DISTRIBUTOR APPLICATION FORM
This International Distributor Agreement (this “Agreement”) is dated as of signature date (the “Effective Date”), by and between Tire Stickers, LLC, a Massachusetts, U.S.A., limited liability company (“Tire Stickers”), and the party executing this Agreement as Distributor, as stated below:
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INTERNATIONAL DISTRIBUTOR AGREEMENT
This International Distributor Agreement (this “Agreement”) is dated as of signature date (the “Effective Date”), by and between Tire Stickers, LLC, a Massachusetts, U.S.A., limited liability company (“Tire Stickers”), and the party executing this Agreement as Distributor, as stated below:
AGREEMENT
RECITALS
A. Tire Stickers is the exclusive global provider of unique branding solutions engineered for simple, steadfast application to tire sidewalls;
B. Distributor is as typed above in this document / form located at the address listed above; and
C. Tire Stickers and Distributor desire to enter into an arrangement for Distributor’s use of Tire Sticker’s Products, Intellectual Property, and other proprietary rights in the Territory.
Therefore, the parties agree as follows:
1. The Agreement. The following documents attached hereto are included in this Agreement and are hereby incorporated by reference as part of this Agreement:
Schedule A: Definitions
Schedule B: Products
Schedule C: Intellectual Property
Schedule D: Territory
Schedule E: Warranty
Schedule F: Pricing
Schedule G: Sales Targets
2. Appointment of Distributor.
2.1. Appointment. Subject to the terms and conditions of this Agreement, Tire Stickers hereby appoints Distributor as an authorized non-exclusive distributor of Products to Customers in the Territory during the Term and Post-term Sales Period. The parties may from time to time amend the Territory and Products to reflect agreed upon changes. Such changes will be reflected in amendments made to that certain ancillary document corresponding to such change by replacing said ancillary document attached hereto with an amended version of said ancillary document, which has been jointly initialed by the parties’ respective authorized representatives, being attached to this Agreement in place of the prior version of the ancillary document.
2.2. Subdistributors. Distributor shall not, without the prior written consent of Tire Stickers:
2.2.1. Appoint any subdistributor, reseller, or other Person to sell or distribute Products at the wholesale or distributor level; or
2.2.2. Sell Products to any Person, other than to a subdistributor, reseller, or other Person previously approved by Tire Stickers, who Distributor knows, should have known, or reasonably believes is purchasing Products for resale.
3. Marketing and Sales. Subject to Section 3.13, Distributor shall, in good faith and at its own expense:
3.1. market, advertise, promote, and sell the Products to Customers located in the Territory consistent with good business practice, in each case using its best efforts to maximize the sales volume of the Products;
3.2. Distributor is responsible for any translation, reproduction, and printing necessary to make them suitable for use by it in the performance of its sales activities;
3.3. establish and maintain a sales and marketing organization sufficient to develop to the satisfaction of Tire Stickers the market potential for the sale of the Products, independent sales representatives and a distribution organization and facilities sufficient to make the Products available for shipment by Distributor to each Customer immediately on receipt of order;
3.4. only resell or offer to resell the Products that Distributor currently has in inventory or that have been ordered from Tire Stickers and which order has been accepted by Tire Stickers as available for delivery to Distributor, unless Distributor has received prior written authorization from Tire Stickers;
3.5. develop and execute a marketing plan sufficient to fulfill its obligations under this Agreement;
3.6. have sufficient knowledge of the industry and products competitive with each Product (including specifications, features, and benefits) so as to be able to explain in detail to the Customers:
3.6.1. the differences between the Product and competing products, if any; and
3.6.2. information on standard protocols and features of each Product;
3.7. observe all directions and instructions given to it by Tire Stickers in relation to the marketing, advertisement, and promotion of the Products, including Tire Stickers’ sales, marketing, and merchandising policies as they currently exist or as they may hereafter be changed by Tire Stickers, to the extent that these marketing materials, advertisements, or promotions refer to the Products or otherwise use Tire Stickers’ Intellectual Property;
3.8. in any and all contact between Distributor and any Customer, the Distributor must identify to the Customer Distributor's full legal name, trade name, or both;
3.9. market, advertise, promote, and resell Products and conduct business in a manner that reflects favorably at all times on Products and the good name, goodwill, and reputation of Tire Stickers;
3.10. promptly notify Tire Stickers of any complaint or adverse claim about any Products or its use of which Distributor becomes aware; provided, that nothing in this Agreement requires Distributor to reveal proprietary pricing information; and
3.11. on the first Business Day of each month/on request, provide Tire Stickers with a written survey of the current and 3-month forecast of demand for the Products in the Territory, especially in relation to similar or competing products.
