Snapngo LLC, a Nebraska limited liability company, dba SNAPnGO (“SNAPnGO”) hereby invites Online Marketer to market and sell SNAPnGO products, parts and accessories online without any warranty labor, customer service or customer return obligations, pursuant to the terms of this Agreement (hereinafter, “Online Marketer Agreement” or “Agreement”).

Appointment and Authorization. SNAPnGO hereby appoints, and Online Marketer hereby accepts appointment as a member of the SNAPnGO/Online Marketer Alliance. Online Marketer is hereby authorized and appointed to conduct business as an Online Alliance Marketer at the ecommerce address provided at registration, pursuant to the following commitments, terms and conditions.

I. SNAPnGO’s Commitments to Online Marketer

SNAPnGO will:

  1. Sell SNAPnGO Electric Scooters to Online Marketer on the terms set forth herein. In this regard, SNAPnGO will strive to produce the highest quality products to best serve the needs and interests of the customer.
  2. Communicate with Online Marketer on a regular basis, to discuss purchase forecasts, SNAPnGO’s and Online Marketer’s expectations for sales and growth of sales, promotion of the SNAPnGO brand, etc..
  3. Make SNAPnGO product information and graphics available to Online Marketer in appropriate format for website and electronic advertising purposes.
  4. Authorize Online Marketer through a limited license to use the name “SNAPnGO” and “SNAPnGO” and other SNAPnGO trademarks to promote the sale of SNAPnGO products in accordance with SNAPnGO’s guidelines.
  5. Dropship for Online Marketer.
  6. Honor the SNAPnGO Limited Warranty provided with each SNAPnGO product.
  7. Indemnify, hold harmless and defend Online Marketer from and against any or all claims, suits, losses or actions of any kind or nature directly or indirectly arising out of a claim either (i) that SNAPnGO’s products or trademarks infringe the intellectual property rights of a third party, or (ii) that SNAPnGO’s products caused property damage or personal injury to any third party. This shall apply provided the Online Marketer has not been negligent or otherwise at fault in regard to the claim, suit, loss, or action, and has fully complied with all of the provisions of this Agreement.
  8. Be responsible for post-sale customer service and product returns and refunds pursuant to SNAPnGO’s limited manufacturer warranty and website return policy: www.e-snapngo.com/return-policy/. All product returns must be previously authorized by SNAPnGO with an assigned SNAPnGO RMA number to be eligible for refund.

II. Online Marketer’s Commitments to SNAPnGO

Online Marketer will:

  1. Make no warranty on behalf of SNAPnGO other than the Limited Manufacturer Warranty applicable to each SNAPnGO product.
  2. Make no customer return policy representations on behalf of SNAPnGO. Online Marketer’s website return policy must be no more favorable than SNAPnGO’s website return policy: www.e-snapngo.com/return-policy/.
  3. With respect to purchase and sales of SNAPnGO products:
    1. Accept orders via telephone or publicly accessible ecommerce enabled web pages hosted on authorized websites listed above and owned and operated by Online Marketer. Online Marketer selling on 3rd party sites (eBay, Amazon, Alibaba, etc.), drop-ship accounts (Buy.com, Newegg.com, Overstock.com, etc.) classified sites (Craiglist.com, Facebook Marketplace, etc.) or direct messages on forums is strictly prohibited.
    2. Online Marketer must restrict customer order shipments to shipping addresses located within the continental United States.
    3. Online Marketer may not sell in bulk to B2B accounts, wholesalers, or freight forwarders/drop shippers for other retailers. Online Marketer must only sell to Online Marketer’s end consumer.
    4. Online Marketer must understand its obligations under SNAPnGO’s MAP Policy and abide by them. The policy can be revised by SNAPnGO from time to time upon 30 days advance notice to Online Marketer of the revision.

III. Other Terms of Agreement and Conditions:

  1. This Online Marketer Agreement shall have an effective date beginning when executed by SNAPnGO and Online Marketer, and shall have an initial term ending August 30th. It shall automatically renew thereafter on September 1, for successive one year periods, unless terminated earlier. Notwithstanding any provision contained in this Agreement to the contrary, either SNAPnGO or Online Marketer may terminate this Agreement for any reason and without cause upon thirty (30) days advance written notice. It is agreed further that SNAPnGO shall have the right to make any changes in this Online Marketer Agreement upon thirty (30) days written notice.
  2. SNAPnGO and Online Marketer each agree to maintain in force at all times public liability insurance with a U.S. admitted carrier with limits of no less than $1,000,000 per occurrence and $2,000,000 annual aggregate. Online Marketer agrees to promptly notify SNAPnGO in the event of cancellation of coverage or change of carrier.
  3. SNAPnGO and Online Marketer shall be excused from having to perform any obligation under this Agreement by reason of strike, lockout, riot, war, fire, acts of God, accident, delays caused by suppliers, inability to obtain materials or manufacturing facilities, delays or carriers, compliance with any law, regulation or order, or any other unforeseen event beyond its control. Notwithstanding the foregoing, under no circumstances shall Online Marketer be excused from the obligation to make timely payments for products delivered pursuant to this Agreement.
  4. In the event one party materially breaches this Agreement, the other party may terminate this Agreement upon 5 business days written notice to such breaching party, unless such breach is fully cured to the reasonable satisfaction of the non-breaching party. In addition, SNAPnGO may immediately terminate this Agreement by giving written notice to Online Marketer, in the following instances:
    • Unauthorized sale, transfer or liquidation of Online Marketer’s business.
    • As to an authorized location, loss of occupancy of that location or removal to a new location.
    • Sales from or at any non-authorized location or ecommerce site.
    • Failure of Online Marketer to meet payment obligations to SNAPnGO.
    • Online Marketer’s bankruptcy, or insolvency.
    • Breach of any covenant under this Agreement.
  5. Online Marketer agrees SNAPnGO’s trademarks and other intellectual property are and shall remain the property of SNAPnGO, and SNAPnGO shall have the right to change the design, artwork, logo and/or symbols of SNAPnGO marks at any time without prior notice. SNAPnGO hereby grants to Online Marketer a non-exclusive, non-transferable limited license to use SNAPnGO trademarks, logo, and other marks during the term of this Agreement for the sole purpose of promoting SNAPnGO products; provided, such uses place SNAPnGO in the best possible light, consistent with SNAPnGO’s marketing philosophy, and consistent with SNAPnGO as a premium brand. Provided further, Online Marketer utilizes such trademarks, logo, and other marks as, from time to time, SNAPnGO may permit or direct. Upon termination of this Agreement, Online Marketer agrees to cease and desist all use of SNAPnGO trademarks, logo, and other marks, and return any property to SNAPnGO which contains such.
  6. Online Marketer agrees that Online Marketer is an independent contractor, and not an agent or franchisee of SNAPnGO.
  7. No waiver of any breach of this Agreement shall be deemed to waive any existing or subsequent breach of the same or another provision of this Agreement.
  8. In no event will SNAPnGO be liable to Online Marketer for incidental or consequential damages of any kind.
  9. The provision of this Agreement are severable. If any provision is deemed illegal or otherwise unenforceable, the remaining provisions shall remain in full force and be enforceable by and between the parties.
  10. This Agreement was entered into in the State of Nebraska pursuant to Nebraska law.