Adya Dealer Agreement
Adya Dealer Agreement
This Agreement (the “Agreement”) is made and entered into on the date you click AGREE (“the Effective Date”), by and between Adya Inc., a Michigan corporation (“Adya”), and you (hereinafter “Dealer”). Whereas, Adya manufactures and distributes a mineral solution from mica and accompanying filtration units for water purification (“the Products”) featuring the name Adya® and Adya Clarity™, and Dealer wishes to resell the Products; whereas the parties agree as follows:
Grant of Rights.
Adya hereby designates Dealer as a re-seller of the Products. During the Term, and solely within the Licensed Territory, Adya hereby grants Dealer a non-exclusive, nontransferable, and non-assignable sublicense, to sell the Products to consumers under the Marks. Dealer agrees to limit itself to the sale of the Products within the Territory and purchase all Products directly from Adya.
Term.
This Agreement shall commence on the Effective Date and shall continue thereafter for one year (“Term”). Thereafter, the Term shall automatically renew for one year periods until cancelled in writing pursuant to this Agreement. Either party to this Agreement may terminate this Agreement, for any reason or no reason at all, by giving the other party 30 day written notice.
Territory.
The non - exclusive territory for Dealer to sell the Products and use the Marks shall be the United States of America (hereinafter the “Territory”).
MAP.
Dealer shall comply with Adya’s Minimum Advertising Price Policy (“MAP”), the details of which are posted at Adyawater.com and can be modified at Adya’s discretion.
Promotion and Advertising of the Products.
Dealer shall not make any medical and/or health claims or publish, promote or otherwise disseminate testimonials and/or claims that the Products heal, cure, prevent, ameliorate or otherwise treat any disease or bodily abnormalities. Dealer shall not promote the Products as a nutritional supplement, super food, vitamin or mineral compound.
Compliance with Law and Adya rules.
Dealer agrees to abide by all applicable laws and regulations in the Territory. Dealer agrees to follow the rules set forth in the Adya Handbook and Adya’s Payment and Return policies which are all posted at Adyawater.com, and which may be modified at Adya’s discretion.
Indemnity.
Dealer shall indemnify Adya and hold harmless each of its respective officers, officials, employees, agents and volunteers from all losses, fines, penalties, liabilities, attorney’s fees, expenses and damages, resulting from or in connection with any of Dealer’s actions of breaching this Agreement, acting with negligent or willful misconduct, or making misrepresentations and/or publishing false or deceptive advertisements.
Relationship of Parties.
Dealer is, and shall at all times remain, an independent contractor. This Agreement does not constitute a partnership or joint venture agreement between Dealer and Adya.
Governing Law/Forum for Disputes.
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Michigan. If not otherwise agreed to, the parties consent to personal jurisdiction and venue in the United States District Court for Western Michigan in Lansing, Michigan and/or the Circuit Court in Lansing, Michigan.
Miscellaneous.
This Agreement sets forth the entire understanding relating to its subject matter and all prior and contemporaneous understandings relating to the same have been merged herein. A waiver of a breach of any term in this Agreement shall not be considered a waiver of a further breach of the same term or a waiver of a breach of any other term. The paragraphs which by their nature should survive termination of this Agreement shall survive any termination of this Agreement. Each of the parties executing this Agreement warrants and represents that they have the requisite authority to execute this Agreement on behalf of the respective parties. Any modification to this Agreement must be made in a signed writing by both parties. This Agreement may be executed via electronic means.
The parties (Adya and Dealer) agree that this shall be a binding agreement upon your acceptance of the terms herein by you submitting your wholesale signup form.