3.12. Tire Stickers reserves the right to modify its offering of Products from time to time in its sole discretion, with or without prior notice to Distributor.
3.13. Prohibited Acts. Notwithstanding anything to the contrary in this Agreement, neither the Distributor or its personnel will:
3.13.1. engage in any unfair, competitive, misleading, or deceptive practices respecting Tire Stickers, Tire Sticker’s Intellectual Property, or the Products, including any Product disparagement or “bait-and-switch” practices;
3.13.2. register, nor have registered, any trademarks, trade names, symbols, domain names, social media accounts (e.g., Facebook, Twitter, etc.) of Tire Stickers (or which are confusingly similar to Tire Stickers), in the Territory or elsewhere and you expressly acknowledge that any such domain name registration in violation of this section constitutes “bad faith” within the meaning of the Anticybersquatting Consumer Protection Act, the University Dispute Resolution Policy, or similar domain name dispute resolution policies.
3.13.3. market or distribute the Products other than in the form and packaging as delivered by Tire Stickers to Distributor under this Agreement; or
3.13.4. ship or otherwise deliver Product to any facility in a location that has not been approved by Tire Stickers or is outside the Territory.
3.14. Sales Target. Distributor will use its best efforts to achieve the sales targets established by the parties and set forth on Schedule G. The parties will mutually agree upon and establish Sales Targets for future years beyond 2018 no later than October 15 of the year prior to the one in which such Annual Sales Target shall become effective. Schedule G shall be automatically amended to reflect the Sales Target in effect for each year during the Term based on the foregoing calculations and shall be automatically amended to include the Sales Targets established by the parties for years beyond 2018.
4. Intellectual Property Rights.
4.1. License of Intellectual Property Rights. Tire Stickers hereby grants to Distributor, during the term of this Agreement, a limited, royalty-free, non-exclusive, sublicensable (subject to Tire Sticker’s prior written consent and authorization), limited, non-transferrable license to use the Intellectual Property for authorized purposes related to its distribution of Products. Distributor’s use of any of the Intellectual Property in any catalogue, promotional materials, or advertising materials not created or provided by Tire Stickers, shall be subject to Tire Stickers’ prior review and written consent. Distributor acknowledges that the Intellectual Property is subject to change and that Distributor is responsible for ensuring that the Intellectual Property used by Distributor is current. Distributor shall not customize, manipulate, or otherwise alter any of the Intellectual Property without Tire Stickers’ prior written consent.
4.2. Limitations. Distributor shall not place or retain any of the Intellectual Property in Distributor’s own name or any business name. Distributor shall not use any of the Intellectual Property in any manner that suggests an affiliation with Tire Stickers other than that of a distributor of Products. Distributor shall employ any symbol or notice with the Intellectual Property that Tire Stickers advises is necessary, from time to time, to identify and protect the interest of Tire Stickers in the Intellectual Property. Distributor is not permitted to sell through 3rd party eCommerce websites including but not limited to Amazon, eBay, Etsy, etc. Except for Distributor’s own brands, labels, signs, or markings (if any), Distributor shall apply no other trade name, nor any labels, signs, or markings of any kind to any Product without the prior written consent of Tire Stickers. Distributor hereby acknowledges that:
4.2.1. Tire Stickers is the sole owner of the Intellectual Property and the goodwill pertaining thereto;
4.2.2. nothing contained herein constitutes an assignment of the Intellectual Property or a grant to Distributor of any right, title, or interest therein, except the right to use them as set forth in this Section 4; and
4.2.3. Distributor shall not contest Tire Stickers’ ownership of the Intellectual Property, either during or after the term of this Agreement.
