DEALER ACCOUNTS

Please fill out the information below to request a BullyBag & Tool Company® corporate account. You will be contacted within 1 business day by our Dealer Account Representative for further processing.

Dealer Partner Program Application
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Company Name *
EIN - Federal Tax Identification *
DUNS - Duns & Bradstreet Number *
State of Incorporation *
Title of Contact Person *
Contact Person - Last Name *
Contact Person - First Name *
Email (This will be your account login Username) *
Password *
Company Phone *
Additional Phone (Mobile or direct line) *
Company Website
Company Address *
Company Address
City
State/Province
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Shipping or Distribution Address (if different from above)
City
State/Province
Zip/Postal
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Type of Business *
How long have you been in business? *
Do you seek credit/terms with purchases? If so, please specify. *
Please provide a short description about your company including any brands/products you sell.. *
How did you hear about us? * How did you hear about us?
Please describe your current interest level in becoming a BB&TC Dealer Partner. *
What market do you service? What is your geographic reach? *
How many sales people do you have on your team? *
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Dealer / Partner Program By-Laws, Terms & Conditions *
BullyBag & Tool Company, Inc. 
Dealer / Partner Program By-Laws, Terms & Conditions
These Reseller Terms of Sale, including all applicable terms referenced herein, (collectively, this “Agreement”) apply to your purchase (whether from BullyBag & Tool Company, Inc. or from an authorized BullyBag & Tool Company Inc. distributor) in the United States or Canada and resale of Products and Services, unless you have a separate written agreement with BullyBag & Tool Company, Inc. that expressly applies to your purchase and resale of the applicable Products and Services. This Agreement does not apply to you if you are buying Products and Services for your own internal end-use.
By placing your Order, you accept and are bound to the terms and conditions of this Agreement.
“BullyBag” means one of the entities below, as applicable for your country of purchase:
* United States (50 states and Washington D.C.): BullyBag & Tool Company, Incorporated.
“You” or “your” means the entity that places an Order for Products, Services, or both for purpose of resale to an End-User.
 
1. APPOINTMENT
A. General. Subject to the terms and conditions of this Agreement and your compliance therewith, you may resell certain BullyBag Products and Services to only End-Users. You shall not market, resell, distribute, or use Products or Services other than as expressly permitted in this Agreement and, with regard to Software, in the license agreement governing the Software. You understand that not all Products and Services may be available for you to purchase for resale under this Agreement. In addition, certain activities require that you enter into a separate written agreement with BullyBag or BullyBag Affiliate, including: (i) use of BullyBag to provide services to and on behalf of End-Users, (ii) use and reproduction of BullyBag to combine with your products or other products to create one unified product (“Bundled Product”) and marketing, distribution and sublicensing of BullyBag to End-Users as part of the Bundled Product, and (iii) selling renewals of certain BullyBag maintenance services.
B. Restrictions to Appointment as Reseller. Notwithstanding Section 1.A (“General”) above, you shall not directly or indirectly: market or resell Products or Services (i) to any consumers, resellers, distributors, or third-party sales agents; (ii) through retail storefronts, online stores, or auction or resale websites; (iii) to the U.S. federal government; or (iv) to any U.S. state and local government agencies, public utility, education institutions, and state and local government civil entities (collectively, customers in (iii), (iv), and (v) are “Public End-Users”). If you are a current member in good standing in the BullyBag Partner Program, then (a) subsection (iii) shall not apply if you have an approved deal registration or prior written approval from the President of BullyBag or their designee, (b) subsection (iv) shall not apply to you. Notwithstanding anything contrary in this Agreement, all Public End-User terms and flowdown provisions are specifically rejected by BullyBag and shall not apply to or bind BullyBag.
You shall not market or sell Products or Services to anyone outside the United States or Canada, wherever you purchased such Products and Services. You shall not refurbish BullyBag Products for resale or marketing by yourself or others. Furthermore, you shall not market or sell refurbished or previously owned or used BullyBag Products, including used products that you have obtained from an end user or any other third party. However, you may market and sell refurbished or previously owned or used equipment that you have purchased directly from BullyBag (e.g., via BullyBag Online, Direct Sales, or BullyBag Auction) pursuant to a separate written agreement.
C. Non-Exclusive. This Agreement is not exclusive. BullyBag may appoint third parties (including those who may compete with you) to sell or market Products and Services to anyone. BullyBag may sell or market (whether directly or indirectly through a third party) Products and Services at any price BullyBag chooses without any obligation or liability to you. This Agreement does not guarantee that you will make any sales of Products or Services.
D. Additional Requirements. Your eligibility to resell certain Products and Services may be subject to additional obligations or conditions not outlined in this Agreement, including additional training, specialization requirements, contractual agreements, and other conditions.  You agree to provide BullyBag with information and reports pertinent to your relationship with BullyBag as may reasonably be requested by BullyBag.
2. PRICING & TAX
A. Pricing. Prices for Products and Services will be as specified on BullyBag’s website, in a written quote to you, or as specified in the applicable BullyBag invoice, BullyBag order form, or Service Agreement. Except as otherwise expressly set forth in BullyBag’s quote, BullyBag’s quoted price is valid for thirty (30) days from the date of the quote. Before BullyBag issues a quote, BullyBag may require you to provide information concerning the End-User and you agree to provide such information. BullyBag reserves the right to modify pricing (including quotes) due to shortage of materials or products, increase in costs, pricing or other error, currency and exchange rate fluctuations, or any event beyond BullyBag’s control, without liability to you. Taxes, shipping and handling charges, and any government mandated or other regulated environmental disposal surcharges are not included in prices for Products and Services, unless expressly indicated at the time of sale.
B. Unless you and BullyBag have agreed to a different discount structure, BullyBag's standard pricing policy for a product includes only the items in the description, in one discounted price. If you breach the provisions of this Agreement or the terms of any offer, BullyBag may charge or re-debit your account or credit card the full list price for your purchase (in lieu of a discounted or special price included in the offer). If BullyBag offers you certain discounts off of BullyBag’s standard list price, such discounts do not apply to special product promotions and cannot be combined with other offers.
C. Taxes. The charges stated in any BullyBag quote or invoice will include all duties, levies or any similar charges and will exclude VAT, sales, use, or equivalent taxes. You are responsible for the payment of all taxes and fees assessed or imposed on Products and Services in any geography in which you or an End-User receives the benefit of the Products and Services, including any sales, use, excise, value-added or comparable taxes, or any environmental handling fees, but excluding taxes for which you have provided a valid resale or exemption certificate. You will defend and indemnify BullyBag Parties (defined in Section 7.C below) from and against any claims, damages, liabilities, losses, costs and expenses (including reasonable attorneys’ fees) arising out of or relating to any third-party claim or action relating to tax liabilities that are your responsibility. If you are required by law to make any withholding or deduction in respect of any payments that you are required to make to BullyBag under this Agreement, additional amounts shall be simultaneously payable such that BullyBag’s nominated bank account receives (after that withholding and deduction) those amounts which BullyBag would have received if no withholding or deduction had been required. Upon request, you will supply to BullyBag evidence (e.g., official withholding tax receipts), to the reasonable satisfaction of BullyBag, that you have accounted to the relevant authority for the sum withheld or deducted.
