Please read our Terms of Service below. As “Partners” using this website means that you accept these Terms in full. Thank you for being here, and please e-mail info@highscoretees.com if you have any questions or concerns.

PARTNER AGREEMENT

THIS AGREEMENT (the “Agreement”), dated as of the date you agree to the Terms of Service and sign up for a High Score Tees Store (the “Effective Date”), is entered into by and between Rare Score Merch Company, LLC, a Florida limited liability company d/b/a High Score Tees (“Company”), and Customer (collectively, “Partner,” and together with Company, the “Parties,” and each a “Party”).

Recitals

  1. Partner is recognized and widely known as a professional content creator of media in the video game industry.
  2. Company is a merchandise solutions company in the video game industry and wishes to promote the creation and sale of merchandise bearing Partner’s logo, insignia or other marks on the terms and subject to the conditions hereinafter provided.

iii. In consideration of the mutual covenants herein contained and intending to be legally bound hereby, the Parties hereto covenant and agree as follows:

  1. Definitions

1.1 “Channels of Distribution” means Partner’s online store created and managed by Company and located on the website highscoretees.com and wherever Company’s Merchandise is sold, including at game industry events where Company elects to maintain a booth for purposes of selling Merchandise.

1.2 “Collateral” means all artwork, packaging, labeling, copy, text, and all other written, printed, graphic, electronic, audio, or video advertising and promotional materials used or created for use in connection with any advertising and promotion of the Merchandise.

1.3 “Licensed Property” collectively refers to Pre-existing Licensed Property and Original Licensed Property.

1.4 “Marketing Date” means the date no earlier than the Effective Date, and no later than date by when Company informs Partner that Partner shall commence marketing of the Merchandise (i.e., introduction to the trade).

1.5 “Merchandise” means any products that may be agreed upon in writing by Partner and Company from time to time, in each case displaying, embodying, or making use of the Licensed Property.

1.6 “Net Sales” means the gross amount received by Company or any third-party manufacturer authorized by Company pursuant to this Agreement’s terms to manufacture and sell the Merchandise hereunder to third-party customers for sales of Merchandise in arm’s length transactions, less actual and verifiable cash or credit returns, costs incurred in manufacturing, importing, selling, advertising, and distributing the Merchandise, and freight costs.

1.7 “Original Licensed Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world developed by Company pursuant to this Agreement.

1.8 “Pre-existing Company Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world developed by Company prior to the Effective Date of this Agreement.

1.9 “Pre-existing Licensed Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world developed by Partner prior to the Effective Date of this Agreement.

1.10 “Reasonable Efforts” means, regarding conduct by a Party, the efforts that a reasonable person or entity in the position of that Party would use to engage in that conduct competently and promptly.

1.11 “Shipping Date” means the date no earlier than the Effective Date, and no later than date by when Company shall commence shipping the Merchandise to its customers so as to make them available for initial sale to the public or end consumers.

1.12 “Territory” means throughout the world wherever Company sells and ships Merchandise.

  1. License

2.1 Pre-existing Company Property

Company is and will be the sole and exclusive owner of all right, title and interest in and to any Pre-Existing Company Property.

2.2 Pre-existing Licensed Property

Subject to the terms and conditions of this Agreement, Partner hereby grants to Company an exclusive, non-transferable, sublicensable right and license to use the Pre-existing Licensed Property during the Term in connection with the manufacture, promotion, advertising, distribution, and sale of the Merchandise through the Channels of Distribution within the Territory.

Partner reserves all rights to the Pre-existing Licensed Property not expressly granted to Company under this Agreement. No use by Partner of the Pre-existing Licensed Property in any medium or manner will be deemed to interfere with the limited permissions made to Company by Partner herein; provided, however, Partner or its designees shall not exploit products similar or identical to the Merchandise or products directly or indirectly competitive with the Merchandise inside or outside the Channels of Distribution within the Territory.

