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This “Agreement” and the policies referred to herein contain the terms and conditions that apply to you “the provider of goods or services” and “your Schoolit coupon” running at some point during twelve months from the acknowledgement date. For purposes of this Agreement, the term “your Schoolit coupon” shall mean the promotional offer agreed upon in section 2. The term “sale” will refer to the selling of “coupons” on Schoolit. “Coupons” refer to the purchased coupons, which you, the provider of goods or services, agree to honor for the period of time until the date of expiration as it is detailed in section 2 of this agreement.
You represent and warrant to Schoolit that (i) you own all artwork, text, trademarks, business names and/or other materials provided by you or representing your business (ii) your performance of the terms and conditions of this Agreement and your obligations hereunder will not cause a breach or violation of any agreement or contract to which you are a party or by which you are bound; (iii) you have the right, power and authority to enter into this Agreement and perform the obligation herein; (iv) you will at all times comply with all applicable laws, rules and regulations.
You agree to pay Schoolit the following commission fee for all sales made during your Schoolit coupon: 50% (fifty percent). Schoolit agrees to send you, the provider of goods or services, a check via mail for the total amount of all certificates sold during the promotion minus the commission percentage amount specified above.
By working with Schoolit, you acknowledge and agree that the relationship between you and Schoolit is that of independent contractors and not of principal-agent, joint ventures, partners, or employer-employee; and no such relationship is intended or created hereby.
This Agreement is made under and shall be governed by and construed in accordance with the laws of State of New York, without regard to any choice of law provisions.
5.1 Merchant represents and warrants throughout the Term that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant is registered for sales and use tax collection purposes in all states in which Merchant's goods and services will be provided pursuant to the terms and presentation of the Voucher; (c) the Voucher, upon being Activated and delivered by Schoolit shall be available immediately for redemption by the purchaser; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder, comply with all, and do not and will not violate any, local, state or federal law, statute, rule, regulation, or order ("Laws"), including but not limited to, any Laws governing vouchers, gift cards, coupons, and/or gift certificates; (e) Merchant owns all right, title and interest in the Marks and Content and has the right to grant the licenses in the Marks and Content stated in this Agreement; (f) the Vouchers and any advertising or promotion of Merchant's products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable Laws; and (g) the Marks and the Content do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any Laws.
5.2 Merchant agrees to defend, indemnify and hold Schoolit, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in Section 5.1; (b) any claim for state sales or use tax obligations ("Taxes") arising from the sale and subsequent redemption of a Voucher; (c) any claim by any local, state or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest ("Abandoned Property Claims"); or (d) any claim arising out of or relating to the products and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorney's fees, related to any action against, or determinations against, Schoolit related to any action to pursue Schoolit for Taxes or Abandoned Property Claims.
By agreeing to this document, both parties are acknowledging that they have read, understood, and (as legally being authorized to act on behalf of their stated organizations) are agreeing to the terms and conditions stated in the above agreement.