SHOPIFY E-COMMERCE STORE MANAGEMENT SERVICES AGRE
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EMENT
BETWEEN
EMARKETING MIND, LLC (AGENT)
AND
______________________________ (OWNER)
__________________________________________________________________________
THIS AGREEMENT is made on the _________ day of _______________20____, (hereinafter,
“Effective Date”) entered into by Agent of at 2930 W 30th St, 10E4, Brooklyn N.Y. 11224
address, and Owner of _______________________________________________address to
allow for Agent to provide management services to Owner for an Shopify e-commerce store
(hereinafter also referred to as “Store") refers established by Owner. Agent and Owner are
collectively referred to as the “Parties” or individually as the “Party” and includes that Party’s
successors and assigns.
In consideration of covenants and agreements contained in this agreement, and other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the
following terms and conditions and to be bound thereby:
1) GENERAL TERMS
The term "Company" refers to any legal business entity (other than a sole proprietorship)
that the owner of the firm lawfully forms under his or her jurisdiction and that owner
alone owns and manages.
"Shopify Terms and Conditions" refers to the rules that Shopify Inc. has published and
established for the management and operation of the Store.
The term "Configuration Period" refers to the roughly four (4) to eight (8) week period
following the execution of this Agreement, during which Owner and Agent will
collaborate to construct and develop Owner’s Store.
A person who buys a Product from the Owner’s Store is referred to as a "Consumer."
"Customer Support Team" refers to any employees or subcontractors of the agent who
the agent deems necessary and appropriate to provide management services.
Gross Sales" refers to the sum of all sales recorded for the calendar month, excluding any
deductions from the total.
The payment of Six Thousand Five Hundred Dollars ($6,500 USD) by Owner to Agent
due upon completion of this Agreement shall be referred to as the "Initial Payment."
The term "Maintenance Fee" refers to the monthly fee of sixty percent (60%) of the Net
Profit of the Store (calculated based on the Net Profit of the Store for the preceding
calendar month) or one hundred dollars ($100), whichever is greater, to be paid by Owner
to Agent on the first day of each month after the Initial Payment.
"Net Profit" is defined as the Owner’s Store’s Gross Sales minus Product Cost, Product
Returns, Shopify Fees, Third Party Fees, and Sales Discounts.
The items that are advertised and offered for sale on the Owner’s Store are referred to as
"Products."
"Product Capital" refers to the Company’s available money, which must always include at
least Twenty Thousand Dollars ($20,000) in cash or credit that is held by Owner.
"Ramp Up Time" refers to the predicted six to nine month period following the
Configuration Period.
"Tax" refers to any and all federal, state, or local income, sales, or other taxes mandated
by US law, as well as any state or tax jurisdiction where Products are sold.
2) DURATION
(A) This Agreement shall enter into force on the Effective Date and remain in full force for a
period of two (2) years (the "Initial Term"), and may be renewed for further one-year periods as
indicated below.
(B) The Owner may extend the duration of this Agreement by one (1) year increments (each a
"Renewal Term") by paying the Agent the sum of Two Thousand Five Hundred Dollars ($2,500
USD) (each a "Renewal Payment"). If the Store fails to generate a Net Profit of at least One
Dollar ($1.00) during one (1) year of the Effective Date of this Agreement, the Agent may, at its
sole and absolute discretion, waive the first Renewal Payment. Regardless of the above, any
additional Renewal Payment(s) will be charged and paid for by the Owner, regardless of any Net
Profit earned.
(C) This Agreement shall be deemed to have terminated upon the occurrence of any of the
following: (a) If Owner chooses to terminate this Agreement during the Initial Term or any
Renewal Term, by providing thirty (30) days advance written notice to Agent; (b) in the event of
a Cause Termination; (ii) upon the expiration of the Initial Term or any Renewal Term, wherein
Owner does not make a Renewal Payment; (iii) upon the conclusion of the fourth Renewal Term,
the Parties may renegotiate the terms of this Agreement and enter into a new legally binding
contract. Upon expiration or termination of this Agreement, all Agent’s responsibilities will
immediately expire.
