drop ship program agreement for dealers

This Agreement, made and entered by and between Envirosafe Technologies International Ltd (“Envirosafe” or “we”) a New Zealand company with its principal place of business at 8 Verley Rise, East Tamaki Heights, Auckland 2016, New Zealand, and you, the Dealer (“you” or “Dealer”), contains the complete terms and conditions that apply to your participation in the Mega-Catch™ Dealer (Drop Ship) Program (“Dealer Program” or “Program”).

1. Acceptance Relates only to Approved Website: Acceptance into the Dealer Program will relate only to your website as approved by us (“your Approved Website”). We may terminate this Agreement at any time if we determine (at our sole discretion) that your Approved Website is no longer suitable for the Program.
2. Promotion of Dealer Program: Upon your acceptance to the Program, we will make available to you a link to certain of our marketing resources including high resolution images of Mega-Catch™ trademarks, trade names, logos and products (“Mega-Catch™ Marketing Resources”). While we retain ownership of all Mega-Catch™ Marketing Resources, we grant you a non-exclusive, non-transferable and revocable right to use those resources in un-modified form during the term of this Agreement solely for the purpose of marketing and promoting our products on your Approved Website. No other use or distribution is permitted without our prior written consent. You will ensure that all your advertising and promotion materials conform to all applicable laws and regulations.
3. Approval required for Publications: Except as provided in paragraph 2, you shall not create, publish, distribute, or permit to exist any material in written or data form that makes reference to us or any of our trademarks, trade names, logos, products, or Mega-Catch™ Marketing Resources without first submitting such material to us and receiving our prior written approval. Unauthorized use may result in termination of this Agreement or a licence fee calculated at the rate of $10,000 per use.
4. Prohibition of use of Mega-Catch in URL: The use of “Mega-Catch” in any URL not owned by us is strictly forbidden and you will not do so.
5. Product:The Program relates only to selected Mega-Catch™ product and is subject to stock availability.
6. Warranty/Returns: All manufacturer’s warranty claims should be referred directly to us by your customers. All accepted claims under our Standard Return Policy will be paid to you as the original purchaser.
7. Sales outside USA: The Dealer shall not actively solicit orders outside of the United States. You shall only offer our products for sale via your Approved Website.
8. Acknowledgment of Intellectual Property Rights: Our ownership of all Mega-Catch™ trademarks, trade names and logos must be acknowledged when used on your Approved Website or on any other material produced by you.
9. Confidentiality: Except as provided in this Agreement or with our prior written consent, you agree that all information (including, without limitation, business and financial information, customer and vendor lists and pricing and sales information) which we furnish to you, shall remain strictly confidential and shall not be disclosed directly or indirectly, by you to any third party unless such information is available in the public domain other than as a result of a breach by you of this agreement. This provision shall survive termination of this Agreement.
10. Termination: This Agreement shall commence on the date on which we advise that you have been accepted to the Program and shall continue thereafter in full force and effect until terminated at any time by either party giving the other party written notice of termination. No reason need be given for termination and no compensation will be payable as a result of termination. Upon termination of this Agreement, you will immediately cease use of, and remove from your Approved Website, all references to Mega-Catch™ Marketing Resources and all Mega-Catch™ trademarks, trade names, logos and all other materials provided by us in connection with the Dealer Program.
11. Modifications: We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a change notice will be posted on our website. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Dealer Program after a change notice has been posted will constitute binding acceptance of the change.
12. Representations and Warranties: You hereby represent and warrant to us as follows:
    
    12.1 Upon your acceptance to the Program this Agreement shall constitute your legal, valid and binding obligations and be enforceable against you in accordance with its terms.
    
    12.2 The development, operation and content of your Approved Website does not infringe upon the copyright, trademark or other rights of any person or entity.
    
    12.3 The information contained in your application to join the Program is complete and accurate in all respects and you have made full disclosure to us of all information relevant to our consideration of your application.
13. Disclaimers, Restrictions and Limitations: This Agreement does not constitute a partnership, joint venture, agency, representative or employment relationship between the parties. You do not have any right or authority to assume or create any obligation or responsibility or to make any representation, express or implied, on behalf of or in the name of Envirosafe or to bind Envirosafe in any manner whatsoever. The Program works on the basis that you purchase products from us and on-sell them to your customers. Business conducted by you pursuant to this Agreement with third parties shall be wholly on your account and at your own risk. We will not be liable for indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement or the operation of the Program, even if we have been advised of the possibility of such damages. You agree to indemnify and hold Envirosafe, its officers and related parties harmless from and against any and all liability, damage, loss, or expense arising out of or resulting from any claims made or legal actions brought against Envirosafe, its officers or related parties, which arise out of or result from any negligent act or omission or misrepresentation by you in the marketing and selling of our products and/or breach of this Agreement or any failure by you to comply with any laws. Except as stated herein we make no warranties or representations with respect to the Program or the Mega-Catch™ website. 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 such interruptions or errors.
14. Independent Investigation: You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
15. Assignment: This Agreement and the rights and obligations hereunder may not be assigned or subcontracted by you in whole or in part without our prior written consent.
16. Governing Law: This Agreement will be governed by the laws of the State of California whose court shall have non-exclusive jurisdiction.