Retailer. During the term of this Agreement, except as otherwise permitted -------- under Article 2.6(a) of the License Agreement, Retailer agrees to not engage in the business of creating, developing, operating, advertising and promoting a business-to-consumer e-commerce business on the Internet which directly or indirectly generates in excess of 20% of its revenues from the sale of sporting goods, athletic footwear, athletic apparel and related goods and services ("Restricted Business"), except that if Retailer acquires another business selling sporting goods, athletic footwear and/or athletic apparel and related goods and services either through land based stores or through catalog sales which is engaged in e-commerce business, Retailer can continue to operate the e- commerce business of the acquired business until such time, if ever, that Retailer changes 50% or more of the acquired business's land based stores to stores operating under the name "The Sports Authority" or any variation thereof or changes the catalog name to "the Sports Authority" or any variation thereof. If Retailer desires to engage in any Restricted Business during the term of this Agreement, it shall only do so through XXX.xxx and such business shall be conducted on the terms and conditions set forth in this Agreement.
Retailer. Retailer, at its own cost and expense, shall defend, indemnify -------- and hold harmless XXX.xxx and any of its officers, directors, employees or agents from and against any and all actions, claims, proceedings or lawsuits arising from or related in any way to: (a) any claim that XXX.xxx's use of the Marks as permitted hereunder and under the License Agreement, including use of Retailer's URL and of the name and Xxxx "XxxXxxxxxXxxxxxxxx.xxx" infringes the trademark, service xxxx, trade dress or trade name rights of any third party in the U.S., its territories and possessions, Puerto Rico, or Canada, provided, however, that Retailer shall not bear any duty, obligation or liability pursuant to this Article 15.1 to the extent that, and with respect to which, any use by XXX.xxx of any of the Marks is in a manner not authorized by this Agreement or the License Agreement; or (b) from Retailer's gross negligence or willful or intentional misconduct.
Retailer. Internet Retailer is in the business of retail sales of various products to the general public via the internet within the territory of the United States, including those of similar class and description to Product.
Retailer. The natural person or entity that executes the Agreement and is authorized by MBUSA to sell and service Mercedes-Benz Light Truck Products as defined herein.
Retailer. A trader, other than the organiser, who sells or offers for sale packages combined by an organiser.
Retailer. The corporation, partnership, limited liability company or proprietorship that signs the Retailer Agreement.
Retailer. Retailer hereby agrees to do the following:
2.1 To provide GfK with the Retailer Deliverable as specified in the Delivery Schedule above. No customer information or any other personal information that could be used to identify a Retailer customer will be disclosed to or used by GfK.
2.2 During the Term, as extended by any renewal periods as agreed by the parties in writing, and for a period of six (6) months thereafter, the Retailer agrees that it will not license, provide or otherwise distribute the data specified on the first page to any additional research companies other than GfK for the purpose of aggregating and reporting sales in the tire specialty Channel.
2.3 To pay GfK for the GfK Deliverables according to the payment schedule in the Agreement above.
2.4 To exercise at least the same amount of diligence and efforts to protect and guard the Confidential Information (defined below) of GfK as Retailer exercises with its own confidential and proprietary information, and to avoid divulging, publishing, loaning, reproducing in whole or in part, giving, selling, or permitting any third parties to divulge, publish, loan, reproduce, in whole or in part, give, or sell any Confidential Information. The same principles shall apply, mutatis mutandis, to GfK’s handling of Retailer Confidential Information (defined below).
2.5 To promptly advise GfK in the event Retailer becomes aware of any disclosure of Confidential Information by or to any person or entity, which is not a party to this Agreement, or of any third party offering reports or seeking to collect data of the type Retailer is furnished to GfK if for the purpose of aggregating such data with other retailers and/or reporting the results of such aggregation,
Retailer. Subject to the terms and conditions of this Agreement (including without limitation Retailer’s payment obligations); Retailer shall use commercially reasonable efforts to perform its duties set forth in Exhibit A. Retailer shall also provide administrative service, office, including but not limited to space, personnel, and other property and services required by Blackhawk in the performance of its business. Such property and services shall include:
(a) office space in Retailer’s offices, including utilities, telephones, and data transmission services and certain other services as to which the parties may agree from time to time hereunder;
(b) Retailer personnel to perform certain administrative functions of Blackhawk, including but not limited to accounting, recordkeeping, data processing, management, personnel, legal, and other functions of Blackhawk;
(c) reimbursement of direct expenses incurred by Blackhawk (excluding the cost of Cards which are owned by Blackhawk, but including merchandising and advertising which benefit Retailer);
(d) any other property, services or personnel that Blackhawk reasonably requests.
Retailer. The Retailer represents and warrants that:
9.2.1 it shall comply with all applicable laws and shall not cause Fruugo to be in breach of any applicable laws and shall not infringe the rights (including Intellectual Property Rights) of any third party in its performance of this Agreement;
9.2.2 it shall comply with its obligations under this Agreement, the Fruugo Terms of Use and the Fruugo Policies;
9.2.3 it shall perform all of its obligations under this Agreement (including to Customers) with reasonable care and skill and in accordance with best industry practice; and
9.2.4 by listing a Product for sale on the Fruugo Platform:
(a) it owns the Product or is authorised by the owner to list the Product on the Fruugo Platform, the Product is in stock and available for prompt delivery, is new, original and authentic and has not been illegally replicated, reproduced or manufactured;
(b) it is able to transfer good title to the Product free from any third-party claims, liens or encumbrances;
(c) the Product Pages (including any Retailer Content and the Product classification) are accurate, current and complete and is not misleading or otherwise deceptive in any way;
(d) it shall despatch Orders promptly and in any event within the later of: (i) 24 hours from the time the Customer places the Order; and (ii) the lead time, if a lead time is specified by the Retailer when the Customer places the Order (the “Expected Despatch Date”); and
(e) the Product and the Retailer Content comply with all applicable laws including the laws of all countries in which the Product is made available via the Fruugo Platform, the country in which the Customer resides and any other relevant country (including the country where the Product is manufactured), including any prohibitions on sale, distribution or offering for sale of specific products, customs procedures, taxation, Intrastat, Intellectual Property Rights, parallel importation, copyright levies, export controls, CE marketing and any other relevant EU marks and labels, environment including the Electrical and Electronic Equipment Act in Germany, health and safety legislation and product compliance legislation.
9.2.5 it shall not list any Products on the Fruugo Platform and shall immediately remove any such Products from sale which are or subsequently become:
(a) considered by any local regulator or government body to be dangerous, harmful or hazardous, including all those listed as such on RAPEX, Safety Gate or similar; or
(b)...
Retailer. (1) RETAILER shall not use the name, trademark or logo of JEWELERS FOR CHILDREN in this promotion in any way that implies a guaranteed warranty or endorsement of any product or service by JEWELERS FOR CHILDREN.
(2) RETAILER shall be solely responsible for all marketing efforts, and shall hold JEWELERS FOR CHILDREN harmless from all costs.
(3) RETAILER is responsible for executing a co-venture agreement with each manufacturer/supplier participating in the program that RETAILER has agreed to work with. RETAILER further agrees to provide each manufacturer/supplier who signs a co-venture agreement with RETAILER a full accounting of items sold and the sales price during the time period by April 30, 2012.
