Wholesale Registration

Amazon Reseller Policy

Introduction:

At The Bear Factory, we value our partnerships and prioritize the authenticity, quality, and safety of our products. This policy outlines our position on reselling our items via Amazon Marketplace and the specific parameters we have in place to maintain the integrity of our products.

1. Partnership Commitments:
   1. The Bear Factory is currently in partnership with certified resellers specializing in Amazon Marketplace and the ecommerce space.
   2. This strategic decision is aligned with Amazon’s efforts to regulate authenticity and safety standards of listed products.

1. Quality and Safety Priorities:
   1. The Bear Factory places a high emphasis on maintaining the quality and safety of our products.
   2. We fully support and comply with Amazon’s initiatives to uphold authenticity and safety standards.

1. Reselling Restrictions:
   1. At this point in time, The Bear Factory will not permit the reselling of our items via Amazon Marketplace by external entities.
   2. This decision is made to ensure the product integrity and safety of our items on the Amazon platform.

1. Unique Situation with Amazon:
   1. Amazon is considered a unique situation, leading us to establish specific partners and parameters for engagement.
   2. These measures are in place to safeguard our products and maintain our commitment to quality and safety.

1. Customer Understanding:
   1. We appreciate the understanding of our customers regarding this decision.
   2. The Bear Factory strives to support customers from various industries and engagements, but Amazon Marketplace requires specific measures for the reasons mentioned above.

1. Future Considerations:
   1. The Bear Factory will continue to evaluate the feasibility of allowing reselling on Amazon Marketplace in the future.
   2. Any changes to this policy will be communicated in a timely manner.

Conclusion:

The Bear Factory is committed to delivering high-quality and safe products to our customers. We appreciate the cooperation and understanding of our partners and customers regarding the restrictions on reselling via Amazon Marketplace. This policy reflects our dedication to maintaining the integrity of our brand and products.

Reseller Policy

1. Authorized Reseller Policy. The Bear Factory® (the “Brand Owner“) hereby adopts this Resale Policy (this “Policy“) and requires that each person, firm or entity (as applicable, a “Reseller“) that purchases Brand Owner’s products (the “Products“) for resale or other distribution agree to comply with this Policy in order to be considered an authorized Reseller. Any Reseller that fails to comply with this Policy will be deemed an unauthorized Reseller of the Products, and as such, shall have no right to: (i) sell the Products, or (ii) use Brand Owner’s intellectual property, including any of its trademarks or copyrights.
2. This Policy applies to all resales of the Products in the United States. Regardless as to where the Products were acquired, either directly from the Brand Owner, through an authorized distributor, or some other procurement method, a Reseller must comply with the terms of this Policy. Failure to comply may result in Brand Owner’s unilateral decision to terminate a Reseller’s ability to purchase or procure Products, with or without notice, at any time, and in the sole, unreviewable discretion of Brand Owner.
3. Sales to End Users Only. Unless otherwise agreed with Brand Owner in writing, Reseller may only purchase Products for resale to consumers and end user customers, and Reseller may not resell Products to other Resellers, distributors or for further distribution in any manner.
4. Handling and Storage. Reseller agrees to handle and store the Products in a safe manner and in compliance with Brand Owner’s storage and handling guidelines. Reseller will ensure that any Products it purchased are stored in secure, climate-controlled warehouses.
5. Product Packaging and Display. Reseller shall not advertise, market, display, or demonstrate non-Brand Owner products together with the Products in a manner that would create the impression that the non-Brand Owner products are made by, endorsed by, or associated with Brand Owner.
6. Trademarks; Copyrights. Resellers that comply with this Policy have a limited, non-exclusive, non-sublicensable, revocable license to use Brand Owner’s trademarks and copyrights in connection with the sale of the Products. Reseller shall not alter, modify, or change any trademark or copyright, nor shall Reseller use any trademark or copyright other than for the promotion and sale of the Products, nor shall Reseller use any trademark or copyright in any manner that negatively impacts such trademark or copyright or the Brand Owner. Failure to comply with the Policy will result in the automatic revocation of the license granted herein and a total forfeiture of the rights granted herein. Brand Owner reserves the right to revoke this license at any time for any or no reason.
7. Disclose All Seller Names & Properties. Resellers shall maintain accurate and up-to-date company information and disclose all retail locations, temporary storefronts and seller names across all channels directly to the Brand Owner.
8. Additional Reporting. Reseller agrees to track the Products it purchases and to store all such Products at locations in compliance with this Policy. At Brand Owner’s request, Reseller will provide Brand Owner with (a) a list of all storage locations utilized by Reseller, (b) an inventory of Products maintained at each such storage location, and (c) physical access for Brand Owner to perform an inventory to confirm the amounts and locations of Products at Reseller’s stated locations.
9. Product Inspection. Promptly upon receipt of the Products, Reseller agrees to inspect the Products for damage, defects, evidence of tampering, or other non-conformances (a “Defect“). If any Defect is identified, Reseller must not offer the Product for sale and must promptly report the Defect to Brand Owner.
10. Recall and Consumer Safety. To ensure the safety and well-being of the end users of the Products, Reseller agrees to cooperate with Brand Owner with respect to any Product recall or other consumer safety information dissemination efforts.
11. Customer Service. Reseller will maintain customer service phone and email response functions to handle customer complaints, returns and other customer service functions. At Brand Owner’s request, Reseller will provide any reports or other information related to such customer services.
12. Product Loss and Theft. If any significant quantity of Products purchased by Reseller are lost or stolen, Reseller will promptly report such event to Brand Owner.
13. Report Unauthorized Resellers. If Reseller has information or reasonably suspects that any person is purchasing and reselling or distributing Products in a manner not authorized by Brand Owner or in violation of this Policy, Reseller must promptly notify Brand Owner.
14. Other Information, Documents and Reports. Reseller must provide Brand Owner with any supplemental information, documents and reports that Brand Owner may request in order to validate Reseller’s compliance with this Policy and to support Brand Owner’s support and customer support obligations and initiatives.