2.3 Original Licensed Property

To the extent Partner utilizes the services of Company during the Term to create Original Licensed Property, Company is and will be the sole and exclusive owner of all right, title, and interest in and to the Original Licensed Property, including all copyrights and other intellectual property rights therein. Upon the expiration of the Term and Partner’s full and complete compliance with this Agreement, Company may assign its rights to the Original Licensed Property to Partner. To the extent any right, title, or interest in the Original Licensed Property is not the sole and exclusive property of Company, Partner hereby grants to Company an exclusive, worldwide, irrevocable, perpetual, fully-paid, royalty-free, freely transferable license to use, reproduce, distribute, create derivative works of, publicly perform, and publicly display such Original Licensed Property for any purpose in any and all media now known and later devised, reserving to Partner no rights in or to the Original Licensed Property.

Subject to the terms and conditions of this Section 2.3, Company hereby grants to Partner an exclusive, non-transferable, non-sublicensable right and license to use the Original Licensed Property during the Term in connection with the promotion, advertising, and sale of the Merchandise through the Channels of Distribution within the Territory.

2.4 Territorial Limits

Company’s services hereunder are limited to the Territory.

2.5 Sublicenses

Company may grant to any individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity a sublicense of any of its rights under this Agreement, provided that: (a) Company obtains the prior written consent of Partner, such consent not to be unreasonably withheld or delayed; (b) each sublicense terminates automatically on termination or expiration of this Agreement; and (c) an act or omission of the sublicensee that would be a material breach of this Agreement if performed by Company shall be deemed to be a material breach by Company of this Agreement.

2.6 Partner’s Directions

Except for Original Licensed Property retained and owned by Company following expiration of the Term, Licensed Property will be displayed or used by Company only in the form and manner specifically approved by Partner in advance.

  1. Prior Approval and Subcontracting

3.1 Submission of Materials for Approval

Upon Partner’s written request and at Partner’s expense, Company shall submit a production sample of the Merchandise at the final stage of development to Partner for approval. Company shall submit any material modification or variation in the Merchandise or any element or portion thereof to Partner for approval. In the event Partner does not approve or disapprove of the sample or material modification or variation within seven (7) days, the sample will be deemed disapproved. Approval of an element for a particular Merchandise does not imply approval of such element for use in connection with a different Merchandise. Any approval will not waive, diminish, or negate Partner’s rights or Company’s duties under any provision of this Agreement. In the event that Partner rejects any submission, it shall give written notice of such rejection to Company five (5) days of receipt by Partner of the sample. Company shall immediately cease any distribution of the rejected Merchandise, and shall not recommence distribution until Partner confirms in writing that it may do so.

3.2 Subcontracting

Company has the right to subcontract the manufacture of the Merchandise.

  1. Duty to Exploit License

4.1 Company shall manufacture the Merchandise, ship the Merchandise, and make the Merchandise available for sale throughout the Territory on the Shipping Date.

4.2 Partner shall: (a) use Reasonable Efforts during the Term to promote the Merchandise throughout the Territory in accordance with the terms and conditions of this Agreement; (b) commence marketing, advertising, and promotion of the Merchandise in the Territory through the Channels of Distribution on the Marketing Date; and (b) provide such advertising and publicity as may reasonably be expected to bring the Merchandise to the attention of as many potential purchasers as possible throughout the Territory.

  1. Protection of Licensed Property

5.1 To the extent Company is or becomes aware, Company shall notify Partner in writing of any: (a) actual, suspected, or threatened infringement of the Licensed Property, claim that any of the rights in and to the Licensed Property is invalid, or opposition to any of the rights in and to the Licensed Property; (b) actual, suspected, or threatened claim that use of the Licensed Property infringes the rights of any third party; (c) any person applies for, or is granted, a registered trademark or copyright by reason of which that person may be, or has been, granted rights which conflict with any of the rights granted to Licensee under this Agreement; or (d) any other actual, suspected or threatened claim to which the Licensed Property may be subject.

5.2 With respect to any of the matters listed in Section 5.1: (a) Partner has exclusive control over, and conduct of, all claims and proceedings; (b) Company shall provide Partner with all assistance that Partner may reasonably require in the conduct of any claims or proceedings; and (c) Partner shall bear the cost of any proceedings and will be entitled to retain all sums recovered in any action for its own account.

