Offline/Teachers Sales Agreement

This Agreement is between ______, with its primary address _____ as (“Teacher”) and Mosaic Quilt Studio/https://www.howtosewart.com (the “Company”), and governs any use by Teachers of Mosaic Quilt Studio/HowToSewArt.com’s Retail Sales Website (the “Service”) to provide Teacher’s customers (“Consumers”), according to the terms set forth herein, with products made available through the Service.

BY USING THE SERVICE/BUYING TEACHERS STARTER KIT, TEACHER AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

  1. Eligibility/Registration. In order to use the Service, Teacher must first register and have a Wholesale affiliate account as well as purchase a Teachers Starter Kit on HowToSewArt.com. The Company reserves the right to review all registration applications, and to accept or reject any applicant(s) in its sole judgment. Teacher must at all times maintain an updated address, phone number, e-mail address and the name of a contact person in its account information on HowToSewArt.com. The party registering on behalf of the Teacher  has all requisite right, power and authority to enter into this Agreement and perform its obligations here under, and that said party is authorized to bind Teacher .
  2. Description of the Service. The Service is a means by which Tammie Bowser (“Designer”) may make available products for sale to in-store customers of Teacher at Teacher ’s so-called brick-and-mortar retail stores, guilds, fabric, quilt or sewing machine shop (hereinafter, collectively and/or individually referred to as “Retail stores”) as long as such Retail Store is clearly designated as a store used by the Teacher to host classes. The Company’s sole role in connection with the Service is to provide this platform to connect product designer with Teacher . The Company is not involved in the actual transaction between the Teacher and students/consumers. The Company is not the Teacher ’s agent. In the event of a dispute between a Designer and a Teacher , the Company’s sole responsibility will be to facilitate communication between the Teacher and the Designer, and, if appropriate to terminate Teacher ’s access to the Designer’s product(s) as directed by the Designer.
  3. Teacher Duties: Teacher may sell products that have been purchased wholesale through the Service as follows:
    • Teacher’s may only sell products through the service to an in-person end-user (a “Customer) that is physically present at Teacher ’s Retail Store Classroom. For the avoidance of doubt, Teacher may not use the Service for website, email, catalogue or telephone sales (or any sales that do not occur as a result of an in-person interaction with the Customer).Although the Service is presently available to Certified Teachers but is limited to a Retail Store locations.
    • Teacher agrees to charge the retail price set by the Company, to comply with any additional Teacher terms associated with the product.
    • Teacher expressly acknowledges the Company’s copyright and other intellectual property rights in Designer’s product(s) and agrees not to violate or in any way aid in the violation of those rights. Without limiting the foregoing, Teacher may not modify, rent, lease, loan, sell, distribute or create derivative works based on any product except as expressly authorized by the Designer and/or Company.
  4. No Warranties. THE THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
    • THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
    • THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
    • ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
    • ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF THE COMPANY.

    TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE COMPANY DISCLAIMS ANY AND ALL SUCH WARRANTIES.

    Without limiting the foregoing, the Company is not responsible for any patterns made with the products/software. The Company makes no representations with respect to the accuracy, integrity, or quality of any patterns, and shall not in any way be liable for any loss or damage of any kind incurred as a result of the sale or use of any product made available via the Services. Notwithstanding the foregoing, The Company shall have the right, but not the obligation, to remove any product that it deems may be violative of any law, regulation or guideline, or that it deems offensive, in its sole discretion.

  5. Taxes. Teacher shall have sole responsibility for the collection and payment of any sales, ‘value added’ and/or any other tax(es) associated with or incurred as a result of any in-person sales of any product(s) pursuant to this Agreement.
  6. General Release. BECAUSE THE COMPANY IS NOT INVOLVED IN TRANSACTIONS BETWEEN TEACHER AND ANY  CUSTOMER, IF A DISPUTE ARISES BETWEEN TEACHER AND CUSTOMER, TEACHER EXPRESSLY RELEASES THE COMPANY (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
  7. Limitation of Liability. THE COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, THE INABILITY TO USE THE SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE.
  8. Indemnity. Teacher agrees to indemnify and hold the Company and its subsidiaries, affiliates, officers, agents, employees and partners, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Teacher ’s use of the Service, violation of this Agreement, or any other violation of any rights of another.
  9. Termination. This Agreement may be terminated by either party, for any reason, and at any time, with or without notice.
  10. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties relating to the subject matter herein and supersedes all prior discussions between the parties
  11. No Assignment. Teacher may not assign this Agreement or any right or duty arising here under to another party without the Company’s express written permission.
  12. Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed by the Laws of the State of California without regard to its principles regarding conflicts of law. The state and federal courts of California shall have exclusive jurisdiction over any matter arising here under, and You hereby consent to personal jurisdiction in those courts.
  13. Headings. Section headings are included in the Agreement for convenience only. They are not to be considered a part of this Agreement, and are not intended to be a full and accurate description of the contents hereof.
  14. Severability. If any one or more of the provisions in this Agreement are deemed void as a matter of law, then the remaining provisions will continue in full force and effect.
  15. Additional Acknowledgments. Teacher acknowledges that Teacher: (a) is entering into this Agreement voluntarily and without any duress or undue influence; (b) has carefully read this Agreement and fully understands its terms, consequences, and binding effect; (c) has sought the advice of an attorney of its choice if so desired prior to entering into this Agreement; and (d) understands that by performing under this Agreement, Teacher agrees to be bound by its the terms.

Teacher agrees that the Service may be used only for lawful purposes and in a lawful manner. Teacher agrees to comply with all applicable laws, statutes, and regulations. Fraudulent conduct may be reported to law enforcement, and the Company will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

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