ANKR AUTHORIZED RESELLER AGREEMENT

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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.

Definitions:

RESELLER: A business partner that has entered into a contractual relationship with ANKR / Bleon, to sell ANKR products. This includes, but is not limited to: authorized corporate/individual resellers, catalog/Internet resellers, domestic and international resellers.
DISTRIBUTOR: an agent who supplies goods to stores, resellers and other businesses or authorized individuals  that sell to consumers.
PRODUCT: an article or substance that is manufactured or refined for sale.  ANKR / Bleon is the manufacturer of ANKR products.
TERRITORY: A customer group or geographical area for which an individual, company,  or a reseller holds responsibility. Territories can be based on geography, sales potential, history, or a combination of factors.  Territories are held to guidelines of productivity or other measures agreed upon by all parties.

Section 1: Marketing, Sales and Reporting

a. Marketing and Sale of Products:

i. Reseller shall use its best efforts to promote Product in its Territory. Reseller shall sell or distribute Product obtained only from the Distributor authorized by Bleon to supply such Product to Reseller for Reseller’s resale to its customers. Otherwise, Reseller may only sell product purchased directly from Bleon. Reseller shall not during the term of this Agreement contact Bleon’s suppliers, or any third party, for the purpose of manufacturing or obtaining any product similar to the Product.

ii. Reseller acknowledges: (A) the existence of Bleon’s Minimum Advertised Pricing policy, (B) that Reseller is free to decide whether to follow such policy, (C) that such policy does not constitute an agreement between Reseller and Bleon; and (D) that Bleon may take any actions set forth in the Minimum Advertised Pricing (“MAP”) Policy if Reseller elects not to follow such policy. The MAP Policy is subject to amendment or modification at any time by Bleon unilaterally and in its sole discretion.

iii. RESELLER SHALL NOT PROMOTE, MARKET, ADVERTISE, OFFER TO SELL OR SELL ANY PRODUCT ON OR THROUGH ANY ONLINE MARKETPLACE OR AUCTION SERVICE (E.G., EBAY, AMAZON MARKETPLACE OR LIKE WEBSITES), EXCEPT AS MAY BE EXPRESSLY CONSENTED TO BY BLEON IN WRITING AND IN ADVANCE, AND IT BEING UNDERSTOOD THAT BLEON MAY WITHDRAW ITS CONSENT AT ANY TIME.

iv. Reseller shall observe all directions and instructions given to it by Bleon in relation to the promotion and advertisement of the Product. Reseller shall not make any written statement as to the quality or manufacture of the Product or make any promises or guarantees with reference to the Product other than those expressly set forth in promotional material supplied by Bleon. Reseller shall have no right, power or authority in any way to bind Bleon to any contract or obligation, expressed or implied.

v. Reseller understands that Bleon intends to hold Reseller liable for all legal liability Reseller may owe to Bleon for damages caused to Bleon due to product diversion resulting from the sale of the Product to Reseller. It is Bleon’s policy that no Product shall be sold by any reseller to any person or entity that may resell the Product, whether by retail, mail, Internet, swap meet, flea market, or other commercial means or in violation of U.S. laws, rules or regulations, including the U.S. Export Administration Regulations (the “Anti-Diversion Policy”). Reseller shall not sell any Product to any person or entity that Reseller has reason to believe has the intention of reselling the goods, exporting them from the Territory, or otherwise acting in violation of the Anti-Diversion Policy. Reseller shall institute reasonable and appropriate procedures and security measures, which Bleon may periodically review, to prevent diversion of Product and fulfill its obligations set forth in this Section 1(a)(v). Reseller shall make reasonable efforts to identify violations or potential violations of the Anti-Diversion Policy. Reseller shall make reasonable efforts to educate the customers to which it sells the Product regarding the Anti-Diversion Policy. Reseller agrees to ensure that customers to which it sells Product do not directly or indirectly advertise or solicit sales or sell the Product via mail or on the Internet. In addition, if Reseller has obtained written approval from Bleon that it can sell the Product on its own individual website, Reseller shall ensure that it structures its fulfillment system in such a manner that no more than ten (10) individual units of Product are sold to the same customer, to the same address, or charged to the same credit card in a ninety (90) day period without Bleon’s written consent. Reseller agrees to compensate Bleon for reasonable damages for any violation of this Section 1(a)(v), and also to reimburse Bleon for the repurchase of Product by Bleon from any other entity to which or through which Reseller or its customers have diverted the Product in violation of the Anti-Diversion policy. vi. In connection with Reseller’s activities under this Agreement, Reseller shall comply with: (1) all applicable laws, rules, and regulations, (2) all terms and conditions, and (3) appropriate ethical standards.

b. Reports: Upon Bleon’s request, Reseller shall submit to Bleon a written report detailing (i) purchases of Product by Reseller from the Distributor or from Bleon in the prior calendar month, (ii) sales of Product to Reseller’s customers in the prior calendar month, (iii) service stock and outstanding customer orders as of the end of the prior calendar month, and (iv) any other information Bleon may reasonably require from time to time. Such reports shall be considered Confidential Information of Reseller and otherwise protected under Section 2(c) of this Agreement.

c. Indemnity: Reseller agrees, at its own cost, to indemnify, defend and hold harmless Bleon, its affiliates, and any and all other entities in the Bleon group of companies, and their respective officers, directors, employees and agents from and against all actions, proceedings, losses, damages, liabilities, claims, costs and expenses, including without limitation fines, penalties, legal and other professional fees and expenses, arising out of or resulting from acts or omissions or deemed acts or omissions of Reseller, including without limitation the sale of Product to Reseller’s customers.

Section 2: Proprietary Rights

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.

Section 3: Duration of Agreement

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.

Section 4: Warranty and Liability

a. Warranty:

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.

Section 5. General Provisions

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.

Rev. 1/20/2016