eCommerce

15. Authorized eReseller Policy. The Bear Factory® is committed to working with customers to facilitate the sale of Products through ecommerce channels. The Bear Factory® maintains an eCommerce policy to protect The Bear Factory® brand and intellectual property, as well as authorized channel partners. This policy is also in place to protect end customers, ensuring they receive accurate product information, pricing, and warranty protection that meets The Bear Factory® standards. Finally, the policy works to ensure fair competition among Resellers as well as supporting those who have invested in stocking and marketing The Bear Factory® Products and abide by The Bear Factory® policies and programs. The Bear Factory® will interpret and enforce this policy at its sole discretion. In order to be considered an eCommerce Authorized Reseller (“eReseller“), Resellers must meet all of the previously described restrictions to become an authorized Reseller, and abide by further by the following requirements and restrictions set forth under the above heading, “eCommerce”.
16. Sell on Approved Websites Only. Unless otherwise explicitly authorized in writing by the Brand Owner subsequent to the effective date of this policy, eResellers may only take orders via websites owned and operated by their own company. Selling on third party marketplaces (e.g., Amazon, eBay, Walmart, etc.), dropship accounts (e.g., Wish.com, Jet.com, etc.) classified sites (e.g., Craigslist, OfferUp, Facebook Marketplace, etc.), and social media stores (e.g., Instagram, Tik Tok, etc.) is strictly prohibited without the Brand Owner’s express written consent.
17. Disclose All Seller Names & Properties. Maintain accurate and up-to-date company information and disclose all websites and seller names advertising or transacting the Products to the Brand Owner.
18. Maintain Accurate Brand & Product Information. Sell Products only in original packaging. Do not duplicate or develop different UPCs to differentiate a product.
19. Provide eCommerce Sell-Through Data Upon Request. Upon request, provide ecommerce sell-through point of sale data by UPC and web property.
20. Legal Compliance. eResellers acknowledge that they will comply with all applicable laws, rules and regulations related to the advertising, sale, and marketing of the Products, including but not limited to: refraining from make false or misleading claims or engage in deceptive sales tactics. If eReseller’s email customers, they mst comply with all privacy policy laws. If eReseller’s maintain an online presence, they must publish a privacy policy, comply with it, and provide proof of compliance to the Brand Owner upon Demand.
21. eResellers that fail to comply with any term in this policy will be subject to enforcement actions at the Brand Owner’s sole, unreviewable discretion including but not limited to: Loss of authorization to sell Products online. Loss, termination or non-renewal of rebate incentives, kickbacks, or other marketing funds from the Brand Owner. Suspension of shipments. Permanent termination of eReseller’s account with the Brand Owner. eResellers may not circumvent any term of this policy through any means. The Brand Owner will interpret any violations of this policy in its sole discretion.
22. Waiver and Modification. No failure or delay of enforcing this policy shall be deemed a waiver of right. The Brand Owner reserves the right to modify this policy at any time, unilaterally, without notice.
23. eCommerce Authorized eReseller Benefits. eResellers that abide by all facets of this policy will be deemed authorized to sell Products in eCommerce, provided they maintain constant adherence to the policy. Authorized eResellers understand they do not have any proprietary rights to the Brand Owner trademarks or other intellectual property but are authorized to use the Brand Owner trademarks, copyrights, images and product information for the sole purpose of reselling Products online, subject to the intellectual property restrictions set forth previously herein.

