1. Tripoutside.com LLC (“Trip Outside”), a South Dakota limited liability company located at 316 Villa Dr, #2520, Box Elder SD 57719, provides a service through an online website that allows customers to search for and rent, or request to rent, outdoor gear (the “Website”). Supplier is the owner and/or operator of the shop indicated above (the “Shop”) and wishes to promote the Shop through the Website.
2. Supplier acknowledges and agrees that its relationship with Trip Outside is that of an independent, third-party contractor, and not an employee, agent, joint venture or partner for Trip Outside for any reason, and Supplier acts exclusively on its own behalf and for its own benefit, and not on behalf of or for the benefit of Trip Outside.
3. Supplier will, at no cost to Trip Outside, provide Trip Outside reasonable access to the Shop descriptions, gear, pricing and other information for the purpose of enhancing content for the shop's listing (the "Listing") and for the promotion of the Shop on the Website and in other marketing materials. Trip Outside will have the right to create and display its own editorial descriptive materials for the Shops. Supplier may modify descriptions as needed for accuracy and enhancement. Supplier hereby grants Trip Outside a non-exclusive, royalty-free license to use display and publish, solely for the purposes of promoting the Shops in connection with the Website, Supplier’s trademarks, logos and other related intellectual property, subject to usage guidelines communicated by Supplier to Trip Outside.
4. Supplier agrees that the rental rate given to Trip Outside will be competitive or lower than the rate sold on any distribution channel including the internet, mobile and Supplier’s website (the “Rental Rate”).
5. Once a customer booking request is received by Trip Outside, Trip Outside will communicate booking request to Supplier via email. Supplier is responsible for contacting all customers within 24 hours after receiving the request from Trip Outside to either approve the booking if inventory is available, or contact the customer if inventory is not available. Supplier must select Approve or Deny in every booking request email from TripOutside. Customers must contact the Supplier directly to change or cancel a rental booking.
6. In return for promoting the Shop, Supplier will pay Trip Outside a commission rate of 15% for all completed bookings referred by Trip Outside.
a. Supplier payments for commissions will be invoiced on a bi-monthly basis and must be paid via an acceptable payment method listed on the Trip Outside electronic invoice by the due date listed.
b. In the event of a dispute between Trip Outside and the Shops (e.g. on the amount of the Commission), any undisputed amounts will be paid in accordance with the terms of this Agreement notwithstanding the status or nature of the dispute.
7. Trip Outside accepts no responsibility for damage to rental gear booked on the site, or any resulting customer injuries related to any bookings.
8. The initial term of this Agreement will commence on the later of the two signature dates below and will continue for eighteen (18) months unless terminated by either party for any reason by giving thirty (30) days' written notice to the other party. At the end of any term, the Agreement will automatically renew for a subsequent eighteen (18) month term. If Supplier terminates this Agreement in accordance with this provision, Supplier must fulfill any and all confirmed booking(s). In the event Supplier is unable to fulfill any booking(s), Supplier must notify the customer directly and refund to customer any monies owed.
9. Each party agrees to defend, indemnify and hold harmless the other from any loss arising out of its performance of this Agreement. Neither party shall be liable hereunder for punitive, incidental or consequential damages, or for an aggregate amount exceeding the amount Trip Outside earned from Supplier under this agreement during the twelve (12) months preceding the event that gave rise to a claim.
10. Trip Outside is committed to engaging in an amicable business dispute resolution process. This Agreement provides for a two-part process for applicable businesses. The first part of the process is an informal negotiation directly with senior management for Trip Outside. The second part of the process is a binding arbitration administered by JAMS.
a. Negotiation: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiations between executives who have authority to settle the controversy. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within 15 days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (a) a statement of each party’s position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent the party and of any other person who will accompany the executive. Within 30 days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
b. Arbitration: Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by the arbitration in the State of South Dakota before one arbitrator with ten (10) years of active practice in business law. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
11. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same Agreement. A signed copy of this Agreement transmitted by facsimile, email, electronic signature or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes. The person whose signature appears below on behalf of Supplier represents and warrants that he or she has the right to contract on behalf of Supplier for the purposes set out in this Agreement.
12. This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any prior agreements, representations, understandings or arrangements between the parties (oral or written) in relation to such subject matter.
13. This Agreement shall be interpreted under the laws of the State of South Dakota, exclusive of conflict or choice of law rules.