D. Reseller Pricing. You are free to determine and set your own resale pricing of BullyBag Products and Services so long as those prices adhere and are bound by the agreement of the Minimum Advertised Price (MAP)
E. Indirect Purchase. If you purchase from a BullyBag distributor, final terms of pricing, invoicing, payment, order, shipment, cancelation, and returns will be as agreed between you and the distributor, and the terms that correspond to those topics in this Agreement do not apply as between you and BullyBag.
3. PURCHASE ORDERS
A. Orders. Each Order must reference BullyBag’s quote (if any), the requested Products and Services, the End-User’s name and address, and any other information requested by BullyBag. If requested by BullyBag, you shall submit Orders on BullyBag designated order form(s). Orders for certain products may require purchase of related products, services or maintenance. You shall place Orders for Products and Services in the country where the End-User is located. All Orders and transactions are subject to acceptance or cancellation by BullyBag, in BullyBag’s sole discretion. Each accepted Order will be interpreted as a single agreement, independent of any other Orders. Each Order must include the correct name of, and be placed with the BullyBag entity that provided the applicable quote and BullyBag may request corrections or reissuance of Orders to ensure the correct entity is listed. BullyBag will not be responsible or liable to you or the End-User for any delays caused by incorrect information in an Order.
B. Shipping, Title and Risk of Loss. Risk of loss for licensed BullyBag products transfers to you upon Delivery. Title to BullyBag Products passes to you upon Delivery. Shipping and delivery dates are provided as estimates only and BullyBag is not responsible for any early or delayed shipment or delivery. BullyBag may ship parts of an Order separately. BullyBag reserves the right to electronically deliver Software of Firmware updates to BullyBag or BullyBag sold products directly to the End-User.
Unless otherwise agreed, BullyBag will choose the common carrier. You are responsible for inspecting the package(s) upon delivery and must note any visible damage on the proof of delivery (POD) or other delivery receipt you may be requested to sign. BullyBag will not be responsible for any visible shipping damages not noted on the delivery receipt. You must notify BullyBag within twenty-one (21) days from the BullyBag invoice date if you believe any part of your Order is missing, wrong, or damaged. BullyBag is not liable for any damage or loss to the Product when non-BullyBag provided shipping method is used for shipping from BullyBag to you or End-User. You must work with your designated carrier for reimbursement.
C. Cancellation. You may not cancel Orders except with BullyBag’s written approval. Orders for Third Party Products are subject to availability and are cancellable only by BullyBag. All BullyBag Products are deemed accepted by you upon Delivery; notwithstanding such acceptance, you retain all rights and remedies set forth in Section 7 (“Warranties”) below.  BullyBag is not responsible for pricing, typographical, or other errors in any offer or quote, and reserves the right to cancel any Order arising from such errors. In addition, BullyBag may cancel Orders due to shortage of products or materials, increases in the costs of manufacturing, or any event beyond BullyBag’s control.
D. No Return. All sales are final. Neither you nor any of your End-Users may return Products to BullyBag, except as expressly permitted under this Agreement or the BullyBag Partner Program Agreement.
E. Security Interest. You hereby grant BullyBag, and BullyBag hereby retains, a first priority security interest and lien on any and all of your rights, title, and interest in Products, wherever located, and all replacements or proceeds of the Products, until the invoice for the applicable Products is paid in full, including any late payment fees and costs of collection. You agree BullyBag may file any financing statements or related filings for protecting this security interest as BullyBag reasonably deems necessary or appropriate.
4. INVOICING, AND PAYMENT
A. Invoices. BullyBag may invoice parts of an Order separately, or may invoice purchases of Products and Services in one invoice. Additional charges will apply if you request customized invoicing, consolidated invoicing, or other special billing arrangement or statements. BullyBag reserves the right to change the method of delivery of all documentation. You agree that all invoices will be deemed accurate unless you advise BullyBag in writing of a bona fide, material error within ten (10) days from the date of such invoice. If you advise BullyBag of a material error, (i) any amounts corrected or modified by BullyBag in writing must be paid within fourteen (14) days of the correction or modification, and (ii) you shall pay all other amounts by the invoice due date. If you withhold payment because you believe an invoiced amount is incorrect, and BullyBag concludes that the amount is accurate, then you shall pay a late payment fee as described in Section 4.C (“Late Payment”) below, from the due date, for the invoiced amount, until BullyBag's receipt of the invoiced amount. You may not offset, defer or deduct any invoiced amounts that BullyBag determines are correct following the notification process described in this paragraph. If you do not receive an invoice or acknowledgement in the mail or with your Products and/or Services, information about your purchase may be obtained by contacting BullyBag @ info@bullybag.com or by contacting your BullyBag sales representative.
B. Payment. You must pay BullyBag’s invoices in full within the time period noted on BullyBag’s invoice, or if not noted, then within thirty (30) days measured from the date of the invoice, subject to continuing credit approval by BullyBag (such approval may be revoked without notice from BullyBag). Payment shall be made in the currency as invoiced by BullyBag. Payment for Products and Services must be made by credit card, automated clearing house, wire transfer, electronic funds transfer or some other prearranged payment method, unless credit terms have been agreed to by BullyBag. You shall make payment to BullyBag for Products and Services to the account indicated by BullyBag (as may be amended from time to time). Timely payment is of the essence.
C. Late Payment. BullyBag reserves the right to charge you a late payment fee of 1.5% per month (18% per annum) applied against undisputed overdue amounts, or the maximum rate permitted by law, whichever is less. Late payment fees will be recalculated every thirty (30) days thereafter based on your current outstanding balance. In addition, BullyBag may, without waiving any other rights or remedies to which it may be entitled, seek collection of all amounts due, including reasonable attorneys and legal fees, expenses, and costs of collection.
5. WARRANTIES
BULLYBAG MAKES NO WARRANTIES TO YOU UNDER THIS AGREEMENT. BullyBag’s limited warranty for BullyBag Products and Services are for End-User only. You shall not make any warranty on BullyBag’s behalf. You are solely responsible for providing the End-User with the correct warranty information, including term and coverage, and you shall indemnify and hold BullyBag harmless from any claims related to any warranty you grant that is beyond the BullyBag end-user warranties described in this Section 7.