5. Customer Relations; Warranty Claims.
5.1. Distributor will be solely responsible for addressing, servicing and remedying all Customer complaints and warranty claims regarding the Products, at Distributor’s own cost. Distributor will maintain a record of all Customer complaints or other feedback regarding Products received by Distributor (collectively, the “Records”) and shall provide the Records to Tire Stickers on a monthly basis, within 10 days after the end of each calendar month. Distributor will hold any allegedly defective Product that is the subject of a warranty claim in storage until such time as Tire Stickers receives the Records relating to such defective Product and Tire Stickers notifies Distributor of its desire to inspect the allegedly defective Products or that Distributor may dispose of the allegedly defective Product. Tire Stickers hereby disclaims, and Distributor hereby releases Tire Stickers from, any and all liability with respect to warranty claims.
6. Orders and Lead Time.
6.1. Tire Stickers will only accept orders from authorized representatives of Distributor. Distributor authorizes the following persons to place orders with Distributor, which list may be amended or supplemented from time to time upon prior written notice to Distributor. A copy of all orders will be emailed to the authorized representative for final approval, which will be confirmed and accepted via an email reply to Tire Stickers. Tire Stickers will use commercially reasonable efforts to ship orders within 15 Business Days from final confirmation of the order.
7. Prices and Payment Terms.
7.1. Price. The price for the Products agreed upon by the parties is set forth on Schedule F. Distributor acknowledges that Tire Stickers’ may modify the pricing at any time upon at least 90 days’ written (including email) notice to Distributor.
7.2. Payment Terms. Tire Stickers will invoice Distributor for Products on the date they are picked up by the carrier. All orders for Product are due and payable within 15 days of the invoice date. Invoices must be paid in full prior to shipment of any subsequent orders for Product. All Products shall be priced and sold in United States Dollars. In addition to the invoiced price for Products, Distributor shall be liable for any and all credit card fees, electronic funds transfer fees, or other similar finance charges arising in connection with its payment of any such invoice, without any right of Distributor to deduct any such fees or charges from the invoiced price for Products. Any questions regarding outstanding invoices are to be directed to Keith Ferry.
8. Shipping.
8.1. Unless otherwise agreed to between the parties, Tire Stickers will ship Products to Distributor via UPS Worldwide. For purposes of clarification, Distributor is responsible for all charges subsequent to the Products being loaded onto the carrier related to shipping the Products. Distributor is responsible for importation of the Products and for all importation and customs costs, fees, and licenses. Delivery to Distributor and transfer of risk of the Products occurs when Tire Stickers loads them for shipment by the carrier. Title to the Products shall continue to be held by Tire Stickers until all amounts payable by Distributor in connection with any deliveries by Tire Stickers, including interests and collection costs, have been paid in full by Distributor to Tire Stickers. Upon request and before delivery, Tire Stickers shall provide to Distributor a Certificate of Origin in the format requested by Distributor concerning any Products.
9. Taxes and Expenses.
9.1. Distributor shall bear all federal, state, local, and foreign sales, use, and other taxes imposed on the sale or purchase of Products hereunder (including all taxes imposed by any jurisdiction within the Territory), as well as all export and import duties and broker fees, tariffs, freight forwarding costs, and other similar expenses. Distributor shall bear and pay all of its own costs and expenses incurred in performing its obligations under this Agreement, including (without limitation) commission or other compensation to sales representatives employed by Distributor. Except for price lists and marketing brochures provided by Tire Stickers (if any), all expenses incurred by Distributor for advertising, attendance at trade shows, and other marketing activities related to the sale of Products shall be borne solely by Distributor. Distributor shall submit a sample advertising or promotional material to Tire Stickers for Tire Stickers’ written approval before Distributor can use any such materials by Distributor.
