Bleon LLC. (“Bleon”) understands that the applicant (or “Reseller”) has entered into, or intends to enter into, an agreement with one or more authorized Bleon distributor(s) (each, the “Distributor”) pursuant to which Distributor will supply certain Bleon products, as may be designated from time to time by Bleon, (the “Product”) to Reseller for resale. If Reseller does not enter into an Agreement with Distributor, Reseller must purchase Bleon products directly from Bleon.
These terms (the “Agreement”) authorize Reseller to resell Product (a) through physical retail outlets, and (b) on or through approved websites, it being also understood that Bleon may withdraw its approval for any such website or other electronic means at any time by notice to Reseller, and set forth in the agreement between Bleon and Reseller with respect to all such sales. Bleon’s initial and continued consent to the relationship contemplated by this Agreement is expressly conditioned on the acceptance of said Agreement.
RESELLER IS EXPRESSLY PROHIBITED FROM SELLING PRODUCT ON OR THROUGH THE INTERNET EXCEPT THROUGH THE APPROVED INTERNET CHANNELS AND ONLY WITH EXPLICIT CONSENT FROM BLEON.
a. Marketing and Sale of Products:
a. Brand Guidelines: Reseller shall abide by Bleon’s brand guidelines (the “ANKR Trademark and Brand Policy”) as provided by Bleon to Reseller from time to time, including by posting on Bleon’s website currently accessible by Reseller at sell.ankr.com.
b. Confidentiality: Bleon and Reseller each agree and undertake that during the term of this Agreement and thereafter it shall keep confidential and shall not use for its own purposes, nor without the prior written consent of the other disclose to any third party, any information of a confidential nature (including, without limitation, the terms and conditions of the Agreement, and any information relating to the other party's products, operations, processes, plans or intentions, product information, know-how, design rights, trade secrets, wholesale pricing information, and other information of commercial value) which may become known to a party from the other party (“Confidential Information”), unless the information (1) is public knowledge or already known to that party at the time of disclosure or (2) subsequently becomes public knowledge other than by breach of this Agreement or (3) subsequently comes lawfully into the possession of that party from a third party. To the extent necessary to implement the provisions of the Agreement, each party may disclose Confidential Information to those of its employees as may be reasonably necessary or desirable, provided that before any such disclosure each Party shall make those employees aware of its obligations of confidentiality under this Agreement and shall at all times procure compliance by those employees with them.
a. Term: This Agreement shall be effective as of the date Reseller receives approval to participate in the Authorized Reseller Program, and shall continue indefinitely until terminated pursuant to the Agreement hereof. The Agreement will automatically terminate upon the termination of the Authorized Distributor Agreement.
b. Termination for Convenience: Either party may terminate the Agreement without cause upon thirty (30) days’ prior written notice to the other party.
c. Termination for Breach: Bleon may at any time terminate this Agreement with immediate effect, without notice to Reseller, if Reseller materially breaches any of the term and conditions of this Agreement. Either party may terminate this Agreement if the other party materially breaches any of its terms or conditions and fails to cure such breach within ten (10) days following receipt of written notice thereof.
d. Effect of Termination: Upon termination or expiration of this Agreement, Bleon, at its option, may repurchase any or all Product then in Reseller’s possession at prices not greater than the prices paid by Reseller for such Product, provided, however that any such repurchase of Product by Bleon shall be contingent on Reseller’s shipment of the Product (at Reseller’s expense) to Bleon’s designated location in the Territory, and on verification by Bleon that the Product is in its original packaging and in new and immediately salable condition. The terms and conditions of Sections (What sections should be listed here?) shall survive any termination or expiration of this Agreement. In addition, in the event of any expiration of this Agreement or termination of this Agreement pursuant to Section 3(b), all rights and obligations of the parties hereunder shall survive with respect to any order for Products accepted by the Distributor prior to such expiration or termination.
i. Bleon warrants Product in accordance with Bleon’s standard Product warranty issued from time to time by Bleon (the “Product Warranty”). Bleon will repair or replace any Product that does not comply with the Product Warranty. The Product Warranty does not cover defects or damage caused to Product by Distributor, Reseller, or any third party. If it is determined that any defect in Product is not the fault of Bleon, or such defect or damage was caused by or attributable to Reseller, its customers, Distributor, or any third party, Reseller agrees to pay all charges associated with each such repair or replacement, including without limitation all charges for labor, materials and shipping.
ii. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 4(a)(i), BLEON EXPRESSLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. RESELLER’S SOLE REMEDY FOR ANY NONCONFORMING OR DEFECTIVE PRODUCT OR FOR ANY BREACH OF THE PRODUCT WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF NONCONFORMING UNITS OR PARTS OF SUCH PRODUCT.
b. Liability: IN NO EVENT SHALL BLEON, ITS AFFILIATES, OR ANY OTHER ENTITY IN THE BLEON GROUP OF COMPANIES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS BE LIABLE TO RESELLER OR ANY OF ITS CUSTOMERS FOR ANY SPECIAL, INDIRECT, RELIANCE, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, LOST PROFITS OR LOST REVENUE, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF BLEON, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS HAVE BEEN NOTIFIED OF THE POSSIBILITY THEREOF. THE AGGREGATE LIABILITY OF BLEON, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR CLAIMS ARISING UNDER THIS AGREEMENT OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS ACTUALLY RECEIVED BY BLEON IN CONNECTION WITH THIS LETTER IN THE THREE (3) MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCES GIVING RISE TO THE LIABILITY.
a. Governing Law; Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, United States of America, without giving effect to the principles of conflicts of law of any jurisdiction.
b. Assignment; Sub-distributors: Reseller may not assign its rights, duties or obligations under this Agreement, in whole or in part, without Bleon’s prior written consent. Any prohibited assignment shall be null and void. All terms and conditions of this Agreement shall be binding on and inure to the benefit of the successors and permitted assigns of the parties. Reseller shall not sell the Product through a sales agent or to a sub-distributor or reseller.
c. Notices: Notices hereunder must be in writing, except as otherwise stipulated herein, and given to the other party by certified first class mail, postage prepaid and return receipt requested, or by air courier to the mailing address set forth above for notices sent to Reseller, or to 1312 5th Ave S, Nashville, Tennessee, 37208, USA, Attn.: General Counsel, for notices sent to Bleon, or to such other address as either party may designate by providing notice as set forth herein. Notices shall be effective when received.
d. Entire Agreement: This Agreement sets forth the entire understanding of the parties with respect to the matters set forth herein and shall supersede any prior negotiations or agreements, whether written or oral, with respect thereto. This Agreement may not be amended or waived except by a written instrument signed by both parties. The waiver by either party of any right provided under this Agreement shall not constitute a subsequent or continuing waiver of such right or of any other right under this Agreement. If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforced provision shall affect only that provision and shall not make any other provision of this Agreement invalid or unenforceable, and the unenforceable provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.