CONTRACT FOR THE USE OF THE SPIRIT CART MOBILE APPLICATION IN THE SALE
AND SUPPLY OF LIQUOR
THIS CONTRACT (the “Contract”) is made and entered into on…………day
of……………Two Thousand and Twenty-One (2021)
BETWEEN;
MARK BROWN, a mobile application developer for the app “The Spirit Cart” (TSC)
which aims to enable store owners sell and supply liquor with ease and convenience,
and whose address is [insert address] of the one part and hereinafter referred to as
“The Developer”
AND
Xxxxxxxxxxxxxxxxx a liquor store owner in the state of Michigan seeking to sell and
supply liquor on the TSC mobile application. The address for this party is ……… and
shall hereafter be referred to as “The Store Owner”.
RECITALS
A. The Developer is the rights holder of the mobile application known as “The
Spirit Cart” and intends to offer the Store Owner a platform to sell and supply
customers with liquor with convenience.
B. The Store Owner will in turn pay for this service in the terms that will be
agreed upon by the parties herein, details which will be included in this
contract for avoidance of doubt.
C. In selling and supplying liquor using the developer’s mobile application, the
Store Owner will also pay due regard to the laws guiding the sale and
distribution of alcohol in the State of Michigan.
D. The Developer will maintain the role of a third party facilitator between the
Store Owner and the customers. Nevertheless, The Developer retains all
intellectual property of the mobile application and the use of the TSC app by
the other parties will not amount to losing such rights whatsoever.
E. The parties have agreed to be bound by the terms of this written contract.
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NOW, THEREFORE, in consideration of the mutual promises, covenants, and
conditions contained herein, the sufficiency of which is hereby acknowledged, IT IS
HEREBY AGREED AS FOLLOWS:
- DEFINITIONS AND INTERPRETATION
1.1. In this Contract, except to the extent expressly provided otherwise:
“Contract” means this Contract, and any amendments to this contract from time
to time;
“Effective Date” means the date of execution of this Contract;
“Intellectual Property Rights” means the Developer’s copyrights and copyright
applications, including any renewals, in any country; trade secrets or any data or
information which provides value or a competitive advantage to the Developer
and/or any privacy, publicity or other personal right of the Developer.
“Proprietary or Confidential Information” includes, without limitation, written
or oral contracts, business methods, business policies, computer retained
information, notes, or financial information among other related documents.
1.2. Any annexures or schedules to this contract shall form an integral part of and
be construed in accordance with this contract.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to
include, as appropriate, its permitted successors, personal representatives or
assigns.
1.4. The headings in this contract are included for convenience only and shall not
affect the interpretation or construction of this contract.
1.5. Words denoting the singular shall include the plural and vice versa.
1.6. Words denoting any gender shall include a reference to each other gender. - TERMS GUIDING THE USE OF The TSC MOBILE APPLICATION
2.1 . As aforementioned, the Developer is the owner and rights holder of The Spirit
Cart mobile application (TSC app), a platform, which he has availed for The
Store Owner to sell and supply the liquor to customers conveniently.
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2.2 . For the use of the TSC platform, the Store Owner will remit payment
equivalent to 8% of each order amount which will be remitted on a monthly
basis or as will be agreed by both parties, paying due regard to convenience and
expense.
2.3 .In conducting business on the Developer’s platform, the Store Owner shall
ensure that they have complied with all legal requirements including not selling
liquor to minors, taking out the necessary licenses among other factors.
2.4 .In the event that there is a dispute between the Store Owner and a customer,
which is not in any way related to the Developer, the Store Owner shall take
responsibility for such dispute. In the event that the Developer is implicated in
such dispute, the Store Owner shall indemnify and hold harmless the Developer
in such an occurrence.
2.5 .In the use of the Developer’s platform, the Store Owner shall not acquire any
intellectual property rights. Such Store Owner’s rights shall be limited to selling
and supplying liquor and receiving money and/or profits from such sales.
2.6 .The Developer shall endeavour to ensure that the TSC app is fully functional
and to resolve any technical hitches that may occur at the earliest opportunity,
and in the event that such a hitch is predictable, to forewarn the Store Owner of
possible inconvenience.
2.7 The Developer shall also collaborate with the Store Owner to ensure that the
TSC app is up to date and that the highest level of efficiency is attained.
Further, the Developer shall also consider the Store Owner’s views on the TSC
app and if realistic, the Developer shall not unreasonably decline to implement
such views.
- CONSIDERATION
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5.1. The Developer’s fee has been agreed at 8% of all order amounts, which amount
shall be paid on a weekly or monthly basis. The parties herein will agree on the
period which is most convenient and cost effective.
5.2. The mode of payment shall be determined by way of bank transfer. The
Developer shall supply the requisite details to the Store Owner to enable ease of
transaction.
- INTELLECTUAL PROPERTY
Nothing in this contract shall enable or permit the Store Owner to any equity or
propriety right, title, exclusive rights or interest in or to any of the Developer’s
Intellectual property.
