PARTICIPATION AGREEMENT
This Participation Agreement (“the Agreement”) contains the complete terms and conditions that apply to your participation as a member of the Fundraising Program for School Logo Shoppe (www.schoollogoshoppe.com)(the “Merchant”), which is a website operated by Roxie Kelly Creations (“we” “us” “Merchant”).
In this Agreement, you are sometimes referred to as “you”, “your” or “Participant”. For purposes of this Agreement, “Merchant Content” means any and all trademarks, service marks, trade names, logos, banners, buttons, data, digital images, graphics, text and other content and material which we may, in our sole discretion, make available to you in connection with this Fundraising Program from time to time. “Merchant Partners” means applicable retail partners, e-commerce sites, schools, booster clubs, teams, websites, vendors or other contracting parties. “Products” mean items sold to consumers via the www.schoollogoshoppe.com site.
THIS IS A LEAGALLY BINDING AGREEMENT. BY JOINING THIS FUNDRAISING PROGRAM AND RECEIVING AND USING LINKS TO THE MERCHANT WEBSITE, YOU ARE CONFIRMING THAT YOU HAVE READ THIS AGREEMENT AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE TERMS OR CONDITIONS SET FORTH HEREIN, DO NOT JOIN THIS FUNDRAISING PROGRAM.
TERMS AND CONDITIONS
In consideration of the promises set forth below, we agree as follows:
- ENROLLMENT IN THE PROGRAM. In order to participate in this Fundraising Program you must complete a Registration Form. You will be notified if your application has been accepted or rejected. We reserve the right to reject any application in our sole discretion. If we reject your application, you may re-apply at anytime. You must be at least 18 years of age to join this Fundraising Program. By submitting an application to participate in this Fundraising Program, you agree that (i) all information that you provide to us in connection with your participant application and/or in connection with your participation in this Fundraising Program is true, complete and accurate, (ii) you have all necessary rights and authority to enter in to this Agreement and perform your obligations hereunder, (iii) this Agreement will constitute a legal, binding and enforceable agreement against you in accordance with the terms and conditions herein, and (iv) your execution and performance hereunder will not conflict with or result in a breach or violation of any other agreement, arrangement or understanding to which you are bound.
- PARTICIPANT WEBSITE. We will allow a registered organization to link to our website via their school’s website. All other websites will be subject to approval by Roxie Kelly Creations and may be rejected for any reason.
- RIGHT TO USE MERCHANT CONTENT. We will provide participants with product photos, product descriptions, and any other pertinent product information to enable participants to promote their school’s items. We reserve the right to limit or terminate your rights to use the Merchant Content for any reason at any time in our sole and absolute discretion. Upon termination of this Agreement, for any reason, you shall immediately cease using, displaying, or otherwise maintaining any interest in the Merchant Content. Such Merchant Content may be, directly or indirectly, owned by us.
- MERCHANT CONTENT USAGE RESTRICTIONS. You agree you will not (i) modify or alter derivative works based on the Merchant Content (ii) sell, market, license, sublicense, distribute, or otherwise grant to any person or entity any right or interest in the Merchant content (iii) take any action which may cause deception, confusion or otherwise dilutes the quality of the Merchant Content or the goodwill associated therewith, or (iv) use the Merchant Content in any manner which disparages or portrays us in a false, competitively adverse or poor light. You also agree to immediately replace or remove any Merchant Content from your website at our request and to not modify or alter any content provided to you.
You may not, without our prior written consent, generate or send any communication that in any way suggests, implies, or misleads the recipient to believe School Logo Shoppe or Roxie Kelly Creations was the sender or sponsor of such communication.
- OPERATIONS AND MAINTENANCE OF THE MERCHANT WEBSITE. You acknowledge and agree that we will accept or reject, in our sole and absolute discretion, all orders by customers for merchandise placed on or through the Merchant Website. You further acknowledge and agree that (i) we can, or do, guarantee the availability of any merchandise offered for sale on the Merchant Website, and (ii) we are solely responsible for all pricing, merchandising, order processing, order fulfillment, shipping, returns and all other aspects of the Merchant Website and the sale of merchandise thereunder. Customers who access the Merchant Website will be deemed customers of us. All information obtained through the use of the Merchant Website shall be our exclusive property.
