Resell Terms

COOP HOME GOODS 

RESELLER ACCOUNT APPLICATION & TERMS AND CONDITIONS 

  BUSINESS INFORMATION 

  CONTACT INFORMATION 

  RESELLER TERMS & CONDITIONS 

1. Our Agreement. 

This Reseller Application is subject to acceptance by a-thread apparel, LLC d/b/a Coop Home Goods ("CHG"). Upon acceptance, this Reseller Application, together with the following Terms and Conditions, shall constitute the entire agreement (the "Reseller Agreement") between CHG and the individual or entity identified on the Reseller Application ("Reseller"). The Reseller Agreement defines CHG's and Reseller's rights and duties and contains important information about the promotion of CHG Products. “Products” shall mean all sleep and hom goods manufactured, branded, or sold by CHG.  Reseller represents and warrants that she, he or it has read, understands, and agrees to abide by the Reseller Agreement, including the agreement to arbitrate set forth in Section 11 below and the class action waiver set forth in Section 12 below, that the information provided on the Reseller Application is accurate and complete, and that Reseller may perform her/his/its obligations without breach of any other agreement. The Reseller Agreement contains the entire agreement between CHG and Reseller and supersedes and replaces any and all prior representations, warranties, negotiations, and agreements with respect to the subject matter hereof. CHG may at any time revise these Terms and Conditions by posting the amended Terms and Conditions on the CHG Website and any changes or additions will be effective immediately upon posting. Resellers must check the CHG Website frequently for revisions to these Terms and Conditions. 

2. Purpose; Independent Contractor. 

Reseller is not, and shall not represent to any third-party that Reseller is, an employee, agent, affiliate, or representative of CHG or a purchaser of a franchise or a business opportunity. The Reseller Agreement does not create an employee/employer relationship, agency, partnership, or joint venture between CHG and Reseller. Reseller shall not be treated as an employee of CHG for any purpose, including without limitation, for federal, state or local tax purposes. Reseller is solely responsible for all decisions made and all costs incurred with respect to Reseller activities, and will assume all risk in connection therewith. Reseller is solely responsible for all taxes and payments required to be filed with or made to any tax authority with respect to Reseller’s activities. CHG will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker's compensation insurance on Reseller's behalf. 

3. Reseller Commitments. 

Reseller agrees to: (a) conduct Reseller activities with a high standard of professionalism and in a manner that reflects favorably at all times on CHG and the CHG Products; (b) avoid deceptive, misleading, or unethical practices; (c) make no representations, warranties, or other statements with respect to the CHG Products or any business opportunity that are different from or in addition to those in the Reseller Agreement and CHG marketing materials; (d) not bind CHG to any agreement, or pursue, waive, or compromise any of CHG's rights (or purport to do any of the foregoing); (e) not reverse engineer any CHG Product or attempt to reformulate, manufacture, or produce the CHG Products or any product substantially similar to the CHG Products; (f) periodically review these Terms and Conditions, as amended and from time to time and posted on the CHG Website; and (g) otherwise comply at all times with, and accept exclusive liability for non-compliance with, all applicable laws, regulations, rules, and these Terms and Conditions. 

4. Product Ordering and Sales; No Inventory Requirements. 

Reseller understands that although there are minimum purchase requirements as detailed on the CHG Order Form, there is no minimum inventory requirement. Reseller and end-user customers may purchase CHG Products through the CHG Wholesale Channel. CHG may accept or decline any order for CHG Products, and may cancel or delay shipment of CHG Products for any reason, including without limitation if Reseller fails to make any required payment or otherwise fails to comply with the Reseller Agreement. Title and risk of loss to the products will pass to Reseller on delivery of the products to Reseller by the carrier of CHG's choice. CHG has the right to communicate and do business with any and all customers acquired through Reseller's efforts without restriction of any kind. 

5. Sales and Marketing Restrictions; No Third-Party Platforms. 

Reseller may not market or sell the CHG Products in retail outlets or other locations open or available to the public. Reseller shall not market or sell CHG Products on sites or domains that are not owned or operated by Reseller, including Amazon (US, CA, MX, UK, FR, DE, IT, IN, CN, JP), Walmart, Jet, eBay, Rakuten, Alibaba, Alibaba Express, Groupon, LivingSocial, or other deal sites or third-party platforms or marketplaces. 