Unilateral Pricing Policy (“UPP”)

24. The Bear Factory® Unilateral Pricing Policy. All Resellers and eResellers must abide by The Bear Factory® UPP policy terms, as set forth hereinafter; reference to “Resellers” hereinafter shall apply equally to any and all authorized Resellers and authorized eResellers.
25. Initiation and Replacement. In order to successfully compete in the marketplace, and to ensure that The Bear Factory® can maintain innovative and high-quality Products with adequate promotion and support, effective November 1, 2024, this Unilateral Pricing Policy (UPP) shall completely replace the previously enacted Minimum Advertised Price (MAP), and shall apply to all The Bear Factory Products sold to end-users in the around the world. International accounts must reflect pricing as translated into their local currency.
26. This UPP is intended to level the playing field for all Resellers of the Brand Owner, and to ensure fair competition. the Brand Owner price sheet and/or MSRP online portal can be found by logging into your Reseller account on our website (the “Set Prices“). the Brand Owner reserves the absolute right to change our pricing, without prior notice. This UPP applies to all active Products. Products designated as “obsolete” or “discontinued” by the Brand Owner may be sold at market prices in any form of advertisement.
27. The Brand Owner reserves the unilateral and exclusive right to terminate any Reseller accounts failing to abide by our policies, without notice.
28. Advertised Prices. Resellers shall not advertise Products at prices below the Brand Owner Set Prices. A price advertised even one cent below the Set Prices is considered noncompliance. the Brand Owner reserves the exclusive right from time to time to alter, modify, suspend, increase, decrease or cancel in whole or in part this UPP and/or its terms, including the Products covered and the Set Prices allowed, in its sole, absolute and unreviewable discretion, at any time without notice. the Brand Owner is the sole arbiter of such decisions and reserves the right to make any such decision unilaterally.
29. Unilateral Policy. The UPP applies to all advertised prices for its Products. The UPP is not, and is not intended to be an agreement or understanding of any kind, express or implied, regarding the price at which any Reseller may sell Products. A Reseller may sell Products at any price it chooses. No officer, employee, representative or agent of the Brand Owner has authority to (a) enter into any agreement or understanding with respect to the price at which the Reseller sells Products, or (b) coerce or otherwise force the Reseller to price the Products at any level other than that which is unilaterally determined by the Reseller. The Reseller, within its own discretion, can choose to comply or not comply with this UPP. the Brand Owner will not discuss or negotiate conditions, terms, or acceptance related to this policy. This UPP is non-negotiable and will not be altered, modified or amended for any Reseller.
30. This UPP applies to all advertisements and marketing of Products in any and all media, including without limitation: newspapers, direct mail flyers or circulars, catalogs, television, radio, online/electronic media, and all other media. The UPP does not apply to in-store banners, displays, or price tags or other in-store advertising that is not distributed externally to End-Users. The UPP does however prohibit the use of phrases or graphical representations that are intended to imply or suggest, or would allow an end-user to infer, that a price lower than Set Prices may apply.