  1. Compensation

6.1 Royalties Payments

Company shall pay to Partner a royalty in the percentage of Net Sales as set forth in Schedule A to this Agreement (“Royalties”). Royalties will accrue when an item of Merchandise is distributed, shipped, or paid for, whichever is later. No royalties are payable for the mere manufacture of Merchandise. Company shall pay Royalties and any other applicable sums payable under this Agreement monthly on the fifteenth (15th) of each month in US dollars by wire transfer to the PayPal account designated by Partner during the onboarding process. In the event Partner does not receive payments due under this Agreement by the applicable due date, Company shall pay to Partner interest on the overdue payment from the date such payment was due to the date of actual payment at a rate of 0.5 percent per month up to twelve months, after which point no additional interest shall compound or accrue.

6.2 Taxes

Royalties and other sums payable under this Agreement, if any, are exclusive of taxes and will be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, Company shall pay to Partner such sum as will, after the deduction or withholding has been made, leave Partner with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If Company is required by law to make a deduction or withholding, Company shall, within fourteen (14) business days of making the deduction or withholding, provide a statement in writing showing the gross amount of the payment, the amount of the sum deducted, and the actual amount paid.

6.3 Records

Company shall keep complete and accurate books and records covering all matters and transactions relating to this Agreement. At the same time as payments of Royalties are made, Company shall submit or cause to be submitted to Partner a statement in writing that includes information relevant to the calculation of such Royalties.

6.4 Audits

During the Term, and for a period of one year following termination or expiration of the Agreement, Partner, at its own expense, shall have the right, upon fourteen (14) business days’ notice, to examine and audit such books and records during normal business hours solely for the purpose of verifying the payments made under this Section. Such inspection or audit shall not unreasonably interfere with the business of Company, is limited to one inspection or audit in a twelve- (12) month period, and shall be carried out only by an independent certified public accountant on a non-contingency basis. If such inspection or audit should reveal a discrepancy in the Royalties paid from those payable under this Agreement, Company shall immediately make up the shortfall, and if the discrepancy is in an amount greater than twenty-five (25) percent, Company shall reimburse Partner for any professional charges incurred for such audit or inspection.

  1. Confidentiality

From time-to-time, Company may disclose or make available to Partner information about its business affairs, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, including, without limitation, the financial terms of this Agreement, business operations and strategies, marketing, creative elements, underlying literary material artwork, visual representations, research material and data, specifications, processes, and technological developments, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information is shared solely for Partner’s use in performing this Agreement and may not be disclosed or copied unless authorized by Company in writing. Confidential Information does not include any information that: (a) is or becomes generally available to the public other than as a result of Partner’s breach of this Agreement; (b) is obtained by Partner on a non-confidential basis from a third-party that was not legally or contractually restricted from disclosing such information; or (c) Partner establishes by documentary evidence, was in Partner’s possession prior to Company’s disclosure hereunder. Upon Company’s request at any time, Partner shall promptly return all documents and other materials received from Company. In addition to all other remedies available under applicable law, Company shall be entitled to injunctive relief for any violation of this Section.

  1. Partner’s Name, Image and Likeness

Partner hereby grants to Company, its affiliates, successors, licensees, and assigns, a revocable, non-exclusive, royalty-free, non-transferable license to use Partner’s name, image, likeness, and biographical, professional, and other identifying information (including information Partner provides to Company and any other information about Partner that is publicly available or provided by Partner from time to time (collectively, “Likeness”) in connection with themanufacture, promotion, advertising, distribution, and sale of the Merchandise through the Channels of Distribution located in the Territory, including on the Company’s website highscoretees.com.

  1. Company’s Trademarks

During the Term and any renewal thereof, Company grants to Partner a revocable, non-exclusive, royalty-free, non-transferable license to use, display, and otherwise employ Company’s names, logos, trade names, trademarks, service marks, trade dress, design marks, brands and other product identifiers (collectively, the “Company Marks”) throughout the world in connection with the manufacture, promotion, advertising, distribution, and sale of the Merchandise through the Channels of Distribution located in the Territory. Partner hereby acknowledges and agrees that all rights, title, and interest in the Company Marks will at all times remain the sole and exclusive property of Company. During the Term and thereafter, Partner will not take any action adverse to Company’s rights in all the Company Marks and will not itself and will not assist any person or entity to challenge the validity of the Company Marks, Company’s ownership of, or right to license, the Company Marks, or any registration or application for registration therefore represent in any manner that Partner has any title or right to the ownership, registration or use of the Company Marks.

