Dot Marketing Program Terms and Conditions
 
These Terms and Conditions (“Terms and Conditions”) apply to the Dot Marketing Services Program (“Dot Marketing Program”) provided by Dot Foods, Inc. or any of its subsidiaries and affiliates (“Dot”) for a supplier of Dot (“Supplier”) to market Supplier’s products (“Products”) sold by Dot to Dot’s customers.

 

  1. PROGRAM SIGN-UP. In order to join the Dot Marketing Program, Supplier shall submit a registration application, found via link on any of Dot’s websites (collectively the “Sites”).
 
  1. TERM & TERMINATION. The term shall begin at any time in which Supplier is accepted by Dot into the Dot Marketing Program and shall continue for the term or time period as provided in the package or service purchased. Either Party may terminate the relationship at any time with or without cause, with such termination to be effective upon satisfaction of all payment to Dot and the sale of all Dot’s inventory of Products or repurchase by Supplier.
 
  1. SUBMISSIONS. In submitting Product images, content, graphics, or other Product information, Supplier hereby grants Dot a royalty-free license to use such submissions, along with Supplier’s name, trademarks and servicemarks (if applicable) and other business intellectual property (collectively “Marketing Submissions”) to advertise, promote, market, demonstrate and offer to sell and sell the Products. Such license includes the consent to modify such submissions as necessary and recommended by the Dot marketing team in collaboration with Supplier. This license will continue in perpetuity, unless either party terminates it by giving the other party thirty days' prior written notice. In the event of a termination, the license will continue until Dot is able to sell through Dot’s remaining inventory or Supplier repurchases Dot’s remaining inventory in Supplier’s products. Supplier will retain all intellectual property rights Supplier may have in Marketing Submissions. Subject to those rights, Dot will be the exclusive owner of any permitted modifications that it may create
 
  1. ACCEPTABLE USE. Supplier agrees not to use the Dot Marketing Program or the Sites for any unlawful purpose, any purpose prohibited under these Terms and Conditions, or in any way that could damage our Sites, products, services, or Dot’s general business and reputation.
 
  1. SUPPLIER REPRESENTATIONS AND WARRANTIES. Supplier represents and warrants that: (i) Supplier has all sufficient rights and permissions to participate in the Dot Marketing Program and to grant to Dot the right to use Marketing Submissions in sales and marketing efforts, and (ii) Supplier participation in this Dot Marketing Program will not conflict with any of Supplier existing agreements or arrangements.
 
  1. INDEMNIFICATION. Supplier agrees to defend and indemnify Dot and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to Supplier’s use or misuse of the Dot Marketing Program, Supplier’s breach of these Terms and Conditions, or Supplier conduct or actions.
 
  1. LIMITATION ON LIABILITY. Dot shall not be liable for any damages that may occur to Supplier as a result of Supplier participation in Dot Marketing Program, to the fullest extent permitted by law. Dot expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. Under no circumstances shall Dot be liable for Supplier lost profits or revenues, data loss, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
 
  1. GOVERNING LAW; JURISDICTION. This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of Illinois. Any dispute arising under or related in any way to this Agreement shall be adjudicated exclusively in the state courts located in Sangamon County, Illinois.
 
  1. RELATIONSHIP OF THE PARTIES. Nothing contained within these Terms and Conditions shall be construed to form any exclusive relationship, partnership, joint venture, agency, franchise, or employment relationship.
 
  1. ELECTRONIC ACCEPTANCE. These Terms and Conditions are an electronic contract that sets out the legally binding terms of Supplier participation in the Dot Marketing Program. Supplier indicates acceptance of these Terms and Conditions by completing the Dot Marketing Program registration application process. This action creates an electronic signature that has the same legal force and effect as a handwritten signature.