31. Examples of Compliance.
    1. Offering free shipping or financing on Products shall constitute compliance.
    2. Offering a gift card, redeemable for value on a future purchase, along with the purchase of Products shall constitute compliance.
32. Examples of Non-compliance.
    1. Website features such as “click for price,” “see price in cart,” “add to cart for best price,” automated “bounce-back” pricing emails, pre-formatted email responses, forms, and automatic price display for any items prior to the checkout page, and other similar features are considered to be communications initiated by the dealer (rather than by the end-user), constitute advertisements, and shall not constitute compliance with the UPP.
    2. Any statement or language that allows a recalculation of the advertised price to be made, such as “20% off prices shown everyday” or “call for $50 off this price,” shall not constitute compliance with this UPP if such recalculated advertised price is below the Set Prices for that Product, unless otherwise allowed as a Sponsored Event or promotion.
    3. Including free or otherwise discounted Products (whether the Brand Owner’s Products or another’s products) along with the sale of the Products shall not constitute compliance with this UPP if such inclusion has the effect of discounting the advertised price of the product below the Set Prices applicable to that product.
    4. Combining one or more product(s) with any other product to advertise a sales price lower than the combined price of what the two (2) or more Products could be purchased independent of each other, shall not constitute compliance with this UPP.
    5. Advertising and offering non-the Brand Owner issued rebates (in any form) on Product(s) shall not constitute compliance with the UPP.
33. Termination for Non-Compliance. If the Brand Owner determines that any Reseller violates this UPP, then the Brand Owner may, in its sole and unreviewable discretion, without assuming any liability, cancel any and all pending orders a Reseller may have outstanding, and the Brand Owner may indefinitely refuse to accept new product orders for such Reseller.
34. Reporting and Monitoring. The Brand Owner may engage in monitoring of advertised prices for sales of the Brand Owner’s Products in all channels, either directly or via the use of third parties. Third parties retained by the Brand Owner may engage in the monitoring of product sales by the Resellers to verify that the terms of this UPP are being enforced. Upon Demand, the Brand Owner may request proof of compliance or certain information regarding a Reseller’s advertising. Failure to provide such reasonably requested information will be deemed noncompliance by the Brand Owner.
35. Every Child Commitment. We believe that every child should have the opportunity to experience the joy of a stuff a plush experience. It is with this in mind that we are presenting: Every Child Commitment. Supporting all families and communities is something we strongly believe in. We also recognize that not all communities have the same financial opportunities as others. This commitment will provide exemptions from the UPP for schools, religious organizations, non-profits, and charitable fundraising events (a “Sponsored Event“).
36. Application Required. If your organization operates as one of these entities, then you may be eligible for an exemption, at the discretion of the Brand Owner. If your business operates in an area with a cost-of-living consideration or you have a unique circumstance, then we encourage you to apply for an exemption. Should you have questions regarding our Every Child Commitment and how you may benefit from this, please contact the Brand Owner directly.

37. UPP Additional Guidelines.
    1. The Set Prices for any Product shall not be less than 35% below the current Manufacturer’s Suggested Retail Price (“MSRP“) as published on the Brand Owner’s price sheet or via an MSRP online portal. UPP Set Prices established by the Brand Owner and may be adjusted by the Brand Owner at its sole discretion.
    2. UPP does not establish maximum advertised prices. All dealers and sales representatives may offer the Products at any price in excess of the Set Prices.
    3. E-Bay, Etsy and other “auction” websites policy (for authorized eResellers only):
       1. “Buy it Now” options must be listed at a price equal to Set Prices or greater.
       2. For auctions the reserve and/or opening bids must start at Set Prices without a “Buy it Now” option.

• “Best Offer” auctions are not allowed

1. The Brand Owner may run a sale from time to time and in such case the UPP will be the same as the sale price on those particular items and on those particular dates. Please review the MSRP sheet or the online portal for sale exemption dates.

38. Right To Amend. Questions regarding this UPP should be directed to the Brand Owner in writing or via email. the Brand Owner reserves the unilateral right to change this policy at any time, with or without prior notice.

