Gingartum “Premier Partner Program”...
NOW, THEREFORE, it is agreed as follows by Gingartum, LLC and the above Wholesale Buyer or Distributor, hereinafter referred to as "Reseller":
1. THE PRODUCT(S) or product line(s) included in this agreement are, but not limited to: "Gingartum™ brand Nutraceutical Elixir, Gingartum Spice and other related products.
2. DISTRIBUTION RIGHT: Gingartum hereby appoints and grants Reseller the non-exclusive and non-assignable right to buy Gingartum products at a discount and sell those products to its customers. The Gingartum product line is offered and applicable discount calculated is based on percentage off our “Suggested Retail Price.” Though Reseller may offer Gingartum products to their clients for more than the SRP, we urge Reseller to honor that SRP when fiscally feasible.
3. RESELLER IS AN INDEPENDENT CONTRACT ASSOCIATE, NOT AN EMPLOYEE.
As such, Gingartum shall not be responsible for payment of any federal, local or state taxes for, or on behalf of, Reseller, or Reseller's associates. Gingartum shall not be liable for any personal injury, property damage or other loss which may occur as a result of Reseller's actions under this agreement. Gingartum shall also not be liable for payment of any fees, billings or other receipts presented to Reseller by subcontract associates, managers, sidemen, or other vendors not part of this agreement. Reseller herein confirms the validity of any official business license, nonprofit and/or other Tax ID documentation required by law for itself and/or its associates. Gingartum products are currently non-taxable in Texas. If in a different state, the Reseller herein agrees to comply with the sales tax laws of their particular state.
4. TRADEMARK AND LOGO USE: Gingartum hereby grants to the Reseller a limited right-to-use license for Gingartum trademarks and 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 Gingartum’s Resellers and others with a legitimate intent to honestly advertise and sell Gingartum’s Products without unsustainable embellishment;
b. Gingartum has full ownership right to the Logos and Trademark. The Reseller does not acquire any rights, title or interest in or to the above, beyond that set forth herein;
c. The Reseller may not, under any circumstances, alter the appearance of Gingartum Logos, either by alteration, size, color or combination with any other logo. Breach of this section will be grounds for termination of this License, and any other legal remedies Gingartum may deem appropriate.
5. TERM: The term of this Agreement shall be for one (1) year 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.
6. TERMINATION: This Agreement may be terminated under the following stipulations without exception under any circumstances:
a. by the Reseller at anytime upon thirty (30) days written communiqué notice to Gingartum.
b. by Gingartum upon thirty (30) days written communiqué notice to the Reseller for cause or in the event the Reseller breeches this contact;
c. by Gingartum upon written communiqué notice to the Reseller in the event the Reseller becomes over 90 days delinquent on purchase order deliveries; or is involved in any adverse arrangements with creditors, voluntary or involuntary bankruptcy proceedings under the Bankruptcy Laws of the United States;
7. PROGRAM: Gingartum reserves the right to modify or terminate its Reseller “Premier Partner Program” at any time without notice or liability.
8. NOTICE OR COMMUNICATION: Any notice or communication required or permitted hereunder (other than Administrative Notices) shall be in writing and shall be sent to the email or text addresses set forth herein or to such changed address as any party entitled to the notice shall have communicated in writing to the other party. Notices and communications to Gingartum shall be sent to, in order of preference:
Gingartum, LLC • info@gingartum.com
832-919-6619 • Cell/Text/Zelle: 832-591-4391
Office: 2601 Arbor, Houston, TX 77004
Administrative Mailing Addresses:
4107 Inkberry Valley Lane, Houston TX 77045
Or...
Gingartum, LLC, P.O. Box 20057, Houston TX 77225
9. 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 Gingartum. The Reseller shall have no right, power or authority in any way to bind Gingartum to the fulfillment of any condition not herein contained, or to any
contract or obligation, expressed or implied.
10. INDEMNITY: The Reseller agrees to hold Gingartum 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. Non-existent in this contracted agreement is any implied or hidden imposed liability or obligation on Gingartum 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 Gingartum.
11. 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 Gingartum.
12. APPLICABLE LAW: This Agreement shall be governed by the laws of the State of Texas and is accepted by Gingartum at its administrative address in Houston, Harris County, Texas. Gingartum's rights granted hereby are cumulative and in addition to any rights it may have at law or equity.
SIGNATURE:
Reseller has carefully read this document and agrees that all of the arrangements set forth are fair and reasonably required to protect both party's interests. Reseller's electronic submission below is indicative of approval of this Agreement.
IN WITNESS WHEREOF, the above named person attests that they have the rights and ability to cause this Agreement to be electronically signed, executed and binding, effective as of the date submitted below.