6. BullyBag Limited Warranty.
A(i) Client Products. The warranties for BullyBag Products and Client Products can be found at www.BullyBag.com/warranty or in the applicable Documentation.
A(ii) Warranty Exclusions. BullyBag Product warranties do not cover problems that arise from (1) accident or neglect by you or any third party; (2) any third party items or services with which the BullyBag Product is used or other causes beyond BullyBag’s control; (3) installation, operation or use not in accordance with BullyBag’s instructions or the applicable Documentation; (4) use in an environment, in a manner or for a purpose for which the BullyBag Product was not designed; (5) modification, alteration or repair by anyone other than BullyBag or its authorized representatives; or (6) in case of Equipment only, causes attributable to normal wear and tear. BullyBag has no obligation whatsoever for BullyBag Products used beyond the intended use or without BullyBag’s consent, for Equipment whose original identification marks have been altered or removed, or for any BullyBag Products for which warranty has not been registered or product for which payment has not been received.
B. Third Party Products. Third Party Products may carry a limited warranty from the third-party publisher, provider, licensor or original manufacturer of such Third Party Products. BullyBag is not responsible for fulfillment of any Third Party Product warranty or for problems attributable to the use of Third Party Products. BullyBag does not warrant that any Product will function in any specific configuration that includes any Third Party Products, or that any Product will function to produce a particular result, even if the specific configuration or the result has been discussed with BullyBag. BullyBag has no liability to you or End-User for any damages or claims that arise out of or relate to Third Party Products. ALL THIRD PARTY PRODUCTS ARE PROVIDED BY BULLYBAG ON AN “AS IS” BASIS.
C. Warranty Disclaimer. EXCEPT FOR WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, BULLYBAG (INCLUDING BULLYBAG AFFILIATES, CONTRACTORS, AND AGENTS, AND EACH OF THEIR RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, SUCCESSORS AND ASSIGNS), ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY AND TOGETHER WITH BULLYBAG, THE “BULLYBAG PARTIES”), MAKES NO OTHER EXPRESS WARRANTIES OR CONDITIONS, WRITTEN OR ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS. INSOFAR AS PERMITTED UNDER APPLICABLE LAW, ALL OTHER WARRANTIES AND CONDITIONS ARE SPECIFICALLY EXCLUDED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND TITLE, AND ANY WARRANTY OR CONDITION ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. 
7. HIGH RISK APPLICATIONS. BullyBag Products and Services are not fault-tolerant and are not designed or intended for use in, and you shall ensure that the End-User not use BullyBag Products and Services in, any hazardous environments requiring fail-safe performance or in any application in which the failure of the BullyBag Products or Services could lead directly to death, personal injury, or physical or property damage (collectively, “High-Risk Activities”). High-Risk Activities include the operation of nuclear facilities, aircraft navigation, air traffic control, emergency communications systems, life support machines, and weapons systems. You understand and agree that BullyBag makes no warranties or assurances that the BullyBag Products and Services are suitable for any High-Risk Activities and you shall defend and indemnify BullyBag from any claims made by third parties resulting from any such High-Risk Activities. 
8. INTELLECTUAL PROPERTY
A. Trademarks and Copyrights. You may use the “BullyBag”, “Claim the Storm” or “ BullyBag & Tool Company” “Bandit”, “Magneto”, “EDC Alpha”, “AccuLines”, “SideBar”, DynaBar” names and the names of BullyBag Products and Services (collectively, “Names”) solely for the purpose of accurately identifying the BullyBag Products and Services you market or sell under this Agreement. You shall not use any Names for any other purpose, and shall not use any other BullyBag or BullyBag Affiliate trademarks, services marks, logos, or copyrighted works, unless and to the extent you are expressly granted such usage right under the BullyBag  Partner Program. You agree to change or correct, at your own expense, any materials or activity that BullyBag decides is inaccurate, objectionable or misleading, or is a misuse of any of the Names, trademarks, service marks, logos, or copyrighted works. You are prohibited from using BullyBag’s or BullyBag Affiliate’s logos, referring to yourself as an authorized reseller of BullyBag, or creating the impression that BullyBag or BullyBag Affiliate is affiliated with you, other than as expressly permitted by the terms of the BullyBag  Partner Program. You shall not claim or imply or create an impression that you and BullyBag are legal partners or that BullyBag or BullyBag Affiliate has sponsored, authorized, approved, or endorsed your business or any offer or marketing, advertising, or promotion thereof in any manner. You will clearly and prominently identify yourself in all your offers and advertising, marketing, and promotional materials. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of BullyBag’s or BullyBag Affiliate’s. Additionally, you may not use any Names or BullyBag or BullyBag Affiliate marks in search engine advertising, either as a keyword or in advertisements appearing on search engines or in email addresses, without BullyBag’s prior written permission.
B. Intellectual Property Ownership and Reservation of Rights. All right, title and interest in and to the intellectual property rights in BullyBag Products and Services, including processes, tools, technology, confidential information and trade secrets embodied therein and any custom developments created or provided in connection with or related to this Agreement, and any derivative works thereof, belong solely and exclusively to BullyBag, BullyBag Affiliates or their licensors or suppliers, and you have no rights whatsoever in any of the foregoing other than the rights expressly set forth in this Agreement. Nothing in this Agreement or otherwise will be deemed to grant to you an ownership interest in any of the intellectual property rights in or to any BullyBag Products or Services, in whole or in part. You agree you will take appropriate steps with End-Users to inform them of and ensure their compliance with the restrictions contained in this Section 10.
C. Discontinued or Changed Products or Services. BullyBag may revise or discontinue any Product or Service offering at any time without notice, including after you place an Order but prior to BullyBag’s shipment or performance or before the end of the Service subscription. As a result, products and services you or an End-User receives may differ from those ordered.