Media Terms of Use Policy

39. Use of Media. All Resellers and eResellers expressly agree to be bound by the terms of this Media Policy by their application for or initiation of a Reseller account with the Brand Owner; reference to “Resellers” hereinafter shall apply equally to any and all authorized Resellers and authorized eResellers.
40. The following terms shall have the following definitions as used throughout this document:
    1. “Confidential Information” means information that: (a) is by its nature confidential, (b) is designated in writing by Brand Owner as confidential, (c) the Reseller knows or reasonably ought to know is confidential (d) Information comprised in or relating to any Intellectual Property Rights of Brand Owner;
    2. “Asset” means the Asset provided by Brand Owner as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.
    3. “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in herein.
    4. “Party” means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.
    5. “Term” means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.
41. Brand Owner grants to the Reseller a non-exclusive, non-transferable license for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement. All text, graphics, photographs, trademarks, logos, sounds, music, and artwork (the “Content“), including but not limited to the design, structure, selection, coordination, expression, “look and feel”, and arrangement of such Content contained on our websites is owned, controlled, or licensed by or to the Brand Owner, and is protected by trade dress, copyright, patent and trademark laws, and other various intellectual property rights and unfair competition laws. Except as expressly provided in these terms of use, no part of our website, and no content, Assets, or Products may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way to any medium for publication or distribution for any commercial enterprise without the Brand Owner’s express prior written consent.
42. In consideration of the Brand Owner providing the license described herein, the Reseller agrees to pay Brand Owner the amount of the License Charge as specified in Item 9 of the Schedule. The license fee and any other amounts payable by the Reseller to the Brand Owner, under this Agreement, are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to Reseller and paid by Reseller within 30 days of such invoice.
43. The Reseller cannot use the Asset, for purposes other than as specified in this Agreement and in Item 8 of the Schedule. By using our website, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission, (e.g., credit card data) is encrypted.
44. Agent Use. The Reseller may permit its employees to use the Asset for the purposes described in Item 8, provided that the Reseller takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialize or disclose the contents of it to any third person or use it other than in accordance with the terms of this Agreement.
45. Restrictions on Use. The Reseller will not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to a third party. No copies of the Asset are to be made other than as expressly approved by Brand Owner. Reseller may not make any changes to the Asset. The Reseller will provide technological and security measures to ensure that the Asset which the Reseller is responsible for is physically and electronically secure from unauthorized use or access. Reseller shall ensure that the Asset retains all Brand Owner copyright notices and other proprietary legends and all trademarks or service marks of Brand Owner. The Reseller does not acquire any rights of ownership in the Asset. The Reseller acknowledges and agrees that neither Brand Owner nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Brand Owner’s provision of the Asset under this Agreement, or any use of the Asset by the Reseller or its employees; and Reseller hereby releases Brand Owner to the fullest extent from any such liability, loss, damage or claim. This clause will survive termination of the reseller relationship between Brand Owner and Reseller.
46. Confidential Information. Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement. Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information (a) is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency, (b) was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization. This clause will survive termination of the reseller relationship between Brand Owner and Reseller.
47. Limitation on Liability. To the extent permitted by law, Brand Owner will in no way be liable to the Reseller or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset. Brand Owner will not be held liable by the Reseller in any way, for any loss, damage or injury suffered by the Reseller or by any other person related to any use of the Asset or any part thereof. Notwithstanding anything contained in this Agreement, in no event shall Brand Owner be liable for any claims, damages or loss which may arise from the modification, combination, or improper operation/use of the Asset.

48. No Express Warranty. THE ASSET IS PROVIDED BY BRAND OWNER ON AN “AS IS” BASIS. BRAND OWNER DOES NOT WARRANT THAT THE ASSET WILL FUNCTION IN ANY ENVIRONMENT. THE RESELLER ACKNOWLEDGES THAT THE ASSET HAS NOT BEEN PREPARED TO MEET ANY SPECIFIC REQUIREMENTS OF ANY PARTY, INCLUDING ANY REQUIREMENTS OF RESELLER. IT IS THEREFORE THE RESPONSIBILITY OF THE RESELLER TO ENSURE THAT THE ASSET MEETS ITS OWN INDIVIDUAL REQUIREMENTS. TO THE EXTENT PERMITTED BY LAW, NO EXPRESS OR IMPLIED WARRANTY, TERM, CONDITION OR UNDERTAKING IS GIVEN OR ASSUMED BY BRAND OWNER, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
49. The above disclaimer applies to any damages, liabilities or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence, or any other cause of action.
50. The Reseller must indemnify, defend and hold harmless Brand Owner, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from Reseller’s and Reseller’s employee’s use or reliance on the Asset, any breach of the terms of this License Agreement by the Reseller or any Reseller employee, and any other act of Reseller. This clause will survive termination of the reseller relationship between Brand Owner and Reseller. If, notwithstanding the other provisions of these terms of use, the Brand Owner is found to be liable to you for any damage or loss which arises out of or is related or connected with your use of our website, Assets, or Products, the Brand Owner’s liability shall in no event exceed the greater of (1) the total of any funds tendered in exchange for the use of the website, Assets, or Products, individually calculated on a per unit basis in the six months prior to the date of the initial claim made against the Brand Owner, or (2) $100.00 USD. Some jurisdictions to not allow limitations of liability, so the foregoing limits may not apply to you.
51. Term and Termination. This Agreement and the license granted herein commences upon the acceptance of Reseller as an authorized Reseller by the Brand Owner, and is granted unless otherwise terminated by Brand Owner, or if the Reseller becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors. Termination under this clause shall not affect any other rights or remedies Brand Owner may have.

