PARTNER AGREEMENT & TERMS AND CONDITIONS
THIS PARTNER AGREEMENT (the “Agreement”), made and entered between X Map Systems with an address at Randweg 2, 5683 CL te Best, hereinafter called “Company” and “Partner”, collectively referred to as the “Parties”, hereby agree as follows:
I. GRANT OF RIGHT
1.1 Company grants to Partner, the non-exclusive right to market the Company’s range of products (collectively referred to as “Products”) at Partner’s apps. For the purpose of the Agreement, the Products to be marketed by Partner are set forth in the Appendix 1 of this Agreement.
1.2 Nothing in this Agreement grants Partner an exclusive territory to market and resell the Products.
2.1 Initial Term. This Agreement shall begin on date of execution and shall remain in full force and effect indefinitely (the “Term”), unless one or both parties agree otherwise.
3.1 This Agreement may be terminated by the Company or the Partner prior to expiration and without cause by providing no less than forty-five (45) days prior written notice to the other party.
3.1 This Agreement may only be terminated prior to the expiration with cause which shall be defined as:
A. A misrepresentation by Company of a product;
B. Partner’s violation of its obligations hereunder.
3.2 In the event of Company seeking to terminate this Agreement for cause, it will furnish written notice of termination to Partner.
IV. DESCRIPTION OF GOODS; SALE AND DELIVERY
4.1 Partner shall sell the product at the ‘Suggested Retail Price’ as shown in received retail documents unless otherwise agreed in writing by the Parties.
4.2 Company shall have the right, at any time, with 15 days notice, to decrease or increase the Suggested Retail Price of Products. In the event the Company decreases the Suggested Retail Price the Company will give a proportionate credit to the Partner .
4.3 Should the Company introduce a new model of Products that has a different Suggested Retail Price, Company shall notify Partner of the Suggested Retail Price within 15 (fifteen) days of the new model’s introduction. Subsequently, the Partner’s share will be negotiated by the Company with the Partner.
V. PERMISSION TO USE MARKS
5.1 Company hereby grants to Partner the right to use Company’s trademarks, trade names, logos and such identification (“Marks”) only in connection with the sale of the Products provided Partner complies with the terms of this Agreement. Partner acknowledges that the Marks are a valuable and important property right and are essential to the goodwill and reputation of the Products. Partner further acknowledges Company’s interest in the Marks and Partner shall not claim any right to or title or interest thereto.
5.2 Partner shall follow all rules, regulations, standards, and guidelines Company establishes from time to time relating to the use and display of the Marks in connection with the sale of the Products.
VI. QUALITY; PARTNERS RESPONSIBILITIES AND RESTRICTIONS.
6.1 Partner shall obtain Company’s prior written approval before using, or permitting the use of, any promotional materials or advertising that bear any of the Marks.
6.2 The Products must be diligently and efficiently merchandised and promoted in the App.
6.3 Partner shall use its reasonable efforts to develop and actively promote the sales of Products. Company reserves the right to market and sell, and authorize others to market and sell, the Products in any manner Company chooses, including, without limitation, through designated wholesalers or other Partners.
VII. COMPANY’S MARKETING RIGHTS
7.1 Company may, from time to time: (a) add, change, or modify the grade, Products brand name, delivery package, or other distinctive designation of any Product; (b) change or modify the formulations and specifications of any Product; and (c) upon 30 days’ prior notice, discontinue at any time the sale of any Product in which event the Parties will be relieved of any further obligation with respect to that Product.
VIII. PARTNER’S RETURN OF PRODUCTS
8.1 Company warrants that Partner must return his share of the original purchase price for Products that are returned by customers to Company in unopened packages as stated in Companies Warranty policy.
8.2 If Partner desires in writing to discontinue sale of the Products (a discontinuation of less than the entire line of Products), Partner will notice Company a.s.a.p and Company will try to find another Partner who will purchase the stock from Partner.
9.1 Partner shall pay all federal, country, state, and local taxes, excises, duties, license fees, inspection fees, and other assessments and charges of any kind and nature, now or hereafter levied, (“Taxes”) assessed by any governmental authority, relating to the importation (if applicable), manufacture, sale, purchase, transportation, storage, resale, or use of the Products insofar as the same is not expressly included in the price for the Products. If Partner pays directly any Tax normally remitted by Company, Company may require proof of payment of such charges from Partner and may require Partner to provide a bond or other form of security necessary to protect Company against loss arising from nonpayment. Partner shall furnish Company with satisfactory tax exemption certificates where an exemption is claimed.
X. WARRANTY AND DISCLAIMER
10.1 COMPANY WARRANTS THAT ALL PRODUCTS SOLD TO CONSUMERS WILL MEET THE THEN-CURRENT SPECIFICATIONS OF COMPANY. COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND AS TO THE PRODUCTS SOLD TO CONSUMER, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10.2 All Products supplied by the Company are under the guarantee policy of Company.
XI. COMPLIANCE WITH LAWS
11.1. Partner shall comply fully with all applicable Federal, state and local laws, ordinances, rules and regulations, including all rules and regulations of the Federal Trade Commission.
XII. EXCUSES FOR NON-PERFORMANCE
12.1 Both Parties will be excused from their obligations under this Agreement (except for financial obligations) to the extent that performance is delayed or prevented by the following matters: circumstances reasonably beyond the Parties’ control including, but not limited to, flood, ice storm, snowstorm, or earthquake; fire or explosion; delay or loss of transportation or delivery equipment; mechanical breakdown; strikes or other labor trouble, plant shutdown, riots, or other civil disturbances; or voluntary or involuntary compliance with any Law or request of any governmental authority.
13.1 Each of the Parties hereto agrees to maintain the confidentiality of any proprietary or confidential information of the other party hereto that may be disclosed to the respective Parties hereto in connection with the transactions contemplated hereby. Any information of the respective Parties hereto shall be deemed to be proprietary or confidential, unless expressly provided to the contrary. Upon the termination of the relationship between the Parties for any reason, each party agrees to promptly return to the other any confidential information of such other party in such first party’s possession.
14.1 Partner agrees not to attack or criticize Company and any of its employee, associate or partner publicly (on public forums, blogs, social networks etc) at any time during or subsequent to contract period, in a way which brings bad name to the company or any of its employee, associate or partner. Any libel or slander against the Company may cause irreversible damage and will lead Company.
15.1 Neither this Agreement nor any right under or interest in this Agreement may be assigned by Partner without the express written consent of Company.
15.2 Notwithstanding anything in this Agreement to the contrary, Company shall have the right to amend, modify, or change this Agreement in case of legislation, government regulation, or change in circumstance beyond the control of Company that might affect materially the relationship between Company and Partner. This Agreement may be modified or amended only if the amendment is made in writing and signed by both Parties.
15.3 This Agreement shall be governed by and construed in accordance with the laws of the Netherlands and venue for any claims or disputes arising out of this Agreement shall be in the court of ‘s Hertogenbosch.
15.4 This Agreement and attached documents contains the entire agreement of the Parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the Parties.
15.5 Each party agrees that any breach of this Agreement is likely to cause the other party substantial and irrevocable damage and therefore, in the event of any such breach, each party agrees that the other party, in addition to such other remedies, which may be available, shall be entitled to seek specific performance and other injunctive relief.
15.6 All notices required by these conditions to be written may be served by letter or email. Notices to such Party shall be served at their address shown previously in this Agreement or such other address as such Party may have notified in writing to the others. The notice shall be deemed to have been received:
A. In the case of delivery by hand, when delivered; or
B. In the case of pre-paid