3) COMPENSATION
(A) At the beginning of the Initial Term, the Owner shall wire or ACH a one-time, non-
refundable Initial Payment of $6,500 USD to the Agent’s specified account. After that, for each
Renewal Term, the Owner must pay the Agent an additional sum of Two Thousand Five
Hundred Dollars ($2,500 USD) via wire transfer, cash app, or ACH transfer to the account
designated by the Agent, unless the Agent (at the Agent’s sole and absolute discretion) waives
payment in accordance with Section 2’s terms and restrictions (B).
(B) Owner shall pay Agent the Maintenance Fee for Agent’s continued time and services each
calendar month of the Initial Term and of any Renewal Terms afterwards, which shall equal sixty
percent (60%) of Net Profit for the preceding month or one hundred dollars ($100), whichever is
greater.
(C) Owner is obligated to continue paying the Maintenance Fee so long as Agent is performing
management tasks in accordance with the conditions of this Agreement.
(D) The Maintenance Fee shall be determined solely by reference to the Store’s Net Profit as
stated herein, and any delinquent payments from Shopify and third parties for the Products shall
not result in a reduction of the Maintenance Fee.
(E) The Agent shall charge the Owner monthly for the Maintenance Fee, and the Owner will
have 72 hours from the date of the bill to transmit payment in line with the provisions of the bill.
(F) If any amount due is not paid within this time limit, the Agent reserves the right to suspend
management services until the full amount is collected.
(G) The Owner must hire a third-party bookkeeper and/or other professional in order to handle
their own finances and earnings. In addition, the Owner must establish a QuickBooks online
account with Intuit Inc., a self-employed accounting software, and furnish the Agent with the
account’s login details.
4) OWNER’S RESPONSIBILITIES
(A) Before the Agent may begin performing any obligations under this Agreement, the Owner
must provide the Agent with formation paperwork for the Owner’s company. Owner shall retain
and hold all rights and ownership interests in the Company for the length of this Agreement, and
shall have sole management responsibility for the Company. Owner acknowledges, by signing
this Agreement, that Agent has not provided any information or advice regarding the
establishment, administration, or any other element of such a company. Agent provides no
suggestions or contributions regarding this business. This document should not be construed as
legal, tax, or investment advice, and the Owner remains solely responsible for decisions in this
regard.
(B) Owner shall make available and maintain the Product Capital with the Agent and/or the Store
via Shopify, and the Company shall maintain a banking account and/or credit card on file with a
Third Party Drop-Shipping company, including but not limited to Amazon, Walmart, Sam’s
Club, and Etsy, for the purchase of the Products offered through the Owner’s Store.
(C) Owner acknowledges and accepts that Product Capital is necessary for the Store’s daily
operations, and further acknowledges and agrees that: i. Because Product Capital will be reduced
before Owner is paid for sales of the Product, and because Shopify and other third-party channels
typically withhold payment for Products for two (2) weeks after a Product has been sold, Owner
must always maintain Product Capital; ii. If the Product Capital on file as of the Effective Date is
less than the Product Capital on file as of the Effective Date
(D) Owner understands and agrees to maintain independent accounting of the Store’s
performance and further understands and agrees that: i. At least monthly, Owner shall log into
the Shopify platform to download and record any and all of the Store’s accounting data; ii. If
Owner has any questions or concerns about the Store’s performance, Owner shall immediately
contact Agent in writing and provide all accounting data maintained by Owner relating to the
Store’s performance; and iii.