- REVENUE SHARE. During the term of this Agreement, we agree to pay you a revenue share (the “Revenue Share”) equal to the applicable percentage of Gross Revenue determine pursuant to the schedule set forth in the Fundraising Program overview/description materials posted and provided by us. We reserve the right, at our sole discretion, to change, modify, add or remove portions of this Revenue Share schedule at any time without notice. For purposes of this Agreement, “Gross Revenue” means all cash consideration (not including any portion of payment made through the redemption of gift certificates, coupons, or credits) from merchandise sold, less all taxes, shipping and handling charges, gift wrapping and other value-added service charges, returns, and chargebacks. We do not pay a revenue share on the purchase of a gift certificate. Subject to the terms and conditions of this Agreement, we will donate the above-described revenue share on a quarterly basis, after a 30 day merchandise return period.
- REVENUE SHARE TRACKING. We will track sales on a per item basis for each organization registered with School Logo Shoppe. We will share this information freely and within 1 business day of the request.
- TERM AND TERMINATION. This Agreement shall automatically terminate July 31th following the registration date or when we no longer maintain the School Logo Shoppe website. Additionally, either party may terminate this Agreement at any time and for any reason by providing notice to the other party. We may also terminate this Agreement immediately, without notice, if we determine, at our sole discretion, that you have breached this Agreement or that your website is unsuitable to participate in the Fundraising Program.
- MODIFICATION OF AGREEMENT. We reserve the right to modify or alter the terms of this agreement, at any time in our sole discretion, by posting a change of notice or a new agreement on the Merchant Website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOU AGREE THAT YOUR SOLE RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE MERCHANT CONTENT AND PARTICIPATION IN THIS FUNDRAISING PROGRAM FOLLOWING ANY MODIFICATION OF THIS AGREEMENT SHALL CONSTITUTE CONCLUSIVE AND BINDING ACCEPTANCE TO ANY MODIFICATION OR NEW AGREEMENT.
- WARRANTY DISCLAIMER. We do not make any warranties, representations, or guarantees, with regard to the products or services sold through the Merchant Website, the operation and maintenance of the Merchant Website, whether express or implied, arising by law or otherwise, including without limitation any implied warranty of merchantability, fitness for a particular purpose, or non-infringement or any implied warranty arising from course of performance, course of dealing, or usage of trade. Without limiting the generality of the foregoing, we make no representation that the operation of the Merchant Website will be uninterrupted or error-free.
- LIMITATION OF DAMAGES. We will not have any liability (whether in contract, warranty, tort (including, but not limited to, negligence), product liability or other theory) for any indirect, incidental, special, punitive, or consequential damages or any loss of revenue, data or profits arising under or with respect to this Agreement or the Fundraising Program, even if we were advised of the possibility of such damages. Further, our aggregate liability arising under or with respect to this Agreement or the Fundraising Program will in no event exceed the total revenue share paid or payable by us to you under this Agreement during the preceding twelve (12) month period prior to the date such liability arose. All claims made hereunder by you against us shall be made within 120 days of the act or omission, which forms the basis of such claims.
- INDEPENDENT CONTRACTORS. We and the registered organization are each independent contractors and nothing in this Agreement or Fundraising Program documents is intended to or will create any form of partnership, joint venture, agency, franchise, sales representative, or employment relationship.
- ASSIGNMENT. You may not assign this Agreement or any of your rights or delegate any of your obligations under this Agreement, by operation of law or otherwise, without our prior written consent, and any such attempted assignment shall be void.
If you have any questions, please call
(605) 335-8160 (Sioux Falls local calls)
1-888-335-8160 (toll-free call)
Send an email for your packet to Roxie Kelly.
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