  1. Representations and Warranties

10.1 Representations and Warranties of Partner

Partner represents, warrants and covenants as follows: (a) Partner has full power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby; (b) this Agreement constitutes the legal, valid, and binding obligation of Partner, enforceable against Partner in accordance with its terms; (c) Partner is not under any restriction or prohibition, whether contractual or otherwise, with respect to its right or ability to comply with all of the terms and conditions of this Agreement; (d) during the Term, Partner will conduct itself at all times with due regard to public morals and conventions, and shall not be involved in a public scandal which brings Company or the Merchandise into public disrepute or ridicule, or injures the reputation of any of the foregoing; (e) Partner covenants that it is, and will remain in full compliance with all applicable laws and regulations relating to the Licensed Property or the sale or advertisement of the Merchandise as in effect from time to time during the Term hereof and any similar state or local regulations; (f) Partner owns or has right to license the Pre-Existing Licensed Property in the Territory; and (g) Partner will use Reasonable Efforts to advertise, promote, and sell the Merchandise through the Channels of Distribution within the Territory.

10.2 Representations, Warranties and Covenants of Company

Company represents, warrants and covenants as follows: (a) Company has full capacity to execute and deliver this Agreement, to perform his obligations hereunder, and to consummate the transactions contemplated hereby; (b) this Agreement constitutes the legal, valid, and binding obligation of Company, enforceable against Company in accordance with its terms; (c) there are no pending or threatened proceedings that would impair Company’s ability to fulfill Company’s obligations under this Agreement; (d) Company will manufacture and distribute the Merchandise in accordance with the terms and intent of this Agreement, and will not take any action that would prevent or impede its ability to do so; and (e) Company will comply with all applicable laws related to the manufacture and sale of the Merchandise.

10.3 Disclaimer of Representations and Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, THE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE LICENSED PROPERTY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

  1. Indemnification

11.1 Indemnification by Company

Company shall defend, indemnify and hold harmless Partner from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney’s fees awarded and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of any third-party claim, suit, action or proceeding (collectively, “Third-Party Claim”) relating to, or occurring in connection with: (a) any actual or alleged breach by Company of any representation, warranty, covenant, or obligation under this Agreement; (b) the Original Licensed Property, except to the extent it is modified by any person other than Company; (c) use or consumption of the Merchandise, except if the Losses resulted from or were caused, in whole or in part, directly or indirectly, by Partner’s negligence, wrongful acts or omissions, willful misconduct, or breach of this Agreement.

11.2 Indemnification by Partner

Partner shall defend, indemnify and hold harmless Company and its officers, managers, members, employees, agents, affiliates, successors, and permitted assigns against any and all Losses arising out of any Third-Party Claim relating to, or occurring in connection with: (a) any actual or alleged breach by Partner of any representation, warranty, covenant, or obligation under this Agreement; (b) any third-party intellectual property rights infringement claims relating to the Pre-Existing Licensed Property; and (c) Partner’s negligence or willful misconduct.

11.3 Indemnification Procedure

The indemnified party shall give the indemnifying party prompt written notice of any Third-Party Claims. The indemnifying party shall have the right to control any defense against, and settlement of, any Third-Party Claim with the reasonable assistance of the indemnified party as requested by the indemnifying party. The indemnifying party shall not settle a Third-Party Claim unless the settlement fully releases the indemnified party, or unless the indemnified party provides a signed, written consent to the settlement in advance.

  1. Limitation of Liability

Except for a Parties’ obligations set forth in Section 7 (Confidentiality) and Section 11 (Indemnification), or Losses arising from a Party’s gross negligence, willful misconduct or breach of the Agreement: (a) in no event shall any of the Parties hereto be liable for any incidental, special or consequential damages (including, without limitation, any lost profits or loss of business, whether foreseeable or not), occasioned by any breach under this Agreement or any other cause or claim whatsoever, whether based on negligence or otherwise; and (b) in no event shall either Party’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of Agreement, tort (including negligence) or otherwise, exceed the amount of total payments actually paid by Company to Partner pursuant to this Agreement.