10. Covenants of Distributor.
10.1. Compliance with Law; Ethical Standards. Distributor shall comply with all applicable federal, state, local, and foreign laws, regulations, and requirements (including all laws, regulations, and requirements of any jurisdiction within the Territory) applicable to it its marketing, sale, and distribution of Products, including but not limited to: (i) the United States Foreign Corrupt Trade Practices Act of 1977, as amended, (ii) U.S. Export Administration Regulations, (iii) International Traffic in Arms Regulation, (iv) U.S. Patriot Act, as amended, (v) U.S. Treasury regulations, (vi) anti-dumping laws, and (vii) all other U.S. laws and regulations relating to international trade and investment activities. Without limiting the generality of the foregoing, (i) Distributor shall obtain all licenses, permits, and authorizations that are legally required under all applicable laws (including all laws, regulations, and requirements of any jurisdiction within the Territory) or commercially advisable to its performance hereunder, and (ii) Distributor shall not knowingly export or re-export any Product or related technical data to any person, entity, or country in violation of any United States export control laws or regulations, as the same are published or distributed by the Office of Foreign Assets Control under the U.S. Department of Treasury (or any successor agency). Distributor represents and warrants to Tire Stickers that neither it nor any affiliated or predecessor entity is or has been within the past five (5) years the subject of any investigation or legal proceeding in the United States or any other jurisdiction (including any jurisdiction within the Territory) alleging fraudulent or unethical business practices. If a party is provided notice, correspondence, subpoena, or other contact that a governmental investigation has been initiated related to this Agreement, the party shall immediately notify the other party in writing of the investigation or inquiry. The parties agree to assist one another in responding to or defending against any governmental inquiry into the parties’ compliance with applicable laws. Distributor shall not engage in any deceptive, unethical, or illegal business practice, promotion, or advertising that could reasonably be expected to be injurious to Tire Stickers’ business, reputation, or goodwill. Distributor shall not purport to give or modify any warranty regarding any of the Products beyond the written warranties provided by Tire Stickers in connection with its sale of Products. Distributor shall properly and timely inform its applicable employees and agents of Distributor’s covenants and obligations under this Agreement so as to ensure such employees’ and agents’ compliance herewith. Distributor shall be directly liable to Tire Stickers for any act or omission of Distributor’s employees or agents, whether or not authorized by Distributor.
10.2. Sales Organization; Quality. Distributor shall maintain a sales organization of qualified personnel who are fully trained and knowledgeable about the Products. Without limiting the foregoing, Distributor shall employ at least one designated individual who is fully knowledgeable of the Tire Stickers Product line (and who shall keep himself fully apprised regarding updates to the Tire Stickers Product line) for purposes of training Distributor’s sales staff and assisting Distributor’s sales staff with sales efforts. Distributor shall maintain commercially reasonable standards of quality and performance in all of its operations and fulfillment services provided hereunder.
10.3. Training of Customers. Distributor shall train all of its Customers on the proper installation of the Products, in accordance with Tire Stickers’ written installation instructions, a copy of which shall be made available by Tire Stickers to Distributor upon written request.
10.4. Inventory Supply. Distributor shall maintain an adequate selection and stock of the Products as is necessary to fulfill Customers’ demands, as determined by Distributor based upon its prior business operations and experience.
10.5. No Disassembly, Tampering or Alteration. All Products shipped by Tire Stickers to Distributor shall be shipped packaged goods ready for resale by Distributor. Distributor shall not disassemble any Product unit, remove or replace any component or part of a Product unit or otherwise tamper with or alter any completed Product unit from the form in which it is shipped by Tire Stickers to Distributor. Any failure of Distributor to comply with its covenants under this Section 10.5 will render Distributor solely liable for any and all warranty, product liability, or other claims and liabilities arising from the distribution, sale or use of such Product units (in addition to all other liabilities that Distributor shall have to Tire Stickers for breach of this Agreement).

10.6. Periodic Reports. Tire Stickers may require Distributor to deliver to Tire Stickers via electronic mail to such address as may be specified by Tire Stickers, in form and substance as is reasonably acceptable to Tire Stickers, summary reports relating to Distributor’s sales activities, as well as such additional matters as Tire Stickers may require in its sole discretion. Tire Stickers may change its reporting requirements from time to time in its sole discretion.
10.7. Exclusivity. During the term of this Agreement, Distributor will not promote, offer for sale or sell any products that compete, in Tire Stickers’ reasonable and sole discretion, with the Products sold hereunder.
11. Term; Termination.
11.1. Term. The term of this Agreement shall commence on the date first written above and shall continue until terminated as provided in Section 11.2.
11.2. Termination. This Agreement may be terminated as follows:
11.2.1. At-will. At any time after December 31, 2018, this Agreement may be terminated by either party by delivery of at least 60 days’ prior written notice to the other party.