6. Minimum Advertised Price. 

Reseller shall not market or sell any CHG Product at below the minimum advertised price ("MAP") set by CHG in its sole discretion, and as communicated to Reseller from time to time. In addition, Reseller may not offer any specialized pricing, such as "Two-for-One," "Buy Two, Get One Free," or any "Value Packs" that would have the effect of reducing the per unit MAP without the express written approval of CHG. 

7. Sales Taxes. 

Reseller is solely responsible for collecting and remitting applicable sales tax to the appropriate tax agency based on the purchase price of the CHG Products sold to Reseller's customers. 

8. Customer and Reseller Refunds and Returns. 

Reseller acknowledges and agrees that Reseller is solely responsible for returns of CHG Products purchased from Reseller by a customer. CHG has the sole discretion to accept or deny Reseller returns of CHP Products, and CHG will only accept Reseller returns of CHG Products that are unopened, in original packaging, undamaged, marketable by CHG and returned to CHG within 30 days of purchase by Reseller. 

9. CHG Content and Confidential Information. 

CHG is and shall be the sole and exclusive owner of all rights, titles, and interest in and to CHG's registered and unregistered trademarks and service marks (collectively, "CHG Trademarks"), website copy, slogans, marketing materials, look-and-feel, and all intellectual property and proprietary rights therein (collectively, "CHG IP"), subject only to the specific licenses granted to Resellers in the Reseller Agreement, and CHG expressly reserves all such rights. Except as expressly set forth in the Reseller Agreement, Resellers shall not acquire or claim any rights in any CHG Trademarks or CHG IP.  

“Confidential Information” shall mean means all information of or regarding each party which by its very nature is confidential in nature, including information regarding products, websites, services, software and software source documents, processes, methodologies, clients, trade secrets, intellectual property, inventions, techniques, programs, schematics, data, formulas, design documents or information, product strategy and pricing data or coding, CHG campaign tools, parameters and/or metrics, and in addition, all other information which is identified as confidential by the disclosing party or by its nature ought to be treated as confidential by the receiving party. CHG and Reseller each agree to treat as confidential all Confidential Information of the other party, not to use such Confidential Information except as set forth herein and not to disclose such Confidential Information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, each of the parties shall use at least the same degree of care which it uses to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other. Notwithstanding the foregoing, neither party hereto shall have liability to the other with regard to any Confidential Information of the other which: (i) was in the public domain at the time it was disclosed or enters the public domain through no fault of the receiver; (ii) was known to the receiver, without restriction, at the time of disclosure as shown by the files of the receiver in existence at the time of disclosure; (iii) is disclosed with the prior, written approval of the discloser; (iv) was independently developed by the receiver without any use of the Confidential Information; (v) becomes known to the receiver, without restriction, from a source other than the discloser, without breach of this Agreement by receiver; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body, provided, however, that to the extent legally permissible, the receiver shall provide prompt notice thereof to enable the discloser to seek a protective order to otherwise prevent such disclosure. Neither party shall disclose, advertise or publish the terms and conditions of this Agreement without the prior written consent of the other party. 

CHG hereby gives notice to Reseller of the whistleblower protections of the Defend Trade Secrets Act. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal; and does not disclose the trade secret, except pursuant to court order. Reseller agrees to give notice to Reseller's employees, if applicable, of the protections of this provision with regards to any confidential information or trade secrets that are subject to this Reseller Agreement. 

10. Warranty; Defective Product Returns; Disclaimer. 

CHG warrants that the CHG Products as and when delivered by CHG shall be free from material defects. CHG's sole obligation, and Reseller's sole and exclusive remedy, for breach of this warranty shall be to report any damaged or defective CHG Product within 10 days following receipt of such CHG Product from a CHG approved shipper, return such damaged or defective CHG Product within 30 days for receipt accompanied by a valid Return Authorization Number supplied by CHG, and receive a replacement or credit. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHG HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE CHG PRODUCTS, THE CHG TRADEMARKS, THE CHG IP, AND ANY OTHER SUBJECT MATTER OF THE RESELLER AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, ACCURACY OR COMPLETENESS OF CONTENT, RESULTS, LACK OF WORKMANLIKE EFFORT, AND CORRESPONDENCE TO DESCRIPTION. 

