By clicking “I agree” below, as the business owner and in order to become a Member of The Boutique Hub (TBH), my business and I (collectively, “Member”) agree to the following conditions and terms (“Agreement”):
General Overview
To operate as collaborators in an effort to provide as much mutual benefit as possible to each other in a true partnership, confirmed by Member and noted within each Member’s individual contract.
That TBH may offer additional opportunities that may require additional spend, but will not execute any benefits without the expressed written consent of Member.
That TBH will perform all available benefits within Member’s contract for the period of 1 (one) year, with automatic renewal, with the understanding that events, direct marketing collateral and/or other opportunities may be executed within the following year.
To operate as independent contractors of the other. That neither TBH, nor Member, are to be considered company owners, consultants, or of a joint venture of, or with, the other. Neither party shall exercise control over the activities and operations of the other party. The Parties shall each conduct all of its business in its own name and as it deems fit, provided it is not in derogation of the other’s interests. Neither party shall engage in any conduct inconsistent with its status as an independent contractor, have authority to bind the other with respect to any agreement or other commitments with any third party, nor enter into any commitment on behalf of the other.
Payment Terms
Where applicable, all payments to TBH must be made in full upon receipt of an invoice unless otherwise specified.
All payments remitted to TBH are non-refundable.
Strategic Partnership Program Specifics
Except as may be required by law, no party hereto shall issue advertising, promotional activity, press or publicity release relating to this Agreement without securing the prior written consent of such other party.
TBH is not held liable to provide additional benefits beyond what has been stated in the contract that has been confirmed and signed by Member.
That Member understands that it is leveraging TBH’s membership network for branding and marketing opportunities to Member’s target audience(s) in an effort to generate leads and that TBH cannot guarantee any amount of closed business.
TBH is leveraging Member’s value proposition, geographic location, skillset, proprietary offering and/or market share as a benefit to its membership.
Member understands that under no circumstances will TBH directly share bulk membership information (names, email addresses, phone numbers, physical addresses) with Member, excluding personalized introductions made via email.
Member may be required to provide access, collateral and/or information to TBH. Failure to provide these aforementioned-type items may result in TBH’s inability to properly and successfully execute the terms of the contract. TBH will make any and all reasonable attempts to hold Member accountable for delivery of requested and/or required items.
Confidentiality
The Parties covenant to each other that neither party shall disclose to any third party any information regarding the terms and provisions of this Agreement or any confidential information which has been identified as such by the other party hereto except:
to the extent necessary to comply with any law or valid order of a court of competent jurisdiction (or any regulatory or administrative tribunal), in which event the party so complying shall so notify the others as promptly as practicable (and, if not possible, prior to making any disclosure) and shall seek confidential treatment of such information, if available;
as part of its normal reporting or review procedure to its auditors or its attorneys, as the case may be, so long as they are notified of the provisions of this Agreement;
in order to enforce its rights pursuant to this Agreement;
in connection with any filing with any governmental body or as otherwise required by law, including the federal securities laws and any applicable rules and regulations of any stock exchange or quotation system; and
in a confidential disclosure made in connection with a contemplated financing merger, consolidation or sale of capital stock of the Parties.
Information which is or should be reasonably understood to be confidential or proprietary includes, but is not limited to, information about TBH, sales, cost and other unpublished financial information, product and business plans, projections, marketing data, and sponsors but shall not include information
already lawfully known to or independently developed by a party, disclosed in published materials other than through a breach of these confidentiality provisions, generally known to the public other than through a breach of these confidentiality provisions, lawfully obtained from any third party or required to be disclosed by law.
Indemnification
Member shall indemnify and hold harmless TBH, its advertisers and other suppliers and any related third parties, against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees and expenses of attorneys chosen by TBH) as and when incurred, arising out of or based upon any act or omission or alleged act or alleged omission by Member in connection with the acceptance of, or the performance or non-performance by Member of, any of its duties under this Agreement or arising from the breach by Member of its warranties, representations or covenants contained in this Agreement.
TBH shall indemnify and hold harmless Member, against and in respect of any and all claims, suits, actions, proceedings (formal and informal), investigations, judgments, deficiencies, damages, settlements, liabilities, and legal and other expenses (including reasonable legal fees and expenses of attorneys chosen by Member) as and when incurred, arising out of or based upon any act or omission or alleged act or alleged omission by TBH in connection with the acceptance of, or the performance or non-performance by TBH of, any of its duties under this Agreement or arising from the breach by TBH of its warranties, representations or covenants contained in this Agreement.
Intellectual Property
TBH will indemnify Member from any third-party claim alleging that any delivery of Partnership benefits infringe on intellectual property rights of such third party. Member will indemnify TBH from any third-party claim alleging that any materials provided by Member infringe on intellectual property rights of such third party.
Each party agrees to defend and/or handle at its own expense, any claim or action against the other party or its Members (including without limitation, its parent, subsidiaries, officers and directors) for any actual or alleged infringement of any intellectual or industrial property rights, including, without limitation, trademarks, service marks, patents, copyrights, misappropriation of trade secrets or any similar proprietary rights, based upon the Agreement or any portion thereof furnished or utilized by such party or based on the other party’s use thereof. Each party further agrees to indemnify and hold the other party and its Members harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees) associated with any such claim or action. Each indemnifying party shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin applicable to contracts made and performed therein, without regard to principles of conflicts of laws.
