditions and completing your Authorized Distributor application and will continue unless terminated here under.
Either you or we may end this Agreement AT ANY TIME, with or without cause, at any time. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Club Twenty After's Authorized Distributor Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in Club Twenty After's Authorized Distributor Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Club Twenty After uses Square, a third party, to handle all our online payments. Square follows all applicable laws and requirements to provide online security protocols for protecting consumer's finacial data. Club Twenty After never has full access to customer account numbers and respects the privacy of such sensative data. For additional information see our secure shopping policy.
7. PROMOTION RESTRICTIONS
7.1. You are free to promote Club Twenty After products on your own web sites, but naturally any promotion that mentions Club Twenty After could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by Club Twenty After. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote Club Twenty After so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote Club Twenty After so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from Club Twenty After. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the Club Twenty After Authorized Distributor Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
7.2. Authorized Distributors may not use other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as Club Twenty After, ZENPAKS, ZENPAK Premium, Twenty After, and/or any misspellings, negative keywords or phrases, or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website. Distributors who do will be considered trademark violators and will be banned from Club Twenty After’s Authorized Distributor Program. We will do everything possible to contact the Authorized Distributor prior to the ban. However, we reserve the right to expel any trademark violator from our Authorized Distributor Program without prior notice, and on the first occurrence of such PPC bidding behavior.
8. GRANT OF LICENSES
We grant to you a non-exclusive, non-transferable, revocable right to
(i) sell our brand solely in accordance with the terms of this Agreement and
(ii) solely in connection with such logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of Club Twenty After's Authorized Distributor Program. You agree that all uses of the Licensed Materials will be on behalf of Club Twenty After and the good will associated therewith will inure to the sole benefit of Club Twenty After.
CLUB TWENTY AFTER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING CLUB TWENTY AFTER SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF CLUB TWENTY AFTER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
10. REPRESENTATIONS AND WARRANTIES
You represent and warrant that:
10.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
10.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
10.3. You have enough right, title, and interest in and to the rights granted to us in this Agreement.
11. LIMITATIONS OF LIABILITY
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL CLUB TWENTY AFTER'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless Club Twenty After, and its subsidiaries and authorized distributors, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the authorized distributor trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
14.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Club Twenty After. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
14.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all the business or assets of a third party.
14.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida without regard to the conflicts of laws and principles thereof.
14.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
14.5. This Agreement represents the entire agreement between us and you and shall supersede all prior agreements and communications of the parties, oral or written.
14.6. The headings and titles contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.
14.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.