D. Confidential Information. The term “BullyBag Confidential Information” means any confidential or proprietary information pertaining to or provided by BullyBag, including product plans, software, pricing, discounts, marketing and sales information, business plans, customer and supplier data, financial and technical information, “know-how,” trade secrets, and other information, whether such information is in written, oral, electronic, web-based, or other form. You will keep all BullyBag Confidential Information confidential for a period of three years from the date of BullyBag’s disclosure to you, and use at least the same degree of care as you use to protect your own confidential information but no less than reasonable care. Notwithstanding anything to the contrary in this Agreement, your confidentiality obligations with respect to customers’ personally-identifiable information and BullyBag trade secrets shall never expire. You may not disclose BullyBag Confidential Information to any third party without BullyBag’s prior written consent. You may share BullyBag Confidential Information with only your employees who have a need to know and who are subject to legally binding obligations of confidentiality no less restrictive than those imposed by this Agreement. These confidentiality obligations do not apply to any BullyBag Confidential Information that (i) you can demonstrate was in your possession before receipt from BullyBag; (ii) is or becomes publicly available through no fault by you; or (iii) you rightfully received from a third party without a duty of confidentiality. If you are required by a government body or court of law to disclose any BullyBag Confidential Information, you agree to give BullyBag reasonable advance notice so that BullyBag may contest the disclosure or seek a protective order. You may use the BullyBag Confidential Information solely for the purpose of, and in connection with, your business relationship with BullyBag. No license or conveyance of any rights under any patent, copyright, trade secret, trademark or any other intellectual property right to BullyBag Confidential Information is granted under this Agreement except the limited rights to use the BullyBag Confidential Information as expressly set forth in this paragraph. BullyBag makes no warranties as to the accuracy or completeness of the BullyBag Confidential Information. ALL BULLYBAG CONFIDENTIAL INFORMATION IS PROVIDED “AS IS”. To the extent permitted by law, BullyBag disclaims all express, implied and statutory warranties and conditions, and assumes no liability to you for any damages of any kind in connection with the BullyBag Confidential Information or any intellectual property in them. Upon BullyBag’s written request, you will promptly return all BullyBag Confidential Information, together with all copies, or certify in writing that all such BullyBag Confidential Information and copies thereof have been destroyed. You acknowledge that damages for improper disclosure of BullyBag Confidential Information may be irreparable and that BullyBag shall be entitled to seek equitable relief, including injunction and preliminary injunction, in addition to all other remedies available at law or in equity. You agree to adhere to all applicable United States, Canadian and foreign export control laws and regulations and will not export or re-export any technical data or products, to any proscribed country listed in the U.S. Export Administration regulations, or foreign national thereof, unless properly authorized by the U.S. Government. BullyBag may disclose Confidential Information (including pricing information) to third parties, if BullyBag believes the Confidential information is useful in conducting any investigation or other proceeding that involves compliance, fraud, corruption, antitrust, or collection efforts.
9. YOUR RESPONSIBILITIES. In addition to your other obligations set forth in this Agreement, you are responsible for the following:
A. End-User Documentation. You will provide each End-User with appropriate product warranty statements, registration cards, and other materials that BullyBag includes with its shipments of Products to you. In addition, you are responsible for providing all similar information related to your addition or modification to the Products. You acknowledge and agree that BullyBag is a third-party beneficiary of the End-User Agreement and may enforce the provisions thereof directly against the End-User or through you, and you shall require the End-User to acknowledge and agree to such in the End-User Agreement.
B. Business Conduct. You will comply with all laws and regulations that apply to you in regard to the Agreement and any onward sale, distribution or delivery of BullyBag Products and Services. You agree to maintain, throughout the duration of dealings between you and BullyBag, your own policies and business controls to ensure compliance with these laws, including having adequate procedures designed to ensure that any third party you engage complies with applicable laws and regulations. You agree to conduct your business in an ethical manner and avoid any business practices that BullyBag reasonably determines is deceptive, misleading, or otherwise improper or amount to a misrepresentation of BullyBag, BullyBag Products or Services. You agree to comply with the BullyBag  Partner Code of Conduct at https://www.BullyBag.com/resources/en-us/asset/quick-reference-guides/partner/BullyBag--Partner-Code-of-Conduct.pdf (including compliance with the Anti-Corruption Laws, as defined therein), in connection with this Agreement. You will not, in connection with this Agreement, take or allow any third party to take, any action or engage in any practice that would violate the Anti-Corruption Laws or the BullyBag Partner Code of Conduct.
You represent and warrant that: (i) neither you nor any of your directors or officers or employees, who have decision-making authority with respect to this Agreement, have been convicted of any offense involving bribery, corruption, fraud or dishonesty, or to the best of your knowledge, have been or are the subject of any investigation, inquiry or enforcement proceeding by any governmental, administrative or regulatory body regarding any offense or alleged offense under the Anti-Corruption Laws and (ii) neither you nor any of your directors or officers or employees, who have decision-making authority with respect to this Agreement, are government officials. BullyBag may immediately terminate this Agreement or suspend its performance hereunder if BullyBag has reason to believe that you have breached this Section 11 or the BullyBag Partner Code of Conduct.
C. Insurance. You will obtain and maintain commercial general liability, including products liability, insurance in an amount appropriate for your business, but in no event less than $1,000,000.00 (U.S.), with an insurance company having an AM Best rating of A minus or better or similar local rating agency if not subject to AM Best. You will name BullyBag as an additional insured on all commercial general liability insurance policies procured in accordance with this paragraph. Upon request, you will provide to BullyBag a certificate of the above-mentioned insurance, including any new or amended certificates of insurance.
D. Unauthorized Parts. To the extent permitted by law, BullyBag requires that you will not, and will not permit your End-Users to, configure BullyBag Products with Unauthorized Parts. “Unauthorized Parts” means any third-party parts which were not: (i) procured from BullyBag or (ii) otherwise authorized and/or certified by BullyBag for integration into the applicable BullyBag Product.
10. INDEMNIFICATION
A. Indemnity. BullyBag will (i) defend you against any third-party claim that BullyBag Products (excluding Third Party Products, any BullyBag Products provided for evaluation or without charge) infringe that party’s patent, copyright, or trade secret enforceable in the country (either U.S. or Canada) where you purchased the BullyBag Products from BullyBag (“Claim”); and (ii) indemnify you by paying (ii)(a) the resulting costs and damages finally awarded against you by a court of competent jurisdiction to the extent that such are the result of the third-party Claim; or (ii)(b) the amounts stated in a written settlement negotiated and approved by BullyBag. In addition, should any such BullyBag Product become, or in BullyBag’s opinion be likely to become, the subject of a Claim, BullyBag may, at its expense and in its discretion: (1) obtain a right for End-User to continue using the affected BullyBag Products; (2) modify the affected BullyBag Product to make them non-infringing; (3) replace the affected BullyBag Product with non-infringing substitutes; or (4) provide a reasonable depreciated or pro rata refund for the allegedly infringing BullyBag Product. Except as otherwise provided by law, this Section 12 states your exclusive remedies for any third-party intellectual property claim relating to BullyBag Products, and nothing in this Agreement or elsewhere will obligate BullyBag to provide any greater indemnity.
B. Exclusions from Indemnity. BullyBag has no obligation under Section 12.A (“IP Indemnity”) above: (i) if you are in material breach of this Agreement; or (ii) for any Claim resulting or arising from (1) any combination, operation, or use of a BullyBag Product with any other products, services, items, or technology, including Third Party Products; (2) use for a purpose or in a manner for which the BullyBag Product was not designed, or use after BullyBag notifies you or End-User to cease such use due to a possible or pending Claim; (3) any modification made by any person other than BullyBag or its authorized representatives; (4) any modifications made by BullyBag pursuant to instructions, designs, specifications or any other information provided to BullyBag by or on behalf of you or End-User; (5) use of any version of a BullyBag Product when an upgrade or newer iteration of the BullyBag Product made available by BullyBag would have avoided the infringement; (6) services provided by you or End-User (including Claims seeking damages based on any revenue you or End-User derives from your or End-User’s services); or (7) any data or information which you or a third party records on or utilizes in connection with the BullyBag Products (subsections 1 through 7 are collectively the “Excluded Claims”). BullyBag has no obligation to defend or indemnify any End-User or any other third party.