Mediation
Any controversy or claim arising out of or relating to the Agreement, or the breach there, shall be the subject of resolution efforts by the Chief Executive Officers and General Counsels directly involved in the origin of the dispute, of each party for at least 30 days prior to any action being commenced. The Parties acknowledge and agree that prior to initiating any litigation regarding such dispute, they shall submit their dispute to a mutually agreeable mediator for purposes of conducting non-binding mediation in an effort to resolve the dispute without the necessity of litigation.
Any unresolved disputes shall be settled exclusively by arbitration. Such arbitration shall be conducted before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association when in effect. If arbitration is commenced by TBH, it shall take place in Onalaska, Wisconsin. If arbitration is commenced by Member, it shall take place in Member Legal State. Judgment may be entered on the arbitrator’s award in any court having jurisdiction, and the parties irrevocably consent to the jurisdiction of the courts of Wisconsin and Member Legal State for that purpose. The parties waive personal service in connection with any such arbitration; any process or other papers under this provision may be served outside Wisconsin or Member Legal State by registered mail, return receipt requested, or by personal service, provided a reasonable time for appearance or response is allowed. All decisions of the arbitrator shall be final and binding on the parties. The parties shall equally divide all costs of the American Arbitration Association and the arbitrator. Each party shall bear its own legal fees in any dispute. The arbitrator may grant injunctive or other relief.
Force Majeure
Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the affected party, including but not limited to fire, floods, failure of communications systems or networks, embargoes, war, acts of war (whether war is declared or not), insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other party; provided, however, that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with reasonable dispatch whenever such causes are removed. Either party shall provide the other party with prompt written notice of any delay or failure to perform that occurs by reason of force majeure. The parties shall mutually seek a resolution of the delay or failure to perform as noted above.
Termination & Severability
Either party may terminate the Agreement by giving written notice no earlier than three months after the Effective Date. Termination will be effective 30 days after the date on which written notice is provided
This Agreement may be terminated by either party on 60 days’ prior written notice to the other party upon the occurrence of a material breach by the other party of any covenant, duty or undertaking herein, which material breach continues without cure for a period of 30 days after written notice of such breach from the non-breaching party to the breaching party
In the event that a sale or distribution of all or substantially all of the assets of Member or in the event that Member or Member’s services begin to compete directly with TBH Services, TBH may, in its sole discretion, terminate this Agreement immediately.
Either party may terminate this Agreement in writing with immediate effect:
Upon the institution by the other party of proceedings to be adjudicated a bankrupt or insolvent, or consent by the other party to institution of bankruptcy or insolvency proceedings against it or the filing by the other party of a petition or answer or consent seeking reorganization or release under the Federal Bankruptcy Code, or any other applicable Federal or state law, or the consent by the other party to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, or other similar official of the other party or of any substantial part of its property, or the making by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of an assignment for the benefit of creditors, or the admission in writing by the other party of its inability to pay its debts generally as they become due or the taking of corporate action by the other party in furtherance of any such actions;
if, within 60 days after the commencement of an action against the other party seeking any bankruptcy, insolvency, reorganization, liquidation, dissolution or similar relief under any present or future law or regulation, such action shall not have been dismissed or all orders or proceedings thereunder affecting the operations or the business of the other party stayed, or if the stay of any such order of proceeding shall thereafter be set aside; or if, within 60 days after the appointment without the consent or acquiescence of the other party of any trustee, receiver or liquidator or similar official of the other party, or of all or any substantial part of the property of the other party, such appointment shall not have been vacated.
Should one or more provisions of this Agreement be or become invalid, the parties hereto shall substitute, by mutual consent, valid provisions for such invalid provisions which valid provisions in their economic effect are sufficiently similar to the invalid provisions that it can be reasonably assumed that the parties would have entered into this Agreement with such valid provisions. In case such valid provisions cannot be agreed upon, the invalidity of one or several provisions of this Agreement shall not affect the validity of this Agreement as a whole, unless the invalid provisions are of such essential importance to this Agreement that it is to be reasonably assumed that the parties would not have entered into this Agreement without the invalid provisions.
Amendment
TBH may amend any of the terms and conditions contained in this Agreement at any time at our sole discretion. Such amendments shall take effect when emailed to Member. TBH, in its sole discretion, reserves the right to notify Member by e-mail and further reserves the right to withhold notification of any changes made to this Agreement. Amendments may include, but are not limited to, changes in the scope of available Commission Fees, Commission Fee amounts/percentages, payment procedures, Commission Fee payment schedules, and TBH Strategic Partner Program rules. If any modification is unacceptable to Member, Member’s only recourse is to terminate this Agreement. Member’s continued participation in the TBH Strategic Partner Program following TBH posting of a change notice or new agreement on the TBH website will constitute binding acceptance of the change.
Appendix 1
Honesty and integrity are our greatest values, let’s abide by them together and grow the greater retail boutique, wholesale, and fashion industry. Community over competition applies to all areas of TBH.
Last updated July 13, 2022