11. Dispute Resolution. 

Any claim or dispute arising under or relating to the Reseller Agreement (whether arising in contract, tort, claim of fraud or fraudulent inducement, or otherwise) that cannot be resolved through negotiation shall first be mediated in Los Angeles County, California, and if it cannot be resolved by mediation, is subject to and shall be settled exclusively by final, binding arbitration before a single arbitrator in Los Angeles, California, in accordance with the then-prevailing Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall not have the power to alter, modify, amend, add to or subtract from any provision of the Reseller Agreement, or to rule upon or grant any extension, renewal, or continuance of the Reseller Agreement. The arbitrator shall not have the power to award special, incidental, indirect, punitive or exemplary, or consequential damages of any kind or nature, including, without limitation, damages for lost profits, lost business, or lost opportunities, however caused. All arbitration proceedings will be confidential. Although the Reseller Agreement is made and entered into between Reseller and CHG, CHG's affiliates, owners, members, managers, and employees ("Related Parties") are intended to be third-party beneficiaries of the Reseller Agreement for purposes of the provisions of this Reseller Agreement referring specifically to them, including this agreement to arbitrate. The parties acknowledge that nothing contained herein is intended to create any involvement by, responsibility of, or liability for, the Related Parties with respect to any dealings between Reseller and CHG, and the parties further acknowledge that nothing contained herein shall be argued by either of them to constitute any waiver by the Related Parties of any defense which Related Parties may otherwise have concerning whether they can properly be made a party to any dispute between the parties. 

12. Class Action Waiver. 

Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither Reseller nor CHG will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. 

13. Limitation of Liability. 

NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE, IN NO EVENT SHALL CHG OR ANY OF ITS RELATED PARTIES BE LIABLE TO RESELLER FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST BUSINESS, AND LOST OPPORTUNITIES, HOWEVER CAUSED, ARISING OUT OF OR RELATED TO THIS RESELLER AGREEMENT OR THE SUBJECT MATTER HEREOF (INCLUDING, BUT NOT LIMITED TO, THE CHG PRODUCTS, PROGRAM, CHG MARKETING MATERIALS, OR CHG BUSINESS SUPPLIES), WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF CHG OR ANY OF ITS RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

14. Indemnification. 

Reseller agrees to indemnify, defend, and hold harmless CHG (together with its Related Parties, agents, stockholders, members, employees, directors, officers, collectively "Indemnified Parties") from and against any and all losses or liabilities (including attorneys' fees and costs) they may suffer or incur as a result of Reseller's (i) breach or alleged breach of the Reseller Agreement, (ii) violation of applicable law, and (iii) breach of Reseller’s representations and warranties under this Reseller Agreement. Without limitation of the foregoing, Reseller shall specifically indemnify the Indemnified Parties against any losses or liabilities they may suffer or incur as a result of Reseller being deemed an employee, agent, or holding any status other than an independent contractor, and Reseller's tax liabilities. 

15. Non-Solicitation. 

Reseller hereby agrees that during the Term of this Reseller Agreement, and for a period of twelve (12) months after the Term, Reseller will not, either directly or indirectly, solicit or hire any current or former employees or contractors of CHG; provided, however, that Reseller will not be restricted from placing in general circulation any solicitation for employment not direct toward personnel of CHG. 

16. Term; Termination. 

The term shall commence on the date of CHG's acceptance of Reseller's Application and continue month-to-month unless terminated in writing via thirty (30) days written notice by either party. CHG will not be liable to Reseller for damages of any kind solely as a result of terminating the Reseller Agreement, and termination of the Reseller Agreement will be without prejudice to any other right or remedy of CHG under the Reseller Agreement or applicable law. Upon any expiration or termination of the Reseller Agreement, the following sections of this Reseller Application shall survive and continue: Sections 3, 7, 8 through 15, 17. 

17. Miscellaneous. 

The Reseller Agreement shall be governed by the law of California without giving effect to any choice of law rule that would cause the application of laws of any jurisdiction other than the laws of California. If any provision contained herein is found by a court of competent jurisdiction or an arbitrator to be invalid, illegal, or unenforceable in any respect, such provision shall be ineffective, but shall not in any way invalidate or otherwise affect any other provision. The Reseller Agreement may not be assigned by Reseller without the express written permission of CHG, but may be freely assigned by CHG, and shall be binding on each of the parties' successors and permitted assigns. Any attempted assignment in violation of this Section shall be void. 

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