C. Procedure. BullyBag’s duty to indemnify and defend under Section 11.A is contingent upon: (i) your sending prompt written notice of the Claim to BullyBag, (ii) your granting to BullyBag the sole right to control the defense and resolution of the Claim, and (iii) your cooperation in BullyBag’s defense and resolution of the Claim, and in mitigating any damages. BullyBag has no obligation to defend or indemnify any End-User or any other third party. This paragraph states your exclusive remedies, and BullyBag’s sole liability, for any third-party intellectual property claim or action, and nothing in this Agreement or elsewhere will obligate BullyBag to provide any greater indemnity to you.
D. Your Indemnity to BullyBag. You will defend and indemnify the BullyBag Parties against any third-party claim or action resulting from or relating to (i) your failure to obtain or maintain any appropriate license, intellectual property rights, or other permissions, regulatory certifications or approvals associated with any product, software, technology, data or other materials you provide, request or direct to be installed or integrated as part of the Products or Services; (ii) your misuse or modification of any Products or Services or your violation of BullyBag’s or BullyBag Affiliate’s proprietary rights; (iii) your combination, operation or use of any of the Products or Services with any Third Party Product, where such combination, operation or use infringes or misappropriates any intellectual property right or trade secret of a third party; (iv) your fraud, misrepresentation, gross negligence, willful misconduct, or breach of or noncompliance with any provision of this Agreement; (v) the provision of your own products, software, or services; (vi) the relationship or transactions between you and an End-User; (vii) any false or inaccurate representation by you or your agent regarding an export license or the applicability or inapplicability of a license requirement or exception; (viii) any allegation made against BullyBag or BullyBag Affiliate due to your violation or alleged violation of any applicable customs, export control, or Sanctions laws or regulation; or (ix) the Excluded Claims.
12. LIMITATION OF LIABILITY
A. BULLYBAG WILL NOT BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, (II) LOSS OF REVENUE, INCOME, PROFIT, SAVINGS OR BUSINESS OPPORTUNITY, (III) BUSINESS INTERRUPTION OR DOWNTIME, (IV) LOST OR CORRUPTED DATA OR SOFTWARE, (V) LOSS OF USE OF ANY PRODUCTS OR SERVICES, OR (VI) PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR ON BULLYBAG’S WEBSITE TO THE CONTRARY, BULLYBAG IS NOT RESPONSIBLE FOR INFORMATION OR DATA YOU PROVIDE TO US UNLESS YOU HAVE A SEPARATE WRITTEN AGREEMENT TO THE CONTRARY. BULLYBAG DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH IN THIS AGREEMENT.
B. BULLYBAG’S TOTAL LIABILITY FOR DISPUTES IS LIMITED TO THE AGGREGATE DOLLAR AMOUNT BULLYBAG RECEIVED UNDER THIS AGREEMENT DURING THE TWELVE MONTHS BEFORE THE DATE THAT THE DISPUTE AROSE FOR THE SPECIFIC PRODUCTS, SERVICES, OR BOTH THAT ARE THE SUBJECT OF THE DISPUTE, BUT EXCLUDING AMOUNTS RECEIVED AS REIMBURSEMENT OF EXPENSES OR PAYMENT OF TAXES. The existence of more than one claim will not increase or otherwise alter these limitations on BullyBag's liability.
C. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS STATED IN THIS SECTION 13 SHALL APPLY TO ALL “DISPUTES” (DEFINED IN SECTION 15 BELOW). YOU AGREE THAT THE TERMS OF THIS SECTION 13 ARE AGREED ALLOCATIONS OF RISK CONSTITUTING PART OF THE CONSIDERATION FOR BULLYBAG'S SALE OF PRODUCTS AND SERVICES TO YOU, AND THIS SECTION 13 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND EVEN IF BULLYBAG HAS BEEN ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH LIABILITIES.
D. Limitation Period. Except as stated in this paragraph, all claims must be made within the period specified by applicable law. If the law allows the parties to specify a shorter period for bringing claims, or the law does not provide a time at all, then claims must be made within 18 months after the cause of action accrues.
14. CUSTOMS, EXPORT CONTROLS, AND SANCTIONS COMPLIANCE
A. BullyBag’s acceptance of any Order for any Products or Services is contingent upon your compliance with the provisions of this Section 14. You shall require End-Users to agree to terms no less restrictive than those contained in this Section 14.
B. You agree to abide by, and to assume sole responsibility for obtaining, and complying with the requirements of, all required export, re-export, in-country transfer, and import licenses, registrations, and other government authorizations relating to the Products and Services provided under this Agreement.
C. You agree that, in connection with the Products and Services supplied to you by BullyBag and any goods or services that you provide to BullyBag, you will not contract with or otherwise do business with any individual, company, organization or other entity, or with, in or involving any country or territory (including North Korea, Cuba, Iran, Sudan, Syria, and Crimea), that is the subject or target of any U.S. or other national government financial and economic sanctions or trade embargoes or otherwise identified on a list of prohibited, sanctioned, debarred, or denied parties, including those imposed, administered or enforced from time to time by the U.S. government through the Office of Foreign Assets Control ("OFAC") of the U.S. Department of Treasury, the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce, or the U.S. Department of State, the United Nationals Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (collectively, “Sanctions”), without having first obtained any required license or other government authorization or in any manner which would result in a violation of Sanctions by you or BullyBag.
D. Neither you nor or any of your subsidiaries nor any of your or your subsidiaries' directors, administrators, officers, board of directors (supervisory and management), members or employees is the subject or target of any Sanctions.
E. You have adequate controls and systems in place to screen, and are fully responsible for screening, transactions of customers, sub-contractors, suppliers, vendors, and all other third parties who may assist, benefit from, or provide goods or services to, or receive goods or services from, you and to ensure compliance with applicable laws pertaining to Sanctions.
F. You have appropriate procedures in place to comply with (and to ensure timely reporting under) the requirements of the anti-boycott laws and regulations of the United States and other jurisdictions in which BullyBag does business.
G. You are responsible for accurately reporting and providing all applicable export license, product classification information, end-user and end use statements, and destination control statements required by applicable customs, export controls, and sanctions laws.
H. Nothing in this clause is to be construed as authorization by BullyBag for you to market or resell Products and Services in violation of the provisions of this Section 14.