(E) Owner understands and agrees that Owner shall be solely responsible for the Owner’s, Store’s
and/or Company’s Taxes, and further understands and agrees that: i. Agent is neither an
accountant nor a tax expert, and does not provide tax reporting or tax management services of
any kind; ii. Owner is solely responsible for determining if Owner, Store, or Company are,
individually or collectively, responsible for collecting and remitting any Taxes, and
(F) The Shopify Terms and Conditions always apply to the Owner and their store. Regarding the
conformity of this Agreement with the Shopify Terms and Conditions, Agent makes no
representations or warranties. Owner expressly acknowledges and understands that Shopify and
other third-party selling channels may suspend accounts occasionally, with or without cause, and
for a number of reasons, some of which may not be obvious or justifiable. In addition, Owner
understands and accepts that as the owner of a Shopify store, Owner is obligated by the Shopify
Policies and the Shopify Seller Code of Conduct, and must abide by them. Agent shall not be
accountable and/or liable for any breaches of Shopify’s terms and policies in place from time to
time if such a breach was unintentional, even if Agent was negligent.
(G) Owner acknowledges unequivocally that Owner has read, recognized, and fully
comprehended the Shopify Terms and Conditions, and that Owner is solely responsible for
staying up-to-date on any modifications. Agent is not required to advise the Owner of any
relevant developments.
5) AGENT’S RESPONSIBILITIES
(A) During the length of this Agreement, Agent shall have the exclusive right to conduct
management services for Owner’s Store, and Owner shall cooperate with Agent to make this
feasible.
(B) Product listing – Agent will assist Owner with product research, evaluation, selection, and
posting.
(C) Store Implementation – Agent assembles teams of specialists in several e-commerce
industries to assist Owner in establishing and maintaining Owner’s Store.
These groups will assist the store owner in configuring the storefront, establishing the necessary
relationships with suppliers, and implementing the front- and back-end systems required for the
store’s implementation.
(D) Customer Support – Agent should create and provide a Customer Support Team to assist
Owner in responding to Customer phone and/or email questions, and shall use their best
judgment to react to all Customer inquiries, process Product Returns, and address Billing Issues.
(E) Ongoing Account Management – Agent oversees Owner’s Stores and their performance, and
provides Owner with online tools to monitor Store performance.
(F) Suspension Appeals – If Shopify suspends Owner’s Store based solely on an alleged violation
of Shopify Terms and Conditions, and so long as Owner has paid all amounts due and owing to
Agent pursuant to this Agreement, including but not limited to monthly Maintenance Fees,
Agent shall provide suspension appeal services at Agent’s sole expense in an attempt to have
such suspension lifted (the "Appeal Services"). These Appeal Services may include sending one
or more written appeals to Shopify until the Store is unlocked (up to a maximum of five appeals),
continuously and repeatedly contacting Shopify via telephone, utilizing back doors and private
channels to more effectively communicate with Shopify and its third party applications, sending
a Release Funds request letter ninety (90) days after the beginning of the suspension period if
funds are being withheld, and providing updates at least once per week. Moreover, if Owner
meets Walmart’s criteria for additional selling account(s), Agent agrees to offer management
services for one (1) other store (to be specified by Owner) until the original Store is reinstated
from suspension. Owner must then choose which of Owner’s then-active Shopify or Walmart
stores will continue to receive management services; Agent will cease providing management
services to Owner’s other business until Owner pays the corresponding Initial Fee and agrees to
pay monthly maintenance costs for both stores.
6) NON-DISPARAGEMENT REMARKS
Owner acknowledges and agrees that, in order to promote professionalism and protect Agent’s
confidential information, the Owner will not disparage, insult, or criticize Agent in any public or
private forum, including, but not limited to, social media channels, regardless of whether such
statement or information would constitute libel or slander and regardless of whether such
statement could be deemed factually correct or not.