TBF Media Agreement

1.1 “Agreement” means this License Agreement including the attached Schedule.

1.2 “Confidential Information” means information that:

a. is by its nature confidential;

b. is designated in writing by Licensor as confidential;

c. the Licensee knows or reasonably ought to know is confidential;

d. Information comprised in or relating to any Intellectual Property Rights of Licensor;

1.3 “Asset” means the Asset provided by Licensor as specified in Item 6 of the Schedule in the form as stated in Item 7 of the Schedule.

1.4 “Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights, as further specified in clause 5.

1.5 “Party” means a person or business entity who has executed this Agreement; details of the Parties are specified in Item 2 of the Schedule.

1.6 “Term” means the term of this Agreement commencing on the Commencement Date as specified in Item 4 of the Schedule and expiring on the Expiry Date specified in Item 5 of the Schedule.

2.1 Licensor grants to the Licensee a non-exclusive, non-transferable license for the Term to use the Asset for the specific purpose specified in this Agreement, subject to the terms and conditions set out in this Agreement.

3.1 In consideration of the Licensor providing the license under clause 2 of this License Agreement, the Licensee agrees to pay Licensor the amount of the License Charge as specified in Item 9 of the Schedule.

4.1 The Licensee cannot use the Asset, for purposes other than as specified in this Agreement and in Item 8 of the Schedule.

4.2 The Licensee may permit its employees to use the Asset for the purposes described in Item 8, provided that the Licensee takes all necessary steps and imposes the necessary conditions to ensure that all employees using the Asset do not commercialize or disclose the contents of it to any third person or use it other than in accordance with the terms of this Agreement.

4.3 The Licensee will not distribute, sell, license or sub-license, let, trade or expose for sale the Asset to a third party.

4.4 No copies of the Asset are to be made other than as expressly approved by Licensor.

4.5 No changes to the Asset or its content may be made by Licensee.

4.6 The Licensee will provide technological and security measures to ensure that the Asset which the Licensee is responsible for is physically and electronically secure from unauthorized use or access.

4.7 Licensee shall ensure that the Asset retains all Licensor copyright notices and other proprietary legends and all trademarks or service marks of Licensor.

5.1 All Intellectual Property Rights over and in respect of the Asset are owned by Licensor. The Licensee does not acquire any rights of ownership in the Asset.

6.1 The Licensee acknowledges and agrees that neither Licensor nor its board members, officers, employees or agents, will be liable for any loss or damage arising out of or resulting from Licensor’s provision of the Asset under this Agreement, or any use of the Asset by the Licensee or its employees; and Licensee hereby releases Licensor to the fullest extent from any such liability, loss, damage or claim.

7.1 Neither Party may use, disclose or make available to any third party the other Party’s Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement.

7.2 Each Party must hold the other Party’s Confidential Information secure and in confidence, except to the extent that such Confidential Information:

a. is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or

b. was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization.

7.3 This clause 7 will survive termination of this Agreement.

8.1 To the extent permitted by law, Licensor will in no way be liable to the Licensee or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Asset.

8.2 The Asset is provided by Licensor on an “as is” basis.

8.3 Licensor will not be held liable by the Licensee in any way, for any loss, damage or injury suffered by the Licensee or by any other person related to any use of the Asset or any part thereof.

8.4 Notwithstanding anything contained in this Agreement, in no event shall Licensor be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Asset with Licensee computer programs.

