Section 1 Terms and Conditions

This agreement (the “Agreement") is made between Cooch Ball (the “Company”), and the Wholesale Partner, and collectively, (the “Parties”) for participation in The Company’s Wholesale program, effective as of this date of enrolling in this program.By signing up as an Wholesale Partner with the Cooch Ball, you agree to the following Terms of Service.

Section 2 Promotional Materials

Company shall make available to Wholesale Partner certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Wholesale Partner website (the “Promotional Materials”). Wholesale Partner shall display the Promotional Materials on thier website prominently and as they see fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. We ask that our Wholesale Partner shall also include a link from the Promotional Materials to Company’s website, www.coochball.com or www.goochball.com.

Section 3 Use of Promotional Materials

The Wholesale Partner’s use and display of the Promotional Materials on their site shall conform to the following terms, conditions and specifications: Wholesale Partner may not use any graphic, textual or other materials to promote Company’s website, products or services other than the Promotional Materials, unless Company agrees to such other materials in writing prior to their display.

Wholesale Partner will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Company. If Wholesale Partner wishes to alter or otherwise modify the Promotional Materials, they must obtain prior written consent from Company for such alteration of modification.

Section 4 License

Company hereby grants to Wholesale Partner a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

Section 5 Intellectual Property

Company retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Referral Partner any rights, ownership or interest in the Promotional Materials, or in the underlying Cooch Ball Intellectual Property, other than the rights to use the Promotional Materials granted under the License.

Section 6 Relationship of Parties

This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Company and Wholesale Partner. Wholesale Partner shall have no authority to bind Company into any agreement, nor shall Affiliate be considered to be an agent of Company in any respect.

Section 7 Pricing

The wholesale pricing is the price agreed upon between the Parties.

This wholesale price is subject to change by the Company at any time based on increased production and shipping costs in order to stock. The Company will communicate any wholesale price changes 30 days prior to the process change taking place.  The Referral Partner agrees that the Cooch or Gooch Ball product and any digital courses sold must be sold at the price that is listed on the Company’s website.  The Referral Partner is able to bundle the Cooch and Gooch ball with other products that are aligned in value and purpose and be sold at a ‘bundle’ price that will not devalue the Cooch Ball or Gooch Ball brand in any way.

Section 8 Wholesale Partner’s Representations and Warranties. 

Wholesale Partner represents and warrants the following:

• Wholesale Partner has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.
• Wholesale Partner’s website does not contain any materials that are: Sexually explicit, obscene, or pornographic; Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise); Graphically violent, including any violent video game images; or Solicitous of any unlawful behaviour; including bulk email campaigns.
• Wholesale Partner has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Wholesale Partner’s website. Nothing on Wholesale Partner’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Wholesale Partner have any reason to believe that any person or entity will bring or threaten such a claim in the future.
• Wholesale Partner will not use the Promotional Materials in any manner other than those set forth in Section 2 above.
• Wholesale Partner will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.
• Wholesale Partner will not publish or otherwise distribute any advertising materials that reference Company or Company’s website unless Company gives prior written consent to the distribution of such materials. 
• Wholesale Partner will not register any domain name that incorporates Company’s name, or that is confusingly similar to Company’s name. Wholesale Partner will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Company or Company’s website.

Section 9 Indemnification

Wholesale Partner shall indemnify Company and hold harmless Company from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Wholesale Partner’s warranties. Wholesale Partner shall also indemnify and hold harmless Company for any damage, loss or other cost arising out of the use or misuse by Referral Partner of the Promotional Materials.

Section 10 Confidentiality

Any information that Wholesale Partner is exposed to by virtue of its relationship with Company under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Wholesale Partner may not disclose any Confidential Company Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Company.

Section 11 Term

This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated.  Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

Section 12 Taxes

Company shall not be responsible for any taxes owed by Wholesale Partner arising out of Wholesale Partner’s relationship with Company as set forth in this Agreement. 

Section 13 Limitation of Liability

Company shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Company was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

Section 14 Severability

If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.