11.2.2. Failure to Achieve Sales Target. Beginning with calendar year 2015 and thereafter, if Distributor fails to achieve a Sales Target, Distributor will lose its rights hereunder and Tire Stickers will have the right to terminate this Agreement upon at least 30 days’ notice to Distributor. Tire Stickers’ rights pursuant to this Section 11.2.2 are subject always to the provisions of Section 15.3 of this Agreement. Tire Stickers’ right of termination pursuant to this Section 11.2.2 may be exercised in Tire Stickers’ sole and absolute discretion as long as Tire Stickers shall: (i) permit Distributor during the 90 day notice period to make written submissions in support of Distributor’s continued service and (ii) consider and analyze relevant trading information and data, including national economic conditions and relevant trading conditions, then prevailing when making its termination assessment.
11.2.3. Breach. If, at any time, either party commits a material breach of its obligations hereunder (including any breach by Distributor of any of its covenants under Section 10), the non-breaching party may, in addition to all other remedies available to it at law and in equity, terminate this Agreement by written notice to the breaching party, which notice shall identify and describe the basis for such termination as long as such termination does not occur if the breaching party has cured such breach (if curable) within 30 days from the date of receipt of such notice.
11.2.4. Suspension for Breach.Except with respect to any payments due by Distributor to Tire Stickers, whether for the purchase of Products or otherwise, and Distributor’s covenants under Section 10, upon providing notice of a material breach under Section 11.2.3, the non-breaching party may, at its option, in lieu of terminating this Agreement, suspend all of its obligations hereunder until such material breach is cured.
11.3. Post-Termination. Following the expiration or earlier termination of this Agreement for any reason, on the expiration or earlier termination of this Agreement, except for termination by Tire Stickers for Section 11.2.2 or Section 11.2.3, Distributor may, in accordance with the applicable terms and conditions of this Agreement, sell off its existing inventories of Products for a period of three months following the last day of the Term (“Post-term Sale Period”).
12. Confidentiality; Non-Solicitation.
12.1. Confidential Information. Distributor acknowledges that, from time to time during the term of this Agreement, it shall acquire or gain access to confidential and proprietary information of Tire Stickers regarding Tire Stickers’ business and operations, including (without limitation) non-public Product information and pricing, contract terms (including the terms of this Agreement), non-public Product warranty terms or procedures, sales, or other financial performance data, Tire Stickers customer lists, training materials and protocols and other information that a reasonable person would conclude to be confidential and proprietary to Tire Stickers (collectively, “Confidential Information”). Distributor acknowledges that all such Confidential Information is the exclusive property of Tire Stickers and constitutes confidential and proprietary information of Tire Stickers, that disclosure of such information to Distributor is being made only because of the position of trust and confidence that Distributor occupies because of its agreement to the restrictions contained in this Section 12.1, that Distributor’s knowledge of such information could enable Distributor to unfairly compete with Tire Stickers in a manner likely to cause Tire Stickers irreparable harm, that disclosure of such information to third parties would similarly cause irreparable harm to Tire Stickers, and that the restrictions imposed upon Distributor’s receipt, use, and disclosure of such information are reasonable.
12.2. Prohibition on Disclosure and Misuse of Confidential Information. Distributor hereby covenants and agrees that, without the prior written consent of Tire Stickers, Distributor shall not, nor shall it cause or permit any of its affiliates, employees, or agents to, directly or indirectly, disclose to any person or entity or use for its own account or benefit or for the account or benefit of any other person or entity any Confidential Information; provided, however, that the foregoing restriction shall not apply to (i) information that Distributor can demonstrate with reasonable evidence is generally known to, and available for use by, the public other than as a result of the breach of this Agreement or any other agreement pursuant to which Distributor or any other person or entity owes any duty of confidentiality to Tire Stickers or previously owed any duty of confidentiality to Tire Stickers, (ii) information that is required to be disclosed pursuant to applicable law or a court or arbitrator’s order, or (iii) disclosure by Distributor that is reasonably necessary for Distributor to exercise its rights or satisfy and perform its covenants and obligations under this Agreement. Distributor’s covenants under this Section12.2 shall survive the termination of this Agreement indefinitely.
12.3. Non-Solicitation of Tire Stickers Employees. During the term of this Agreement and for a period of one year following the expiration or earlier termination hereof, Distributor shall not induce or encourage (or attempt to induce or encourage) any employee of Tire Stickers to terminate his or her employment with Tire Stickers, whether for purposes of employing or contracting with any such employee or for any other reason, or otherwise interfere in any way with the relationship between Tire Stickers and any such employee.