7) CONFIDENTIALITY
All non-public, confidential, or proprietary information of a Party (Disclosing Party), whether
disclosed orally or disclosed or accessed in written, electronic or other form or media, and
whether or not marked, designated or otherwise identified as “confidential” in connection with
this Contract is confidential, solely for the use of performing this Contract and may not be
disclosed or copied unless authorized in advance by the Disclosing Party in writing. Upon the
Disclosing Party’s request, the other Party (Recipient Party) shall promptly return all documents
and other confidential materials received from Disclosing Party. Disclosing Party shall be
entitled to injunctive relief for any violation of this Section. This Section does not apply to
information that is: (a) in the public domain; (b) known to Recipient Party at the time of
disclosure, or (c) rightfully obtained by Recipient Party on a non-confidential basis from a third
party. Specifically, and without limiting the generality of the aforementioned, owner shall
maintain the confidentiality of all information pertaining to Agent’s commercial activities,
financial issues, and labor practices.
8) INTELLECTUAL PROPERTY
Owner’s Store is a hosted service on the Shopify platform; it is an independent product that may
be added, uninstalled, or relocated to another location or platform. Agent makes no claim of
ownership or title over the Store, its trade name or logo, or any other intellectual property owned
or controlled by Owner and/or Shopify. In addition, Owner does not own or control the platform
utilized by Agent, the agents or employees hired by Agent, the firm known as eMarketing Mind
LLC, or any future corporation controlled by Agent, including any organization delivering
services pursuant to this Agreement.
9) NON-COMPETITION
For the Term of this Agreement plus two (2) years after its termination, which Owner agrees is
reasonable in time and scope, Owner will not establish or attempt to establish any Shopify store
that competes with the Store that Agent shall manage for Owner, including but not limited to
selling the same or substantially similar Products, or utilizing the Store trade name or trade dress,
anywhere in the United States. For the duration of this Agreement plus two (2) years, which
Owner agrees is a reasonable time and scope restriction, Owner will not provide identical or
substantially similar services to third parties, including the ability or willingness to establish
Shopify stores, services, or sales channels anywhere in the United States. Owner acknowledges
that the breadth of the non-competition throughout the entire United States is appropriate, given
that the services offered pursuant to this Agreement include the delivery of Products throughout
the entire country.
10) LONG-TERM BUSINESS INVESTMENT
Owner understands and agrees that the Store is a long-term investment and that Owner’s Net
Profit may not be earned by the performance of the Store during the Ramp Up Period. Owner is
aware that it may take longer for the Store to get traction in the Shopify ecosystem in terms of
search visibility and account integrity following the Configuration Period and throughout the
Ramp Up Period. Owner knows that there is no linear path to business success, and Agent
makes no representations in this regard. Owner agrees to work closely with the Agent to make
any necessary modifications to the Store in order to maximize the Store’s potential. Owner
recognizes and accepts the possibility that the Store’s long-term profitability may differ from that
demonstrated during the Ramp Up Period. Owner is aware that the Ramp Up Period and
Configuration Period may go as long as one year (or longer). Owner is aware and accepts that
the (in)availability of Product Capital frequently, but not always, causes the Ramp Up Period to
be extended.
11) BUSINESS RISK
Owner hereby acknowledges and agrees that the e-commerce sector is susceptible to a variety of
business risks, including but not limited to: (A) A shifting legal landscape where new or altered
regulations may be implemented that have an impact on the marketability of Shopify and third
party products; (B) Macroeconomic shifts that have an impact on consumer spending, the onset
of recessions, and similar phenomena; (C) Changes in the popularity of Shopify and third party
products; and (E) The ability to package, distribute, and/or ship Shopify products, as well as their
costs, may be affected by changes in international politics or economics, among other factors; (F)
Market dynamics, such as increased and/or shifting levels of competition from other retailers for
a specific product; (G) Any Shopify store’s performance may be affected by unanticipated
circumstances, force majeure, and other external factors.
Owner agrees that he alone is responsible for these risks and not the Agent. The Owner clearly
acknowledges and agrees that there are no guarantees regarding the profitability of the Store at
any time and that the Owner or Company may incur a total loss of investment. Prior to entering
into this Agreement, Owner must consult with Owner’s legal, business, financial, and/or
accounting experts and/or specialists and invest only money that Owner can afford to lose.