  1. Term

13.1 Term

The term of this Agreement will commence on the Effective Date and, unless terminated earlier in accordance with Sections 13.2 or 13.3, remain in force for a period of one (1) year(s) (the “Term”). The Term shall renew automatically for subsequent periods of one year unless sooner terminated in accordance with this Section.

13.2 Termination for Cause (Company)

Company shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Partner, on the occurrence of any of the following: (a) breach by Partner of any of the terms of this Agreement; (b) the death, serious injury or serious illness of Partner; (c) commission by Partner, during the Term or in the past, of any criminal act or other act involving moral turpitude; (d) commission of an act or statement by Partner or Partner’s involvement in any situation or occurrence, during the Term or in the past, which brings Partner into public disrepute, contempt, scandal, or ridicule, or which shocks or offends public morals or the community or any group or class thereof, or which reflects unfavorably upon Company or the Merchandise or reduces the commercial value of Company’s association with Partner; or (e) the involvement or association of Partner with any event or circumstance during the Term or in the past, caused by (i) one or more of Partner’s immediate family members, or (ii) others closely associated in the public’s mind with Partner (other than Company), that renders Partner’s relationship with Company detrimental to the manufacture, promotion, advertising, distribution, and sale of the Merchandise.

13.3 Termination for Cause (Partner)

Partner shall have the right to terminate this Agreement at any time, effective immediately, on written notice to Company, on occurrence of any of the following: (a) failure to pay any amount due under this Agreement on the due date for payment, subject to the Cure Period set forth in Section 13.4; and (b) breach of this Agreement (other than failure to pay any amounts due under this Agreement) that is not cured as provided in Section 13.4.

13.4 Cure for Breach

Neither Party shall be deemed to be in breach of any of its obligations hereunder, unless and until the other Party shall have given the breaching Party specific notice in writing of the nature of the breach, and the breaching Party shall have failed to cure such breach within thirty (30) days after receipt of such writing (the “Cure Period”). Notwithstanding the foregoing sentence, the Cure Period does not apply to the events addressed in subsections (b) through (e) of Section 13.2.

  1. Post-Termination or Expiration Rights and Obligations

14.1 Upon Termination or Expiration

Upon the termination or expiration of this Agreement for any reason and subject to any express provisions set out elsewhere in this Agreement: (a) all rights and licenses granted pursuant to this Agreement will cease and revert immediately to the original rights holder; (b) Company will have the right to determine whether Partner used Reasonable Efforts to sell Merchandise involving any portion of the Original Licensed Property as set forth in Section 2.3, and if Partner did not use such efforts then all rights and licenses granted in the Original Licensed Property pursuant to this Agreement will revert to Company; (c) all outstanding amounts payable by Company to Partner, if any, will immediately become due and payable; subject, however, to setoff for any amounts and costs due and payable from Partner to Company; (d) Company shall cease all use of the Licensed Property, except as permitted during the Sell-Off Period as set forth in Section 14.2 below; (e) Company shall within seven (7) business days after the expiration or termination provide Partner with an accounting of the inventory of Merchandise then on-hand or in the process of manufacture; and (f) Company shall within ninety (90) days deliver to Partner or another person or entity designated by Partner in writing, or at Partner’s option destroy, either option at Partner’s expense, the Merchandise that is not disposed in accordance with Section 14.2 below.

14.2 Sell-Off Period

On expiration or termination of this Agreement for any reason other than termination by Partner pursuant to Section 13.3, Company will for a period of sixty (60) days after the date of termination (the “Sell-Off Period”) have the right to dispose of all inventory of Merchandise in its possession in accordance with the terms and conditions of this Agreement, provided that any Royalties payable under the provisions of Section 6.1 (as if such inventory was supplied at the date of termination) is paid to Partner within ninety (90) days after termination. Partner shall not manufacture additional quantities of Merchandise during any applicable Sell-Off Period. Company’s right to sell-off will terminate automatically if Company or any of its Affiliates or sublicensees breaches any term, condition, obligation, representation, or warranty herein during the Sell-Off Period.

15.3 Surviving Rights

Any rights or obligations of the Parties in this Agreement which, by their nature, should survive termination or expiration of this Agreement will survive any such termination or expiration, including but not limited to the rights and obligations set forth in Sections 2 (License), 6 (Payment), 7 (Confidentiality), 11 (Indemnification), 12 (Limitation of Liability), and 14 (Post-Termination Rights).