13. Warranties; Limitation of Liability.
13.1. LIMITATION OF WARRANTIES. TIRE STICKERS’ WARRANTIES WITH RESPECT TO ITS PRODUCTS ARE LIMITED TO THE WRITTEN WARRANTIES PROVIDED WITH SUCH PRODUCTS UPON SALE, A CURRENT COPY OF WHICH IS ATTACHED AS SCHEDULE E BUT WHICH REMAINS SUBJECT TO CHANGE FROM TIME TO TIME BY TIRE STICKERS. TIRE STICKERS EXPRESSLY DISCLAIMS ANY OTHER WARRANTY OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. AS PROVIDED IN SECTION 5, DISTRIBUTOR SHALL BE SOLELY RESPONSIBLE FOR ADDRESSING, SERVICING AND REMEDYING ALL WARRANTY CLAIMS BROUGHT BY CUSTOMERS OF THE PRODUCT, AT DISTRIBUTOR’S SOLE COST, AND IN NO EVENT SHALL TIRE STICKERS BE LIABLE FOR ANY CLAIM AGAINST DISTRIBUTOR BY ANY CUSTOMER OR OTHER THIRD PARTY.
13.2. GENERAL LIMITATION OF LIABILITY. IN NO EVENT SHALL TIRE STICKERS BE LIABLE FOR ANY LOSS OF PROFITS, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF TIRE STICKERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14. Indemnification. Distributor shall indemnify and hold harmless Tire Stickers, its subsidiaries, affiliates, customers, and their directors, members, owners, employees, successors and assignees from and against any losses, damages, claims, demands, suits, liabilities and expenses (including court costs and reasonable attorneys’ fees) (collectively, “Loss”) that arise out of or result from (i) any acts or omissions of Distributor, its agents or employees (collectively, “Representatives”) or from any failure of Distributor or its Representatives to perform its obligations under this Agreement; (ii) any performance or non-performance by Distributor or its Representatives under this Agreement resulting, in whole or in part, in any damage to property, injury to, or death of persons, including those resulting from the use of any motor vehicle or other equipment or property; (iii) the failure of Distributor to comply with any applicable laws, rules, and regulation; and (iv) Distributor’s failure to procure and maintain all licenses and permits necessary to the performance of its business and its obligations hereunder, or in any way related to the breach by Distributor of its representations, warranties or covenants hereunder. Distributor will give Tire Stickers prompt written notice of any such claim of loss, liability, damage, or fine of which it becomes aware. Distributor shall, unless Tire Stickers expressly elects to the contrary, assume the investigation, defense, or settlement of any action, at its own expense, with counsel reasonably satisfactory to Tire Stickers. Distributor shall not settle any such claim without Tire Stickers’ written consent unless such settlement contains a complete release of Tire Stickers from any liability.
15. General Provisions.
15.1. Recall of Products.
15.1.1. If a Product, because of a defect that existed at the time of delivery to Distributor, is subject to a recall that is initiated by Tire Stickers, Tire Stickers shall reimburse Distributor for any reasonable out-of-pocket costs and expenses paid by Distributor to the extent they arise from such recall. Tire Stickers will promptly replace any recalled Products with conforming Products.
15.1.2. With respect to any recall of Products, Distributor agrees to assist Tire Stickers in developing a withdrawal or recall strategy and to work with Tire Stickers and all applicable governmental agencies in monitoring any recall operation and in preparing such reports as may be required.
15.2. Relationship of Parties. The parties hereby agree that they are independent contractors. Neither party is to be considered an agent or employee of the other party for any purpose other than as expressly set forth herein. Nothing in this Agreement is intended, nor shall be construed, to create an employer-employee, partnership, or joint venture relationship, or allow either party to exercise control or direction over the manner or method by which either party performs its services which are the subject of this Agreement, except as specifically stated herein. Neither party nor its employees shall be entitled to any of the benefits that the other party provides for its employees Each party shall be liable for its own debts, obligations, acts, and omissions, including the payment of all required withholding, social security, and other taxes or benefits.