- CONFIDENTIALITY AND NON-DISCLOSURE
4.1. The Parties shall maintain the confidentiality of all the confidential affairs
and/or information of each other and shall not disclose such information to a
third party without the express consent of that party.
4.2. Each party’s Proprietary or Confidential Information shall remain the sole and
exclusive property of that party. The parties agree that in the event of use or
disclosure by the other party other than as specifically provided for in this
contract, the non-disclosing party may be entitled to equitable relief. - TERM AND TERMINATION
5.1. This contract shall come into force and effect on the Effective Date and shall
remain effective for as long as the Store Owner uses the TSC app to trade or
unless parties otherwise agree to fundamentally alter the terms herein.
5.2. Each party herein shall be at liberty to terminate the contract by giving a
minimum of 30 days’ notice to the other party, while ensuring that there is no
outstanding balance and/or pending responsibilities on the part of the
terminating party.
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- FORCE MAJEURE
6.1. In this Section “Force Majeure” shall mean any event beyond the reasonable
control of the Parties, and which is unavoidable notwithstanding the reasonable
care of the party affected, and shall include but not be limited to war,
insurrection, riot, civil unrest, sabotage, boycott, embargo, explosion, fire,
earthquake, flood, unavoidable accident, epidemic, act of God, action or
inaction of any governmental official or agency (civil or military) and refusal of
any licences or permits, if properly applied for.
6.2. If either Party is prevented from or delayed in performing any of its obligations
under this contract by an event of Force Majeure, then it shall notify the other
in writing of the occurrence of such event and the circumstances thereof within
fourteen (14) days after the occurrence of such event.
6.3. The Party who has given such notice shall be excused from the performance or
punctual performance of its obligations under this contract for so long as the
relevant event of Force Majeure continues and to the extent that such Party’s
performance is prevented or delayed. The occurrence of any event of Force
Majeure affecting either party shall not give rise to any claim for damages or
additional costs and expenses suffered or incurred by reason of Force Majeure. - SEVERABILITY OF PROVISIONS
7.1. If any provision or part-provision of this contract is or becomes invalid,
illegal or unenforceable, it shall be deemed modified to the minimum extent
necessary to make it valid, legal and enforceable. If such modification is not
possible, the relevant provision or part-provision shall be deemed deleted. Any
modification to or deletion of a provision or part-provision under this Clause
shall not affect the validity and enforceability of the rest of this contract.
7.2. If one Party gives notice to the other of the possibility that any provision
or part-provision of this contract is invalid, illegal or unenforceable, the Parties
shall negotiate in good faith to amend such provision so that, as amended, it is
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legal, valid and enforceable, and, to the greatest extent possible, achieves the
intended commercial result of the original provision.
- WAIVER
8.1. Failure by either party to enforce any provision of this contract will not
constitute a waiver or affect its right to require the future performances
thereof, nor will its waiver of any breach of any provision of this contract
constitute a waiver of any subsequent breach or nullify the effectiveness of any
provision.
8.2. No waiver will be binding unless made in writing and signed by the party
making the waiver and specifically stating that it waives a provision of this
Agreement. - GOVERNING LAW AND DISPUTE RESOLUTION
9.1. This Contract shall be governed by and construed in accordance with the laws
and regulations of the United States of America, in particular the State of
Michigan.
9.2. Any dispute arising out of or in connection with this Contract shall be settled
amicably by the parties in good faith by whatever means the parties deem
appropriate. If the parties cannot themselves resolve any such dispute between
them within 30 days from the time the dispute arose, initial resort shall be had
to private conciliation or mediation in a form agreed by the parties. If within
sixty (60) days after the dispute has arisen a satisfactory private conciliation or
mediation process has not been agreed upon by the parties, or if within ninety
(90) days after the dispute has been submitted for private conciliation or
mediation it has not been resolved to the satisfaction of the parties, then the
dispute may be submitted for final and conclusive resolution to the court. - NON-ASSIGNMENT
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Neither this contract nor any rights or obligations hereunder shall be assigned by
either party hereto (other than by operation by law) without the prior written consent
of the owner.
- ENTIRE CONTRACT
11.1. This contract made by the parties herein constitute the entire
understanding and agreement between the Parties and nullifies all other
previous agreements. Further, this contract may not be modified except in a
writing signed by the Parties and expressly referencing this contract.
11.2. This contract may not be amended or modified, except by a written
instrument signed by both parties and identified as an amendment to this
contract.
IN WITNESS WHEREOF, the parties hereto have caused this contract to be executed
in duplicate, each of which shall be considered an original, by themselves/respective
signatory officials thereunto duly authorized as of the day and year first above
written.
Signed by or on behalf of:
MARK BROWN “STORE OWNER”
Signatory’s Full
Name:
Company Name:
E-mail:
Signature:
Company Stamp:
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