Owner acknowledges and accepts that Agent has advised Owner not to take out additional loans
or engage in any other kind of financial overextension in order to pay the Initial Fee and/or any
Renewal Fee.
12) DISCLAIMER OF SUCCESS
ANY AND ALL CLAIMS OR REPRESENTATIONS REGARDING INCOME EARNINGS
BY AGENT ARE EXCEPTIONAL RESULTS AND ARE NOT TO BE CONSIDERED
TYPICAL. OWNER ADMITS AND ACKNOWLEDGES THAT INDIVIDUAL RESULTS
MAY VARY.
THERE IS NO GUARANTEE THAT THE OWNER WILL EARN MONEY FROM THE
AGENT CONTRACT. EXAMPLES OF PAST SUCCESS SHOULD NOT BE CONSIDERED
A PROMISE OR GUARANTEE OF FUTURE PROFITS. EARNING POTENTIAL IS
TOTALLY DEPENDENT ON NUMEROUS MARKET FACTORS, IDEAS AND
TECHNIQUES, AND MARKET CONDITIONS. AGENCY DOES NOT SELL A BUSINESS
OPPORTUNITY OR SIMILAR CLAIMS PURSUANT TO THIS AGREEMENT AS A "GET
RICH SCHEME," GUARANTEED SYSTEM, FRANCHISE SYSTEM, OR BUSINESS IN A
BOX. ANY CLAIMS MADE OF ACTUAL EARNINGS OR EXAMPLES OF ACTUAL
RESULTS CAN BE VERIFIED UPON REQUEST.
OWNER’S LEVEL OF SUCCESS IN ATTAINING THE RESULTS CLAIMED IN AGENT’S
MATERIALS DEPENDS ON THE TIME OWNER DEVOTES TO THE PROGRAM, IDEAS
AND TECHNIQUES MENTIONED, OWNER’S FINANCES, KNOWLEDGE, MARKET
CONDITIONS AND VARIOUS SKILLS. DUE TO THE VARIABILITY OF THESE
FACTORS, THE AGENT CANNOT GUARANTEE THE SUCCESS OR INCOME LEVEL OF
THE BUSINESS OWNER. NOR IS AGENT RESPONSIBLE FOR ANY OF OWNER’S
ACTIONS. PRIOR SUCCESSES OR PAST RESULTS WITH REGARD TO INCOME
EARNINGS CAN IN NO WAY BE USED AS AN INDICATOR OF FUTURE SUCCESS OR
RESULTS. MAKING DECISIONS BASED ON ANY INFORMATION PRESENTED IN
AGENT’S PRODUCTS, SERVICES OR WEBSITE SHOULD BE DONE ONLY WITH THE
KNOWLEDGE THAT OWNER COULD EXPERIENCE SIGNIFICANT LOSSES. NOT
PROVIDED: TAX, ACCOUNTING, FINANCIAL, OR LEGAL ADVICE. OWNER AGREES
TO SEEK ADVICE ON THESE ISSUES FROM ITS OWN ACCOUNTANT, ATTORNEY,
AND FINANCIAL ADVISOR.
13) LIMITATION OF LIABILITY
EXCEPT WHERE PROHIBITED BY LAW OR OTHERWISE INAPPLICABLE, IN NO
EVENT SHALL AGENT OR ANY OF AGENT’S DIRECTORS, OFFICERS, EMPLOYEES,
SHAREHOLDERS, LICENSORS, INDEPENDENT CONTRACTORS, SUBCONTRACTORS,
SUPPLIERS, AFFILIATES, PARENT COMPANIES, SUBSIDIARIES,
TELECOMMUNICATIONS PROVIDERS, ATTORNEYS, AND/OR AGENTS BE LIABLE
FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
OTHER DAMAGES, FEES, COSTS, OR CLAIMS ARISING OUT OF OR IN CONNECTION
WITH ANY TRANSACTION. THIS COVERS ALL INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, CONSEQUENTIAL, AND OTHER DAMAGES, AS WELL AS ANY LOSS OF
USE, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF SAVINGS,
COST OF OBTAINING SUBSTITUTE SERVICES, AND OTHERS. THIS HOLDS TRUE
REGARDLESS OF HOW DAMAGES ARE ALLEGEDLY CAUSED AND REGARDLESS
OF THE APPLICABLE LEGAL THEORY, SUCH AS BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHER
LEGAL THEORY. AGENTS’ TOTAL LIABILITY TO OWNER SHALL IN NO EVENT
EXCEED ONE THOUSAND DOLLARS ($1,000.00).