I. To the extent this clause applies, you are not authorized to import to or export out of the United States or Canada, whichever is your country of purchase, under Ex Works Incoterms unless you have received written approval from BullyBag (at a Sales Vice President level or higher) and you have signed an Ex Works addendum with BullyBag and comply with such addendum.
14. GOVERNING LAW; INFORMAL DISPUTE RESOLUTION; ATTORNEY’S FEES. This Agreement, and any dispute, claim, or controversy (whether in contract, tort, or otherwise) related to or arising out of the Agreement or any quote or Order (“Dispute”) is governed by the laws of the State of Missouri and the federal laws of the United States, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. To the extent permitted by law, the state and federal courts located in Missouri will have exclusive jurisdiction for any Disputes. You and BullyBag agree to submit to the personal jurisdiction of the state and federal courts located within Jackson or Platte County, Missouri and agree to waive any and all objections to the exercise of jurisdiction over the parties by those courts and to venue in those courts. The parties agree to waive, to the maximum extent permitted by law, any right to a jury trial with respect to any Dispute. Neither BullyBag nor you are entitled to join or consolidate claims by or against other customers or resellers, or pursue any claim as a representative or class action, or in private attorney general capacity. As a condition precedent to filing any lawsuit, the parties will attempt to resolve any Dispute against one or more BullyBag or BullyBag Affiliate through negotiation with persons fully authorized to resolve the Dispute, or through mediation utilizing a mutually agreeable mediator, rather than through litigation. The existence or results of any negotiation or mediation will be treated as confidential. Although the merits of the underlying Dispute will be resolved in accordance with this Section 15, any party has the right to obtain from a court of competent jurisdiction a temporary restraining order, preliminary injunction, or other equitable relief to preserve the status quo, prevent irreparable harm, avoid the expiration of any applicable limitation periods, or preserve a superior position with respect to other creditors. If the parties are unable to resolve the Dispute within thirty days (or other mutually agreed time) of notice of the Dispute to the other party, the parties will be free to pursue all remedies available at law or in equity. In any Dispute (other than BullyBag’s efforts to collect overdue amounts from you) each party will bear its own attorneys’ fees and costs and expressly waives any statutory right to attorneys’ fees.
15. MISCELLANEOUS
A. Headings, Interpretation and Language. The section headings used herein are for convenience and reference only and are not to be considered in construing or interpreting this Agreement. All references herein to “Sections” will be deemed references to sections of this Agreement. The words “include” and “including”, and other variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation”. The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including all notices, have been and will be drawn up in the English language only. 
B. Independent Contractors. No provision of this Agreement will be deemed to create an association, trust, partnership, joint venture or other entity or similar legal relationship between you and BullyBag, or impose a trust, partnership, or fiduciary duty, obligation, or liability on or with respect to such entities. You and BullyBag are independent contractors. Neither party will make any representations or warranties, or assume any obligations, on the other party’s behalf. Neither party is or will claim to be a legal representative, franchisee, agent or employee of the other party.
C. Audit and Record-Keeping. You will maintain legible, accurate and complete books and records relating to the Agreement or the sale, licensing, delivery, or end-use of Products and Services for a period of 5 years from the date of creation. At the end of the retention period, you must dispose of all records appropriately. At BullyBag's request, you must cooperate and assist BullyBag with any audit, review, or investigation ("Audit") that relates to (i) the Agreement or your compliance with law; (ii) your sale, distribution, licensing, or delivery of BullyBag Products and Services, whether sourced from BullyBag or a third-party; (iii) any amounts payable by BullyBag; or (iv) any amounts due to BullyBag. In connection with an Audit, you will deliver all records, information, and documents reasonably requested by BullyBag. BullyBag has the right to conduct onsite Audits, and you will grant BullyBag and its employees and representatives reasonable access to information, records, personnel, and customers (including End-User Agreements and other agreements to verify your compliance with the Agreement), and provide entry and access to your premises or other locations (during normal business hours) where such information and records are located. Failure to cooperate with an Audit or provide the information or records requested by BullyBag is a material breach of this Agreement. BullyBag will pay the costs of an Audit except where a discrepancy of five (5) percent or more is discovered in the information disclosed by you, in which case you agree to be responsible for all reasonable costs.
D. Federal Acquisition Regulations. Any purchase order issued under a U.S. Government prime contract or subcontract is a subcontract for “commercial items,” as defined in Federal Acquisition Regulation (FAR) Subpart 2.1. Only clauses in FAR Subparts 12.5 and 44.4 effective as of the date of the purchase order and which are required to be incorporated into a commercial item subcontract shall apply to such purchase order. Any additional FAR, agency FAR Supplement clauses or any additional terms and conditions outside those contained in the Agreement are specifically rejected by BullyBag and shall have no force or effect unless BullyBag accepts their inclusion in writing.
E. No Third Party Beneficiaries. Nothing in this Agreement is intended to, or will be deemed or construed to, create any rights or remedies in any third party.
F. Assignment; Subcontracting. You may not assign this Agreement, a BullyBag quote, or an Order, or any right or obligation under the Agreement, a BullyBag quote or an Order, or delegate any performance, without BullyBag’s prior written consent, which will not be unreasonably withheld. Even if BullyBag consents to an assignment or delegation, you remain responsible for all obligations to BullyBag under the Agreement, BullyBag quote, or Order that you incurred prior to the effective date of the assignment or delegation. Your attempts to assign or delegate without BullyBag’s prior, written consent are void. BullyBag may use BullyBag Affiliates or other qualified subcontractors to provide Services, but BullyBag remains responsible for the performance of those Services under this Agreement.
H. Force Majeure. BullyBag shall not be liable to you or End-User for any delays or failure to perform its obligations during any period in which such performance is delayed or rendered impracticable or impossible due to circumstances beyond its reasonable control, including fire, flood, war, embargo, strike, riot or the intervention of any governmental authority.
I. Waiver. Failure by BullyBag to enforce any provision of this Agreement will not constitute a waiver of any future enforcement of that or any other provision of this Agreement. No waiver will be effective against BullyBag unless in writing and signed by an authorized representative of BullyBag.
J. Severability. If any part of this Agreement is declared or found to be illegal, invalid or unenforceable, then that part will be stricken or modified to the extent necessary to make it legal, valid, and enforceable while preserving the parties’ original intent to the maximum extent possible. The remaining parts of this Agreement will remain in full force and will not be affected.
