Services Agreement - Terms

MERCHANDISE SERVICES AGREEMENT

AGREEMENT

For mutual consideration, the company or person entering into this Services Agreement (the “Client”) and TRC GROUP, LLC dba GoodGameGear.store or (“GGG”), together, the “Parties,” enter into this Merchandise Services Agreement (the “Agreement”) as of the Effective Date and the Parties agree as follows:

1. SERVICES

GGG agrees to provide merchandise design and “on demand” online purchasing services (the “Services”) using Client’s proprietary logos, assets and intellectual property (the “Licensed Property”), and Client desires that GGG provides such services, as further described in the attached Addendum A.

2. CLIENT’S OBLIGATIONS

GGG’s provision of Services is expressly conditioned on Client’s full and prompt cooperation in clearly, timely, completely, accurately, and truthfully providing information requested by GGG.

3. GGG’S OBLIGATIONS, DISCLAIMER, LIMIT OF LIABILITY

GGG will in good faith provide Services to Client based on best practices, industry standards and information available to GGG at the time.

Client engaging GGG to provide the Services pursuant to this Agreement does not include any payment for assumption of risk by GGG, and nothing in this Agreement, Services provided pursuant to this Agreement, nor any action or statement by GGG to Client, will be construed as a promise or guarantee of any outcome.

IN NO EVENT SHALL GGG BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL (INCLUDING LOST PROFITS, BUSINESS INTERRUPTION OR LOSS OF BUSINESS INFORMATION), INCIDENTAL OR OTHER DAMAGES ARISING OUT OF OR RELATING TO ANY SERVICES PROVIDED HEREUNDER, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON WARRANTY, CONTRACT OR TORT. IN NO EVENT SHALL GGG BE LIABLE TO CLIENT FOR ANY REASON IN AN AMOUNT IN EXCESS OF THE TOTAL AMOUNT PAID BY CLIENT TO GGG HEREUNDER FOR SERVICES.

4. INDEMNIFICATION

Client must indemnify and hold harmless the GGG from and against all damages, losses, and out-of-pocket expenses (including reasonable attorneys’ fees) caused by or arising out of Client’s negligence or Client’s material breach of its representations and obligations in this Agreement, expressly including but not limited to Client’s representations of Licensed Property ownership and allowable use as described in Section 5 to this Agreement.

5. INTELLECTUAL PROPERTY

Client warrants and represents that (a) Client is the owner of all Licensed Property provided to GGG from Client and all goodwill related thereto; and (b) Client has full right and title to use the Licensed Property as described herein.

Effective as of the Effective Date, Client hereby grants to Licensee during the Term (as defined below) a non-exclusive, non-transferable, non-revocable, non-perpetual, sub-licenseable license to use and reproduce the Licensed Property in connection with GGG providing the Services described herein.

6. INDEPENDENT CONTRACTOR STATUS

The Parties affirm and agree that GGG is not an employee of Company, and that GGG is furnishing Services to Client as an independent contractor.

7. REMEDIES

Client acknowledges that if Client fails to abide by this Agreement such failure will cause GGG irreparable harm, and that GGG will be entitled to: (1) specific performance, including immediate payment of all Fees owed, issuance of a temporary restraining order or preliminary injunction enforcing this Agreement; (2) judgment for damages caused by Contractor’s breach; (3) any costs or attorneys’ fees incurred in enforcing this Agreement; and (4) any other remedies provided by law.

8. TERM; TERMINATION

The term of this agreement is for one year, beginning on the Effective Date. The term will automatically renew for additional one year periods, unless:
- GGG terminates the agreement with thirty days written notice to Client; or,
- Client gives written notice to GGG at least thirty days before, but not more than ninety days before, the end of the current year-long term.

9. MISCELLANEOUS

9.1 SEVERABILITY

If any provision of this Agreement is determined to be invalid or unenforceable by any court of competent jurisdiction in an order not subject to appeal, the other provisions of this Agreement will remain in full force and effect.

9.2 NO WAIVER

No waiver of any provision of this Agreement will constitute a waiver of any other provision, whether or not similar, nor will any waiver of any provision of this Agreement constitute a continuing waiver. Failure to enforce any provision of this Agreement will not operate as a waiver of such provision or any other provision.

9.3 AMENDMENT

This Agreement may not be amended in any manner except by written instrument, signed by both Parties.

9.4 ARBITRATION

Pursuant to the laws of the State of Oregon, the parties agree to arbitrate any disputes arising under this agreement. The arbitration will be conducted under the rules of the American Arbitration Association and shall be held at a qualifying agency in or near Lane County, Oregon, or such other place as the parties may agree.

9.5 CHOICE OF LAW, JURISDICTION, VENUE

The laws of the State of Oregon will govern this Agreement. If any suit, action or proceeding is filed by any party with respect to the subject matter of this Agreement, venue will be in the federal or state courts located in Lane County, Oregon.

9.6 PREVAILING PARTY

If any legal proceeding or other action relating to this Agreement is brought or otherwise initiated, the prevailing Party shall be entitled to recover reasonable attorney fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

Addendum A
Service Fees

Total Items: Twelve (12)
Total number of merchandise items Client may include in its collection at no charge (size and color variants not included)

Startup fee: $0.00
Includes initial design of merchandise items based on logos/brand assets provided, up to the Total Items limit (size and color variants not included). Includes two rounds of revisions total per item.

Annual fee: $0.00
Annual fee to keep store open, due on the start date anniversary every year.

New Item fee: $25.00 per item
Design of a single new merchandise item for Client’s collection. Includes two rounds of revisions total per item.

Returns:
- Purchaser may make free returns of any item, any time, for any reason, within 14 days of receipt;
- Purchaser must include electronic receipt and tracking information and must pay shipping for return;
- Any item that is returned more than three times by purchasers may be removed from the Client’s merchandise collection at GGG’s sole discretion.