14) DISCLAIMER
THE AGENT’S SERVICES ARE PROVIDED "AS IS," WITH ALL OF ITS FLAWS, AND
WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, INCLUDING,
WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER RIGHTS. TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE AGENT DISCLAIM ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE AND NON-INFRINGEMENT AND THE ABSENCE OR INACCURACIES IN
INFORMATIONAL CONTENT. THE AGENT DOES NOT REPRESENT OR WARRANT
THAT THE SERVICE, THE FUNCTIONS CONTAINED IN THE SERVICE, OR ANYTHING
PROVIDED BY THE AGENT WILL BE UNINTERRUPTED, SECURE, TIMELY OR
ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, WILL BE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS OR THAT THE OWNER’S REQUIREMENTS
WILL BE MET OR SATISFIED.
INCLUDING BUT NOT LIMITED TO REPRESENTATIONS BY THIRD PARTY SERVICE
PROVIDERS, OWNER MAY NOT RELY ON ANY REPRESENTATION OR WARRANTY
RELATING TO AGENT’S SERVICES MADE BY ANY THIRD PARTY IN
CONTRAVENTION OF THE FOREGOING STATEMENTS. OWNER ACKNOWLEDGES
AND AGREES THAT AGENT WILL ASSUME NO RISK AT ALL IN CONNECTION WITH
THE SALE OF GOODS OR SERVICES. AGENT MAKES NO REPRESENTATION OR
WARRANTY ON THE PARTICULAR PROFITABILITY OF THE OWNER’S STORE, AND
THE OWNER FURTHER RECOGNIZES THAT ANY INFORMATION OR
DEMONSTRATIONS PROVIDED TO THE OWNER BY AN AGENT RELATING TO THE
PROFITABILITY OF ANY THIRD PARTIES SHALL BE DEMONSTRATIVE IN NATURE
ONLY.
15) DISPUTES
OWNER AGREES THAT IT HAS READ THIS ARBITRATION PROVISION CAREFULLY
IN ORDER TO COMPREHEND ITS RIGHTS. EXCEPT WHERE PROHIBITED BY LAW,
OWNER AGREES THAT ANY FUTURE CLAIMS ARISING OUT OF THIS AGREEMENT
MUST BE RESOLVED THROUGH FINAL AND BINDING CONFIDENTIAL
ARBITRATION. OWNER ACKNOWLEDGES AND CONSENTS TO WAIVING THE
RIGHT TO A JURY TRIAL. THE RIGHTS THAT OWNER WOULD HAVE IN COURT,
SUCH AS THE RIGHT TO DISCOVERY AND THE RIGHT OF APPEAL, MAY BE
LIMITED OR MAY NOT EXIST. OWNER ACKNOWLEDGES THAT IT MAY ONLY
BRING A CLAIM IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF (LEAD
OR OTHERWISE) OR CLASS MEMBER IN ANY POTENTIAL CLASS OR
REPRESENTATIVE PROCEEDING.