8.5 Licensor does not warrant that the Asset will function in any environment.

8.6 The Licensee acknowledges that:

a. The Asset has not been prepared to meet any specific requirements of any party, including any requirements of Licensee; and

b. it is therefore the responsibility of the Licensee to ensure that the Asset meets its own individual requirements.

8.7 To the extent permitted by law, no express or implied warranty, term, condition or undertaking is given or assumed by Licensor, including any implied warranty of merchantability or fitness for a particular purpose.

9.1 The Licensee must indemnify, defend and hold harmless Licensor, its board members, officers, employees and agents from and against any and all claims (including third party claims), demands, actions, suits, expenses (including attorney’s fees) and damages (including indirect or consequential loss) resulting in any way from:

a. Licensee’s and Licensee’s employee’s use or reliance on the Asset,

b. any breach of the terms of this License Agreement by the Licensee or any Licensee employee, and

c. any other act of Licensee.

9.2 This clause 9 will survive termination of this Agreement.

10.1 Any failure or delay by either Party to exercise any right, power or privilege hereunder or to insist upon observance or performance by the other of the provisions of this License Agreement shall not operate or be construed as a waiver thereof.

11.1 This Agreement will be construed by and governed in accordance with the laws of the United States of America. The Parties submit to exclusive jurisdiction of the courts of Livingston County, Michigan of the United States of America.

12.1 This Agreement and the license granted herein commences upon the Commencement Date and is granted for the Term, unless otherwise terminated by Licensor in the event of any of the following:

a. if the Licensee is in breach of any term of this License Agreement and has not corrected such breach to Licensor’s reasonable satisfaction within 7 days of Licensor’s notice of the same;

b. if the Licensee becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or

c. the Licensee is in breach of clause 5 or 7 of this Agreement.

12.2 Termination under this clause shall not affect any other rights or remedies Licensor may have.

13.1 In consideration for the license grant described in this License Agreement, Licensee shall pay the yearly license fee as stated in Item 9 of the Schedule immediately upon execution of this Agreement and upon each anniversary date of this Agreement.

13.2 The license fee and any other amounts payable by the Licensee to the Licensor, under this Agreement, are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to Licensee and paid by Licensee within 30 days of such invoice.

15.1 All notices required under this Agreement shall be in writing and shall be deemed given (i) when delivered personally; (ii) five (5) days after mailing, when sent certified mail, return receipt requested and postage prepaid; or (iii) one (1) business day after dispatch, when sent via a commercial overnight carrier, fees prepaid.  All notices given by either Party must be sent to the address of the other as first written above (unless otherwise changed by written notice).

16.1 This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.

17.1 The Parties recognize the uncertainty of the law with respect to certain provisions of this Agreement and expressly stipulate that this Agreement will be construed in a manner that renders its provisions valid and enforceable to the maximum extent possible under applicable law. To the extent that any provisions of this Agreement are determined by a court of competent jurisdiction to be invalid or unenforceable, such provisions will be deleted from this Agreement or modified so as to make them enforceable and the validity and enforceability of the remainder of such provisions and of this Agreement will be unaffected.

18.1 This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written.  Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

SCHEDULE

Item 1 – License Agreement

THE LICENSE AGREEMENT OF WHICH THIS SCHEDULE FORMS A PART IS DATED AS OF DATE LISTED IN SECTION 1 AND IS BY AND BETWEEN THE PARTIES REFERENCED IN ITEM 2 BELOW.

Item 2 – Name and Address of Licensor and Licensee

Licensor: The Bear Factory, a company organized and existing in The United States of America, with a registered address at 10609 Hi Tech Drive, Whitmore Lake MI, 48189.

Licensee: As Provided in “Business Contact Section”

Item 3 – Other License Terms: Limited to digital media distribution

Item 4 – Date As Provided in “Business Contact Section”

Item 5 – Date As Provided in “Business Contact Section”

Item 6 – All digital marketing materials provided

Item 7 – Format of Asset (PDF, JPEG, etc.)

Item 8 – Approved Purpose: Digital marketing promotion.

Item 9 – License Fee: N/A

I acknowledge I am a qualified representative of my organization to submit and provide oversight of the terms of this agreement . I agree to the terms and conditions of this agreement.