Authorized Distribution Agreement
This Distribution Agreement (the “Agreement”) is made effective as of the date of signing, between TUNE UP FITNESS WORLDWIDE, INC., located at 14144 Ventura Blvd., Suite 302, Sherman Oaks, CA 91423 (“SUPPLIER”), and RETAILER (
) (“RETAILER”). SUPPLIER and RETAILER are each individually referred to herein as "Party" and collectively as "Parties."
As SUPPLIER and RETAILER would like to enter into an agreement regarding the sale and distribution of certain products (the “Products”), the Parties agree as follows:
- Purchase. RETAILER agrees to purchase the Products only from SUPPLIER.
- Authorized Channels. SUPPLIER authorizes RETAILER to sell the Products directly, whether in RETAILER’S physical store or in person, and on RETAILER’S website, which must be pre-approved in writing by SUPPLIER (the “Authorized Channels”). RETAILER is not authorized to sell the Products through other channels without the express permission of SUPPLIER.
- No Resale on any mass online retailer platform including, but not limited to Amazon, eBay, and Walmart. RETAILER agrees that SUPPLIER’s Products are not authorized for sale on any mass online reseller platform by RETAILER or any individual, entity, or business RETAILER may sell or distribute to. RETAILER understands that sale of the Products on any mass online reseller platform, in any country, constitutes a breach of this agreement.
- Purchase Limits. RETAILER agrees to limit sales to 10 units per individual product type per purchaser, unless distributed in person at a class, workshop or training in which the products are used. Wholesale sales are permitted only upon execution of a separate wholesale agreement wherein the wholesale customer agrees to the same resale restrictions outlined in this section.
- MAP Policy. SUPPLIER does currently have a MAP policy. RETAILER agrees to follow the MAP pricing guidelines provided by the SUPPLIER for all online sales.
- Use of Intellectual Property. SUPPLIER agrees that RETAILER is permitted to use its intellectual property (“IP”), including its trademarks and copyrighted materials, to promote and sell the Products through the Authorized Channels only. RETAILER is not permitted to use SUPPLIER’s intellectual property to advertise or offer the Products for sale through channels other than the Authorized Channels defined above. RETAILER understands and agrees that all rights to the IP remain with SUPPLIER, and no ownership rights over the IP are conveyed by this agreement.
- Termination. Either Party may terminate this Agreement, with or without cause, effective thirty (30) days after receipt of notice. Upon termination, RETAILER shall cease use of all SUPPLIER IP, except as necessary to sell RETILERS’s then current inventory of Products. Upon termination, if product is in new condition, SUPPLIER will either purchase back remaining inventory at purchased value, less shipping costs, or will grant RETAILER the right to sell through the remaining inventory.
- Representation of Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.
- Severability.If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions.
- Governing Law.This Agreement shall be governed by and construed in accordance with the law of the State of California.
- Entire Agreement; Modification; Waiver; Successors and Assigns.This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the Parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral. No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the Party against whom the same is sought to be enforced. The waiver by a Party of a breach of any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the Party in breach. This Agreement may not be assigned by either Party without the prior written consent of the other Party.
- No Conflict.The Parties warrant that they have not previously assumed any obligations inconsistent with those undertaken under this Agreement.
By accepting this Distribution Agreement ("Agreement"), either by clicking "I agree" or by executing an order form that references this Agreement, you agree to the terms of this Agreement. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority, or if you do not agree with the Agreement, you must not accept this Agreement and may not use the services.