Dealer License Agreement
 

This Dealer License Agreement (hereinafter the Agreement) contains the Terms and Conditions that apply to an individual’s or entity’s participation in the "Phony Pony Dealer Program". As used in this Agreement, "we" means A-Able Companies, and "you" and "Dealer" means the applicant. "Phony Pony" is a registered trademark of A-Able Companies. "Site" means our World Wide Web site at http://www.cowhorncountry.com/pony.

Background

A-Able Companies owns all rights, title, and interest to the technology, and all content, that make-up our web site including any space available for advertising or other independent revenue producing mechanisms.
  1. Dealer Program Enrollment
    2.

    To begin the Phony Pony Dealer Program enrollment process, you will review this Agreement and complete the Dealer Application on our website. We will evaluate your application and will notify you of your acceptance or rejection. We may reject your application if we determine (using our sole discretion) that your website (if you have one) is unsuitable for the Phony Pony Dealer Program, for any reason, including, but not limited to, inclusion of content that is in any way promoting illegal activities, violence, sexually explicit materials, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
  2. Scope of Services
    3.

    1. Website
      2.

      We shall make available, through a hyperlink to our website, information on our products and services to visitors at the Dealer’s web site. We may add new content to our website, at our sole discretion, at any time.

    2. Licenses
      3.

      A-Able Companies grants Dealer, during the term of this Agreement, a royalty-free, non-exclusive license to establish the hyperlink(s) between your site and our site and to display official Phony Pony trade names, trade marks, service marks, products, and logos provided by A-Able Companies for marketing and promotion purposes only.
    3. Promotion
      4.

      Dealer agrees to generally promote the "Phony Pony" Tire Swing product. All such promotional materials and activities shall be approved by A-Able Companies before being made publicly available.
    4. Order Processing
      5.

      We have invested in the development of a state-of-the-art, online, order entry system. You will be assigned a Dealer ID and password that will enable you to access our password-protected Dealer website. We will expeditiously process all Dealer orders placed online at our private Dealer website. We reserve the right to reject orders that do not comply with any requirements that we may establish. We will be responsible for all aspects of order processing and fulfillment. Among other things, we will process your payments, cancellations, and returns; and handle Dealer service.
    5. Dealer Price Schedules
      6.

      Current Dealer Price Schedules, quantity discounts, and special promotions are posted on our private Dealer website. We reserve the right to change our prices, discount structure, and promotions at any time, for any reason.
    6. Term of the Agreement
      7.

      The term of this Agreement will begin upon our acceptance of your Dealer License Application, and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon termination of this Agreement, Dealer agrees to remove their hyperlink(s) to our website within five (5) business days.
    7. Modification
      8.

      We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on our website. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in our Dealer Program following our posting of a change notice or new agreement on our website will constitute binding acceptance of the change.
    8. Confidentiality and Non-disclosure
      9.

      In the performance of this Agreement, A-Able Companies and Dealer may obtain or develop certain information, which is considered by either to be proprietary and confidential, is designated in written form as confidential, which is not generally known other than by A-Able Companies or Dealer, and which provides commercial advantage to A-Able Companies or Dealer. Confidential information shall not include information that (i) is now or later becomes generally known to the public (other than as a result of a breach of this Agreement); (ii) is independently developed by A-Able Companies or Dealer; (iii) A-Able Companies or Dealer lawfully obtains from any third Party who has lawfully obtained such information; or (iv) is later published or generally disclosed to the public by A-Able Companies or Dealer. A-Able Companies or Dealer shall bear the burden of showing that any of the foregoing exclusions apply to any information or materials. A-Able Companies or Dealer shall not, without the other Party’s prior written permission, use for any purposes, unless it is in connection with this Agreement, reveal or make available to any person any proprietary or confidential information or trade secrets.

      A-Able Companies and Dealer shall limit access to proprietary information to those employees and agents to whom disclosure is necessary for the performance of this Agreement.
    9. Warranties; Disclaimers
      10.

      We make no expressed or implied warranties or representation with respect to the Dealer License Program or any products sold through the Dealer License Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.
    10. Relationship of Parties
      11.

      You and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or otherwise, that reasonably would contradict anything in this Section.
    11. Indemnification
      12.

      Each Party agrees to indemnify and hold harmless the other Party and the officers, directors, agents, affiliates, distributors, and employees of the other Party from and against any and all actions, causes of action, claims, demands, costs, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to the other Party’s representations, warranties, or other obligations under this Agreement.
    12. Limitation of Liability
      13.

      We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Dealer License Program, even if we have been advised of the possibility of such damages.
    13. Governing Law; Arbitration of Disputes
      14.

      This Agreement will be governed by the laws of the United States and the State of Florida, without reference to rules governing choice of laws.

      In the event of any controversy or claim arising out of or relating to any provisions of this Agreement or the breach thereof, the Parties shall try to settle such conflicts amicably between themselves. Any such conflict, which the Parties are unable to resolve, shall be settled by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. The demand for arbitration shall be filed within a reasonable time after the controversy or claim has arisen, and in no event after the date upon which institution of legal proceedings based on such controversy or claim would be barred by the applicable statute of limitations. Such arbitration shall be held in Tampa, Florida at the offices of the American Arbitration Association. The award through arbitration shall be final and binding.

      The prevailing Party in any arbitration shall be entitled to reasonable attorney’s fees. Either Party may enter any such award in a court having jurisdiction or may make application to such court for judicial acceptance of the award and an order of enforcement, as the case may be.
    14. Independent Investigation
      15.

      YOU AKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR WEBSITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE DEALER LICENSE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN IS SET FORTH IN THIS AGREEMENT.
    15. Miscellaneous
      16.

      You may not assign this Agreement, by law or otherwise, to any other person, firm, or corporation, and any such attempted assignment or transfer, without our prior written consent, shall cause this Agreement to be null and void. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

      All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving Party specified below (or at such different address as may be designated by such Party by written notice to the other Party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally recognized private express courier, and shall be deemed complete upon receipt.


      If to A-Able Companies, mail to:
      Cecil Whorton
      A-Able Companies
      4704 E. Hwy. 92
      Lakeland, FL  33801      		 Return To Application Form