Partner Agreement
This partner agreement (the “Agreement”) is between you as the animal related organization seeking an online store (the "Organization", "you", "Your", as the context requires) and Bear & Bear LLC, 1363 Ingleside Avenue, Jacksonville, FL 32205 ("Bear & Bear", "We", "Us", "Our" as the context requires).
1. PURPOSE OF AGREEMENT: Bear & Bear owns and operates websites through which it sells animal-related merchandise, and we wish to demonstrate to the Organization its capabilities in running an online store for You.
The Organization operates a website (the "Organization Site") and wishes to allow Bear & Bear to operate an online store that can be accessed through such website (the "Online Store"). The merchandise sold through the Online Store shall be animal-related merchandise and shall include certain products, mutually agreed upon by the parties hereto, that feature the logos and other imagery of the Organization.
2. CREATION OF ONLINE STORE: Bear & Bear shall create and establish the Online Store, which shall be maintained at a URL determined by us and approved by the Organization. The Online Store branding shall include the Organization logos and other branding as mutually agreed by the parties hereto. Bear & Bear will design, create and maintain the Online Store and will process transactions, fulfill and ship Orders (as hereafter defined), and handle customer service all at no cost to the Organization.
3. COMPENSATION: Bear & Bear shall pay to the Organization, within thirty (30) days after the end of each quarterly period during the Term, an amount equal to twenty percent (20%) of the Net Merchandise Revenue received by Bear & Bear from Orders during the immediately preceding month. "Net Merchandise Revenue" means the amount equal to the cash consideration from Orders of merchandise during the applicable period pursuant to this Agreement, less sales taxes, shipping charges, returns and chargebacks. "Order" means a completed order for merchandise sold by Bear & Bear through the Online Store. Within thirty (30) days after the end of each monthly period during the Term, Bear & Bear will prepare and provide to the Organization a report setting forth, in reasonable detail, the revenue share payable to the Organization hereunder for the preceding monthly period and the basis of such calculation.
4. OWNERSHIP AND INTELLECTUAL PROPERTY: Bear & Bear shall remain the sole owner of any software or other intellectual property of Bear & Bear now existing or hereafter created or used in the operation of the Online Store, and the Organization shall remain the sole owner of any software or other intellectual property of the Organization now existing or hereafter created or used in the operation of the Organization Site. The Organization hereby grants to Bear & Bear a personal, non-exclusive and non- transferable license to use the Organization's logos and imagery with respect to the operation of the Online Store and with respect to the creation of Organization-branded products approved by the Organization to be sold through the Online Store.
5. TERM AND TERMINATION: The term of this Agreement (the "Term") shall be at will. Either party hereto may terminate this Agreement at any time during the Term by providing the other party with at least thirty days prior written notice of termination.
Except as expressly set forth herein, upon expiration or termination of this Agreement for any reason, Bear & Bear shall immediately discontinue any and all use of the trademarks of the Organization.
6. MISCELLANEOUS: This Agreement will be governed by the laws of the State of Florida.
The parties acknowledge that the relationship of the Organization and Bear & Bear is that of independent contractors and that nothing contained in this Agreement shall be construed to place you and us in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party shall have, expressly or by implication, or represent itself as having any authority to make contracts or enter into any agreement in the name of the other party, or to obligate or bind the other party in any manner whatsoever.