15.3. Force Majeure. The parties shall not be liable hereunder for failure or delay of performance of obligations under this Agreement (other than payment of moneys) due to causes arising from or attributable to acts, events, omissions, or accidents beyond reasonable control of such party, including, but not limited to, acts of God, strike, lockout, labor disputes, shortage of transportation, embargo, prohibition of import or export of the Products, governmental orders or restrictions, shortage of materials or labor, utility or communication failure, war, fire, explosion, sabotage, storm, flood, earthquake, or epidemics. The party affected by the force majeure shall promptly notify the other party hereof. If any of these causes, prevents, or delays performance for more than 90 consecutive days or for more than 180 days in any calendar year, either party hereunder may terminate this Agreement, effective immediately on written notice to the other party.
15.4. Assignment; Successors and Assigns.Distributor may not assign, delegate, or cause to be assumed any of its rights or obligations hereunder without the prior written consent of Tire Stickers, and any such purported assignment, delegation, or assumption without such consent shall be void ab initio. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing contained in this Agreement is intended to confer upon any third party any rights, benefits, or remedies of any kind or character whatsoever, and no third party shall be deemed a third party beneficiary under or by reason of this Agreement.
15.5. Notices.Any notice, report, approval, or consent required, or permitted hereunder, shall be in writing and shall be deemed given when personally delivered or delivered by courier to the address of the party to be notified, (as listed in the signature lines of this Agreement), or such other address, as such party last provided to the other by written notice.
15.6. Waiver; Remedies Cumulative. The rights and remedies of the parties hereunder are cumulative and not alternative. Neither any failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or any of the documents referred to in this Agreement shall operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. No waiver or renunciation of a party’s right or claim under this Agreement shall be valid unless made in writing, specifying the right or claim so waived and signed by such party.
15.7. Governing Law; Venue.This Agreement shall be governed by, and interpreted under, the laws of the State of California, U.S.A. without giving effect to principles of conflict of laws that would require the application of any other law. Any lawsuit, action or proceeding arising out of or relating to this Agreement shall be instituted only in a state or federal court sitting in Los Angeles County, California, U.S.A., and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts. THE UNITED NATIONS CONVENTION ON THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED AND SHALL NOT APPLY TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
15.8. Injunctive Relief.Distributor acknowledges and agrees that (i) the provisions of Section 11.3 are reasonable and necessary to protect the legitimate business interests of Tire Stickers, (ii) any breach by Distributor of its covenants contained in Section 11.3 would result in irreparable injury to Tire Stickers, the exact amount of which may be difficult, if not impossible, to ascertain or estimate, and (iii) the remedies at law for any such breach would not be reasonable or adequate compensation to Tire Stickers for such breach. Accordingly, notwithstanding any other provision of this Agreement, if Distributor, directly or indirectly, breaches any of its covenants under Section 11.3, then, in addition to any other remedy which may be available to Tire Stickers, at law or in equity, Tire Stickers shall be entitled to injunctive relief against Distributor, without posting bond or other security, and without the necessity of proving actual or threatened damage or harm.
15.9. Attorney Fees and Cost of Dispute.If either party breaches this Agreement, and the other party employs attorneys to enforce or interpret the terms of this Agreement, or to obtain a declaration of rights under this Agreement, whether or not legal proceeding are commenced, then such non-breaching party shall be entitled to recover from the breaching party all costs, expenses, and reasonable attorney’s fees incurred in connection with such breach.
15.10. Entire Agreement; Modification.This Agreement and the attachments hereto, as amended, constitute the entire agreement between the parties with respect to the subject matter hereof. To the extent any conflict exists between the provisions of this Agreement and the provisions appearing at any time on any purchase order, the provisions of this Agreement shall govern unless otherwise specified in writing by Tire Stickers. This Agreement may only be amended by the written agreement of the parties.
15.11. Severability. If any provision contained in this Agreement or any application thereof shall be determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and other applications thereof shall not in any way be affected or impaired thereby.
15.12. Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or .pdf delivered via email), all of which shall be considered one and the same agreement.
15.13. Language. This agreement is drafted in the English language. If this agreement is translated into any other language, the English language text shall prevail. Also, any notice given under or in connection with this agreement shall be in the English language.

Schedule A
Definitions
Capitalized terms appearing in the Agreement and schedules have the meanings set out in this Schedule A or in the section in which they first appear in the Agreement:
“Agreement” has the meaning set forth in the preamble.
“Business Day” means any day except Saturday, Sunday, U.S. federal holiday, or California state holiday.
“Confidential Information” has the meaning set forth in Section 12.