  1. Miscellaneous

15.1 Interpretation

This Agreement is intended to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

15.2 Public Announcements

The Parties may issue or release an announcement, statement, press release, or other publicity or marketing materials relating to this Agreement and, unless expressly precluded elsewhere under this Agreement, use the other Party’s name, likeness, trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case.

15.3 Non-Disparagement

The Parties shall not disparage each other, their agents, officers, and employees. For the purposes of this Section, “disparage” includes any statement or action that is, or could be perceived as being, negative, whether in writing, verbally or otherwise, including by electronic means or internet, about the other Party their agents, officers, and employees.

15.4 Further Assurances

Each Party shall, upon the reasonable request of the other Party, promptly execute such documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

15.5 Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership (regardless of the words used herein to describe one of the Parties as a “Partner”), joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party has authority to contract for or bind the other party in any manner whatsoever.

15.6 Notices Unless otherwise provided hereunder, all notices, requests, demands, and other communications given or made pursuant to this Agreement shall be in writing and will be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours (9:00am to 5:00pm) of the recipient; (d) on the date sent via Discord if sent during normal business hours (9:00am to 5:00pm) of the recipient; or (e) on the third day after the date mailed, by certified or registered mail (return receipt requested, postage prepaid). Such communications must be sent to: (a) if to Company, to the address on the Signature Page of this Agreement; (b) if to Partner, to the address on the Signature Page.

15.7 Entire Agreement

This Agreement, including and together with any related schedules and attachments, constitutes the sole and entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

15.8 Severability

If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

15.9 Amendments

No amendment too or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party.

15.10 Waiver

No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

15.11 Cumulative Remedies

All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise.

15.12 Assignment

The Parties shall not assign, transfer, delegate or subcontract any of their rights or obligations under this Agreement without the prior written consent of the other Party. Any purported assignment, transfer, delegation or subcontract in violation of this Section shall be null and void. Notwithstanding the forgoing, Company may assign, transfer, delegate or subcontract any or all of its rights or obligations under this Agreement without Partner’s prior written consent to an affiliate or successor, including in the event of a merger, consolidation, or reorganization involving Company (regardless of whether Company is a surviving or disappearing entity).

15.13 Successors and Assigns.

This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

15.14 No Third-Party Beneficiaries

Except as otherwise provided herein, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

15.15 Governing Law

This Agreement, including all schedules and attachments hereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Florida, without regard to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Florida.

15.16 Alternative Dispute Resolution

In the event of a dispute between the Parties, the Parties shall, prior to commencing any proceeding under Section 15.17 below, use their Reasonable Efforts to resolve all such disputes between themselves. Representatives of each Party, having full authority to resolve such issues, shall meet virtually or in person to discuss the matter and attempt to negotiate a resolution thereof. If the Parties are unable to resolve the dispute through such negotiations, the Parties agree that all such disputes shall be submitted to mediation before a mutually agreed upon single mediator licensed in the State of Florida to conduct alternate dispute resolution and experienced in similar types of disputes to oversee the mediation process. Such mediator’s determination shall be final and binding upon the Parties. The reasonable fees and costs of the mediation shall be equally borne by the Parties.

15.17 Venue

If the Parties cannot resolve their dispute as set forth in Section 15.16, either Party may institute an action, litigation or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, and all contemplated transactions, in the federal or state courts in each case located in Tampa, Florida. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation or proceeding only in such courts. Each Party agrees that a final judgment in any such action, litigation or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

15.18 Waiver of Jury Trial

Each Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any claim, suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

15.19 Attorney’s Fees

In the event that any claim, suit, action, or proceeding is instituted or commenced by either Party hereto against the other Party arising out of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

15.20 Counterparts

This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall together constitute one instrument. This Agreement may be executed by one or more Parties hereto and delivered by such party by electronic signature complying with the U.S. federal ESIGN Act of 2000. Any counterparts of this Agreement so executed and delivered shall be considered valid, binding and effective for all purposes. 

15.21 Management Fees

Company reserves the right to charge fees associated with managing Partners stores as outlined in the Schedule A

SCHEDULE A