OWNER AGREES ADDITIONALLY THAT THE ARBITRATOR MAY NOT
CONSOLIDATE PROCEEDINGS OR CLAIMS OR OTHERWISE PRESIDE OVER ANY
FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
Owner agrees to contact the Agent at promasterlight@gmail.com to pursue an informal
resolution in the event of a complaint, dispute, or problem. Owner acknowledges and accepts
that posting a customer support ticket or otherwise contacting Agent during normal business
hours (such as via Freshdesk) does not suffice to alert Agent of the existence of a complaint,
disagreement, or controversy within the meaning of this Section. Any grievance, dispute, or
controversy arising out of or relating to the use of the Services, Applications, Websites, or
anything else covered by this Agreement, any content, services, or materials, or Owner’s
relationship with Agent shall be resolved by binding, confidential arbitration administered by the
American Arbitration Association. This arbitration will occur within 120 days of the day the
Agent initially received notification of the claim. Unless both parties agree to conduct the
arbitration by telephone or written submissions, the arbitration will be conducted in English by a
single neutral arbitrator in Brooklyn, New York.
If the parties cannot reach an agreement, the arbitrator will be selected in accordance with AAA
regulations. The arbiter will be selected by agreement between the parties. The arbitration shall
be conducted in accordance with the Commercial Arbitration Rules and Procedures in place at
the time the demand for arbitration was submitted. You can receive the AAA Rules by calling 1-
800-778-7879 or visiting www.adr.org. The arbitrator must resolve any disputes about the
interpretation, construction, legality, applicability, or enforceability of this Agreement, the
Agent’s Provisions and Conditions of Use, the Privacy Policy, this Arbitration Provision, and any
other terms referenced in this Agreement. Arbitrator has sole and exclusive authority to
determine arbitrability of any dispute. The arbitrator shall have the sole and exclusive authority
to determine whether this arbitration agreement can be enforced against a non-signatory and
whether a non-signatory can utilize this provision against either you or us.
All filing, administrative, and arbitrator fees shall be paid according to the AAA’s rules. All
additional fees, costs, and expenses, such as those for attorneys, experts, documents, and
witnesses, must be paid separately by each Party. The arbitrator must adhere to New York’s
substantive law, irrespective of any conflict of laws regulations. In line with the Federal
Arbitration Act, 9 U.S.C. 1-16, as amended, every decision must be documented in a confidential
written opinion and must be final. Any court having subject matter jurisdiction may enter a
judgment based on the arbitrator’s decision.
OWNER IS AWARE THAT SHE WOULD HAVE HAD THE RIGHT TO FILE A COURT
ACTION, HAVE A JUDGE OR JURY DECIDE HER CASE, AND PARTICIPATE IN A
CLASS OR REPRESENTATIVE ACTION. NONETHELESS, THE OWNER
UNDERSTANDS AND AGREES THAT ANY DISPUTES WILL BE RESOLVED
INDIVIDUALLY, EXCLUSIVELY, AND IN ACCORDANCE WITH THIS ARBITRATION
PROVISION.
16) AGENT’S ADDITIONAL REMEDIES
In the event that Owner violates or threatens to violate the terms of this Agreement or infringes
upon or threatens to infringe upon the intellectual property of Agent or a third party, Agent shall
be entitled to ask a federal or state court of competent jurisdiction located in Brooklyn, New
York for a temporary restraining order as well as preliminary and permanent injunctions or other
equitable relief. Nothing in this Agreement shall be construed to limit Agent’s ability to pursue
any other legal remedies, including monetary damages against Owner, that may be available to
Agent for such breach, threatened breach, infringement, or threatened infringement. Owner
hereby waives all objections to the personal jurisdiction of, and the venue in, the courts located
in Brooklyn, New York, and irrevocably submits to the personal jurisdiction of, those courts for
all such claims.
17) INDEMNIFICATION
To the fullest extent permitted by law, Owner agrees to defend, indemnify, and hold Agent, and
Agent’s directors, officers, employees, shareholders, licensors, independent contractors,
subcontractors, suppliers, affiliates, parent companies, subsidiaries, and agents harmless from
and against any and all claims, actions, loss, liabilities, damages, expenses, demands, and costs
of any kind, including but not limited to attorneys’ fees and costs arising herein.