K. Entire Agreement. This Agreement (including all online terms referenced herein) and, if you are directly purchasing from BullyBag, the BullyBag quote and each Order: (i) comprise the complete statement of the agreement between you and BullyBag with regard to its subject matter, and (ii) supersede all prior or contemporaneous, written or oral understandings, communications or agreements between you and BullyBag regarding such subject matter. No party is relying upon the representations or statements of the other that are not fully expressed in this Agreement, and each party is relying on its own judgment and due diligence and expressly disclaims reliance upon any representations or statements not expressly set forth in this Agreement. Any claims by any party of fraud in the inducement of this Agreement or any BullyBag quote or any Order based on any statements, representations, understandings, or omissions, whether oral or written, that are not fully expressed in this Agreement or the applicable BullyBag quote are expressly waived and released. All terms of your Order, including (1) any terms that are inconsistent or conflict with this Agreement, a BullyBag quote, or both, and (2) any pre-printed terms, have no legal effect and do not modify or supplement the Agreement, even if BullyBag does not expressly object to those terms when accepting the Order. 
L. Agreement Updates. BullyBag reserves the right to update this Agreement (including all applicable terms referenced herein) at any time, effective upon posting an updated version of the Agreement to the BullyBag website at www.BullyBag.com/resellerterms You shall monitor the revision date/version number, and any change to its posted date/version number will be deemed notice to you that the terms have been updated. However, subject to Section 10.C (“Discontinued or Changed Products or Services”) above, your rights and obligations with respect to any particular Products or Services will be as provided in the version of this Agreement executed by you or available to you at the time of your purchase of such Products or Services or, when applicable, at the time of renewal of any Services.
M. Reseller Information. For commercially reasonable purposes, BullyBag may use your information and disclose information to relevant End-Users and to authorized BullyBag distributors and other business associates, including for BullyBag to enable warranties, provide services, and resolve customer issues. You grant BullyBag permission to use and disclose information that you provide. If you provide an End-User's or other third-party's personal data to BullyBag, you confirm and represent that you have complied with applicable privacy laws in collecting and providing such personal data to BullyBag.
N. Non-exclusive remedies. BullyBag is not liable for any delay or failure to deliver any Products or Services resulting from your failure to comply with this Agreement, including your failure to timely obtain an applicable license or to provide certification to BullyBag that any necessary license has been obtained. Except as prohibited by law, BullyBag may, without liability to you or to any End-User, take one or more of the following actions if you violate the terms of the Agreement (including nonpayment or late payment): (i) refusal to accept Orders, (ii) suspension of BullyBag's performance under the Agreement, (iii) suspension, termination or withholding of discounts or other benefits, (iv) suspension or termination of its provision of any or all software licenses or Services, and/or (v) refusal to provide indemnification. BullyBag will be entitled to any other remedies available at law or in equity.
O. Notices. Notice to BullyBag under this Agreement or any related transaction must be in writing and sent (i) by registered or certified mail, postage prepaid first-class mail with return receipt requested; or (ii) by overnight delivery service with verification of receipt, to the applicable address below; All such notices will be effective upon receipt. 

A. DEFINITIONS.
A (1) - Third Party Products Provided to BullyBag. If End-User or you provide or make available third party products, including any intellectual property developed by End-User or you, for BullyBag to use in connection with Products or Services, you (and you will cause End-User to): (i) authorize BullyBag to use the third party products as needed to provide the Services; (ii) warrant that End-User or you have all consents, licenses, and sublicense rights as may be necessary to make these third party products available to BullyBag; and (iii) agree that BullyBag is are not liable to you or End-User if BullyBag’s authorized use causes warranties or other services contracts for these third party products to become void.
A (2) - PRICING. The fee for Support Services for Products will be as set forth on the applicable BullyBag quote. Additions to the Products as specified in the relevant BullyBag quote may result in additional Support Services fees. BullyBag will charge and invoice for Time and Materials Service in accordance with terms governing each Time and Materials Service engagement.
B. TERM AND TERMINATION.
B(1) Termination for Convenience. BullyBag may terminate the Support Services for Infrastructure Product for its convenience upon sixty days’ prior written notice. If BullyBag terminates Support Services for its convenience, your and End-User’s sole and exclusive remedy and BullyBag’s sole and exclusive obligation shall be to refund you the portion of any pre-paid Support Services fee that corresponds to the period between the effective date of the termination for convenience and the end of the then-current Support Services period.
B(2) Termination for Breach. In addition to the term and termination provisions set forth in the Agreement, either party may terminate the Services for a specific Product if the other party (or End-User) materially breaches this Agreement and fails to cure the breach within thirty (30) days’ receipt of written notice specifying the failure. If BullyBag terminates the Services for your or End-User’s material, uncured breach, that termination will be without further liability to End-User or you and without any obligation to refund any fees already paid for the BullyBag Services. If you terminate for BullyBag’s uncured, material breach, your sole and exclusive remedy and BullyBag’s sole and exclusive obligation will be, at your election, to either issue a credit for use against current or future purchases of BullyBag Products or Services or grant a refund for that portion of any pre-paid Products or Services that corresponds to the period between the effective date of the termination for breach and the end of the then-current period.

C. SUPPLEMENTAL TERMS FOR OEM CUSTOMERS ONLY. The following terms in this Section 18 will apply to you only if you are an OEM Customer (as defined below). To the extent there is a conflict, the terms of this Section 18 will take precedence and govern over the terms in Sections 1-17, including any terms referenced therein.
C (1) Definitions. “OEM Customer” means you in your capacity as an original equipment manufacturer that is purchasing BullyBag Products and Services from BullyBag (or its successor or contractors and sub-contractors) business group for an OEM project. In general, an OEM Customer (a) embeds or bundles such BullyBag Products in or with OEM Customer’s proprietary intellectual property, resulting in a specialized system or solution with industry or task-specific functionality (such system or solution an “OEM Solution”) and (b) resells such OEM Solution under OEM Customer’s own brand. With respect to OEM Customers, the term (1) “BullyBag Products” includes BullyBag Products that are provided without BullyBag branding (i.e. unbranded OEM-ready system), and (2) “End-User” means any entity purchasing an OEM Solution for its own end-use and not for reselling, distributing or sub-licensing to others.
C (2). Appointment. Notwithstanding Section 1.C., and subject to the other terms and conditions of this Agreement and your compliance therewith, you (whether directly or through distributors, resellers, or sales agents in your distribution channel (collectively, “OEM Representatives”)) may resell certain BullyBag Products to End-Users only as part of your OEM Solution and after you have added value to the BullyBag Product through the addition of hardware, software or services. You may use OEM Representatives to resell OEM Solutions, provided that the agreement between you and such OEM Representatives is as comprehensive and as restrictive as the terms of this Agreement. You shall include in all agreements selling, leasing, or transferring ownership of BullyBag Products or selling Services, a limitation of liability provision similar to Section 13, including a disclaimer as to BullyBag’s liability for incidental, consequential, special, indirect, exemplary, and punitive damages; loss of revenue, income, profit, or savings; lost or corrupted data or software; and loss of use of products or services.