“Customer” means a purchaser of Products that is located in the Territory who is (a) a subdistributor or reseller approved by Tire Stickers or (b) an end user.
“Defective” means not conforming to the warranties in Schedule E.
“Distributor” has the meaning set forth in the preamble of the Agreement.
“Effective Date” has the meaning set forth in the preamble.
“Governmental Authority" means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of the government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of this organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.
“Intellectual Property” means all industrial and other intellectual property rights comprising or relating to: (a) Patents; (b) Trademarks; (c) internet domain names, whether or not Trademarks, registered by any authorized private registrar or Governmental Authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, data, data files, and databases and other specifications and documentation; (e) Trade Secrets; (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the Laws of any jurisdiction throughout in any part of the world.
As used in the definition of “Intellectual Property”, the following terms have the following meanings:
“Patents” means all patents (including all reissues, divisionals, provisionals, continuations and continuations-in-part, re-examinations, renewals, substitutions and extensions thereof), patent applications, and other patent rights and any other Governmental Authority-issued indicia of invention ownership (including inventor's certificates, petty patents and patent utility models);
“Trademarks” means all rights in and to US and foreign trademarks, service marks, trade dress, trade names, brand names, logos, trade dress, corporate names and domain names and other similar designations of source, sponsorship, association or origin, together with the goodwill symbolized by any of the foregoing, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights and all similar or equivalent rights or forms of protection in any part of the world; and
“Trade Secrets” means all inventions, discoveries, trade secrets, business and technical information and know-how, databases, data collections, patent disclosures and other confidential and proprietary information and all rights therein.
“Loss” has the meaning set forth in Section 14 of the Agreement.
“Post-term Sale Period” has the meaning set forth in Section 11.3 of the Agreement.
“Products” means those goods that are identified in Schedule B, as may be amended by Tire Stickers in accordance with the terms of the Agreement.
“Records” has the meaning set forth in Section 5.
“Representatives” has the meaning set forth in Section 14 of the Agreement.
“Sales Target” means the number of Products that should be sold by Distributor in the period of time specified or the total dollar amount of Products sold by Distributor in the period of time specified in Schedule G.
“Term” has the meaning set forth in Section 11.1 of the Agreement.
“Tire Stickers” has the meaning set forth in the preamble of the Agreement.

Schedule B
Products

Schedule C
Intellectual Property
Registered trademarks for Tire Stickers, Tire Decals, Tire Labels and all other trademarks
Patents granted and pending for Peel and Stick and Raised Rubber Lettering products


Schedule D
Territory

Territory

Schedule E
Product Warranty In Effect on Effective Date

Tire Stickers provides a limited warranty for physical goods purchased directly from Tire Stickers only. This warranty covers defects in material under normal use during the warranty period. The warranty period is defined as 90 days from purchase. Tire Stickers will repair or replace at no charge products that are deemed to be defective due to material or workmanship.
This limited warranty does not cover conditions, malfunctions or damage during customer handling, application or use. This warranty also does not cover incorrect information entered by the custom during the order process.
In order to qualify for the limited warranty, customer must contact Tire Stickers directly for an evaluation of the claim and from this an appropriate action will be taken to correct the situation.

Schedule F
Pricing
Distributor will receive 35% discount off retail prices quoted or listed on Tire Stickers’ website. This discount will remain based on sales targets in Schedule G. Should a single order retail price exceed $1000 in one purchase, Distributor will receive 40% off retail price. Should a single order retail price exceed $2000 in one purchase, Distributor will receive 45% off retail price. Should a single order retail price exceed $3000 in one purchase, Distributor will receive 50% off retail price. Freight and applicable taxes, payment fees, etc. are the sole responsibility of the Distributor.

Schedule G
Sales Targets

Year 1 Sales Target (18 month period)
The Year 1 Sales Targets are as follows:
TBD
Year 2 Annual Sales Target
The Year 2 Sales Targets are as follows:
TBD
Year 3 Annual Sales Target
The Year 3 Sales Targets are as follows:
TBD
Sales Targets for future years shall be mutually agreed upon between the parties pursuant to Section 3.14 of the Agreement.
Achievement of the Sales Targets shall be calculated based on [the amount invoiced to and paid by Distributor for Products, exclusive of any shipping costs, taxes, or other expenses included therein.

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