18) MISCELLENEAOUS
For this Agreement, "Force Majeure" means an event which a diligent party could not have
reasonably avoided in the circumstances, which is beyond the control of a party and includes, but
is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather
conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other
action by government agencies. A Party’s failure to fulfill its obligations due to Force Majeure
shall not be considered a breach of this Agreement, provided that the Party has taken all
reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry
out the terms of this Agreement. The payment of a fee for services is a responsibility shared by
the Parties to this Agreement. Nothing other than the relationship outlined in this Agreement is
being thought about or planned. This is not to be viewed as a partnership or joint venture.
Neither party shall be held to a higher standard than the other party in the interpretation or
enforcement of this Contract as a whole or any portion hereof based on drafting responsibility.
Either Party may request changes to the agreement, but they will only be effective if agreed in
writing, and signed by all Parties. The Agent may alter this Agreement in order to comply with
any new applicable laws or regulations. The Owner will then have 30 days to decide whether to
accept the changes sent to them electronically. If Owner either affirmatively rejects or does not
affirmatively accept said changes within such period of time, this Agreement will be deemed to
have been terminated and Agent will have no further duties to Owner. Owner shall not transfer
or assign this agreement without Agent’s consent. However, Agent may transfer or assign this
agreement or subcontract its obligations hereunder at any time without Owner’s consent.
Except where otherwise provided, failure by Agent to enforce any of these terms or conditions
shall not be a waiver of their right to enforce them. No waiver by the Agent of any breach of, or
of compliance with, any condition or provision of this Agreement by Owner shall be considered
a waiver of any other condition or provision or of the same condition or provision at another
time. This agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which taken together shall constitute one instrument. This
agreement constitutes the entire agreement between the parties. It supersedes all prior oral or
written agreements or understandings between the Parties concerning the subject matter of this
agreement. All documents annexed to this agreement shall be subject to the terms under this
agreement, provided that the Parties append their signatures on the documents. The Parties will
exercise utmost good faith in this agreement. The article and section headings in this agreement
are for convenience; they form in no part of this agreement and shall not affect its interpretation.
Every notice must be delivered electronically to the email address each Party has given the other.
Each and every notice to the agent must be made to promasterlight@gmail.com, with a written
copy being delivered to eMarketing Mind LLC, 2930 W 30th St, Unit 10E4, Brooklyn, New
York 11224. With a documented copy provided to ______________________________, all
notices to the Owner must be made to the following email address (mailing address).
Such written notice shall be deemed given three (3) days after mailing or delivery by certified or
registered mail, commercial carrier, or private delivery service, whichever occurs first: I in-
person hand delivery, (ii) successful email delivery, or (iii) three (3) days after the date the notice
is placed in transit.
This Agreement shall be governed in all respects by the laws of New York, and its Courts
without regard to its conflict of law provisions. Owner expressly concurs with and admits that:
Owner has read this Agreement carefully and is familiar with all of its provisions. By this
Agreement, Owner acknowledges that before to signing this Agreement, Owner should seek
legal counsel of Owner’s choosing, and Owner has sought such counsel as Owner considered
necessary; and the minimum monthly maintenance cost, the arbitration provision, and the
liability limitation are only a few of the terms and conditions that Owner consciously, freely, and
voluntarily agrees to. Any contracts will remain in effect even if the Store changes hands
entirely or in part because it will still be the same Store. The contracts are transferred as part of
the sale if, on the other hand, the Owner sells the Store (which is an asset of the business that it
can sell like a car or a building). Owner is not allowed to record this Agreement in any official
office’s public records. This Agreement will end immediately and the Agent will be entitled to
any legal and equitable remedies available to it if the Owner documents this Agreement, at the
Agent’s option. Owner attests that it has read this Agreement carefully and is aware that neither
Agent nor any of its agents make any guarantees or assurances about the sales or money that
Owner may generate. This Agreement is in effect as of the Effective Date set forth above.
Signed by the AGENT
Signature:
Name: Yaroslav Didenko,
Date: …………………………………………….
Signed by the OWNER
Signature:
Name: …………………………………….
Date:
…………………………………………….