C (3). Additional Fees and Taxes. BullyBag’s prices do not include, and you are responsible for paying, all import or export fees, duties, tariffs, insurance or other charges associated with exporting or importing any Products from BullyBag’s or its contractor’s manufacturing facility.
C (4). Product Labeling. Except as otherwise agreed between you and BullyBag in a Service Agreement, you must resell all BullyBag Products with their original markings. In no event shall you (or any others on your behalf) remove or change safety or agency certification labels or other manufacturers’ labels on any Products without the appropriate agency or manufacturer written approval.
C (5). Customization Services. If your Order includes Services (including custom factory integration services and custom fulfillment services) to customize the BullyBag Product portion of your OEM Solution, such Services will be performed subject to (a) the U.S. CTS (if your Order is placed in the U.S.) or to the Canada CTS (if you Order is placed in Canada) and (b) other applicable Service Agreements. You are solely responsible for (1) determining technical specifications for such customized project; (2) ensuring that those technical specifications are properly documented in the applicable Service Agreement; (3) testing of prototype(s) to verify that the prototype(s) meet applicable specifications and that all hardware and electronic files are compatible and agreed to by you, before you place any production Order for the customized configuration; and (4) obtaining all necessary licenses and other rights for BullyBag to perform the Service, including all rights to copy, install, modify and distribute any Third Party Products provided or requested by you. Regardless of any tests that may be performed by BullyBag, BullyBag is not responsible for the suitability of the customized configuration, for any effect any BullyBag Services may have on any warranty or service contract for Third Party Products, for the compatibility of any Third Party Products with any of the BullyBag Products, or for any liability or damage arising from the installation or customization of a configuration in accordance with a Service Agreement or your instructions. Any additional regulatory and safety compliance required due to the integration of non-BullyBag hardware  into the configurations shall be your sole responsibility. To the extent you require BullyBag to affix or label any non-BullyBag name, logo, trademark, artwork or images on any of the BullyBag Products, you hereby grant BullyBag a non-exclusive, royalty-free, fully paid-up, transferable and sub-licensable license to use, reproduce and distribute such name, logo, trademark, artwork and images solely in connection with such purpose and you shall enter into a trademark license agreement if requested by BullyBag.
C (6). Unique Materials. BullyBag may purchase unique parts, end-of-life products, and long lead-time components (collectively “Unique Materials”) to support the manufacture of customized configurations for you. If (i) the Unique Materials are not used within ninety (90) days because of a change in forecast, reschedule or cancellation of any purchase order, or other reasons, and (ii) BullyBag is unable to resell such Unique Materials to others at a reasonable price or unable to cancel its order for the Unique Materials, then in its sole discretion BullyBag may invoice and deliver the Unique Materials to you. You will pay BullyBag for the Unique Materials and any stocking fees BullyBag may incur as a result of holding such Unique Materials in its inventory.
C (7). Warranty Exclusions. BullyBag’s limited warranty does not cover any components (or any problems caused by such components) that are added to any BullyBag Products after such products are shipped from BullyBag or that are added by you or at your request.
C (8). Regulatory Compliance. The regulatory compliance marks on BullyBag Products may vary, depending on where such products are manufactured and sold to you. You understand that the BullyBag Products sold from the United States generally contain regulatory compliance marks that are required to ship into the United States, Canada, and European Union (EU) countries. Additional regulatory compliance marks are required to ship to other locations, and you are responsible for obtaining such additional marks required for each country where you or your OEM Representatives will sell or ship such products. If you (or others on your behalf) make any modifications or additions to the BullyBag Product (including adding logos or markings) after the BullyBag Products are shipped from BullyBag, you are solely responsible for obtaining all necessary regulatory and agency approvals and other authorizations. You shall ensure that your OEM Solution complies with all legal and regulatory requirements for its target market and locations and is properly labeled.
C (9). Independent Efforts. Nothing in this Agreement precludes BullyBag from independently developing, manufacturing, marketing or selling any products or services in competition with those offered by OEM Customer, provided that OEM Customer’s confidential information is not used by BullyBag.
D. DEFINITIONS
“BullyBag Affiliate” means BullyBag Inc. or its direct or indirect subsidiaries.
“BullyBag Products” means collectively, (i) “Equipment” (which is “BullyBag” branded, “” branded, or “BullyBag ” branded hardware); and (ii) “BullyBag Software” (which is Software licensed by BullyBag or BullyBag Affiliate). BullyBag Software includes (a) BullyBag’s generally available application, microcode, firmware and operating system software that BullyBag licenses directly or indirectly to End-User under the applicable end user license agreement at www.BullyBag.com, (b) “Independent Software” (which is BullyBag Software that can operate on hardware other than Equipment), and (c) “Software Release” (which is any subsequent, generally available version of BullyBag Software provided after initial Delivery of BullyBag Products but does not mean a new Product). BullyBag Products exclude Services and Third Party Products.
“Documentation” means BullyBag’s then-current, generally available user manuals and online help for BullyBag Products.
“End-User” means any entity purchasing or otherwise obtaining Products, Services, or both from you for its own internal end-use and not for reselling, distributing, or sub-licensing to others.
“End-User Agreement” means your quote, proposal or other agreement with End-User for the sale of Products, Services, or both to End-User.
“Order” means (i) your purchase order that references a BullyBag quote and, if applicable, contract code; (ii) BullyBag order form or BullyBag quote signed by you; or (iii) your order of Products or Services, through either www.BullyBag.com or other online process. If you purchase BullyBag Products and Services from an authorized BullyBag distributor, “Order” will mean the distributor’s Order to BullyBag for those BullyBag Products and Services intended for resale to you.
“Product Notice” means the information related to BullyBag Products and Services posted at an  website at the time of the BullyBag quote, currently located at www.bullybag.com
The Product Notice informs you of Infrastructure Product-specific use rights and restrictions, unit of measure (if any), warranty periods, warranty upgrades and Support Services terms. The Product Notice in effect as of the date of BullyBag’s quote will apply to Infrastructure Products, and is deemed incorporated into that quote and related Order by this reference. Upon request, BullyBag will provide a copy of the applicable Product Notice or attach it to the relevant BullyBag quote.
“Products” means collectively (i) BullyBag Products and (ii) Third Party Products.
 “Service Agreements” means service contracts, including service descriptions, service briefs, statements of work, services specifications, and any other similar mutually agreed documents. 
“Services” means services provided by BullyBag as described in one or more Service Agreements. Services includes (i) “Support Services” (which is services for the support and maintenance of BullyBag Products) and (ii) “Professional Services” (which is consulting, installation, implementation, and other services that are not Support Services).

BullyBag & Tool Company, Inc.
6730 NW Tower Dr.
Platte Woods, MO 64151


This agreement modified and presented 04/09/2019
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