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Vending Licensing Agreement For Full Line Machines, Bulk Machines, and Honor Boxes

Vendor Information
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(Hereinafter, the "VENDOR")
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Item/Unit information
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This licensing agreement is entered into this day by and between The National Children's Cancer Society (NCCS) a non-profit corporation located at 500 North Broadway, Suite 1850, St. Louis, MO 63102 and vendor as named above.
THEREFORE, in consideration of the mutual promises set forth herein the VENDOR agrees and promises:
1. To only represent the true status and the nature of the relationship with The National Children’s Cancer Society, to-wit: VENDOR is actually the owner and operator of the vending machines and/ or honor boxes, (hereinafter, “units”) that VENDOR has a license to display the label of The National Children’s Cancer Society for which the VENDOR pays a fixed amount regardless of sales.
2. To pay (regardless of proceeds) an agreed, fixed, payment per label to the NCCS.
3. To display only labels provided to the VENDOR by the NCCS.
4. To hold the NCCS harmless against claims or liabilities arising from unauthorized use of its name or literature. To indemnify and hold the NCCS harmless from any and all claims and liability which may arise out of any activities of the VENDOR in furtherance of this licensing agreement, from any acts or omissions of its agents or employees, or from the operation of its units. The VENDOR also indemnifies the NCCS against any claim or liability arising from the products or services it sells. The VENDOR will provide the NCCS with such financial surety as is satisfactory to the NCCS.
5. VENDOR shall be responsible for placement, maintenance, and operation of units, and in all cases give those with whom units have been placed a method whereby he or she can be reached between regular service calls to deal with service matters. The units shall be in good working order.
6. To conduct all its business affairs in a moral, ethical & reasonable manner & to comply with all applicable local, state & federal laws, including, obtaining appropriate business licenses and permits.
7. This licensing agreement shall be continuous unless one party gives notice to the other, in writing, of its intention to terminate the licensing agreement. Either party may terminate licensing agreement by giving written notice. If this licensing agreement is terminated, then VENDOR agrees to remove and return all labels bearing the NCCS logo. Any termination shall be effective ninety days after the date it was mailed. The party breaching this licensing agreement shall have thirty (30) days to rectify any breach from the date of the notice of termination.
8. This licensing agreement is not transferable and the sale of units to others does not relieve VENDOR from responsibilities of this licensing agreement. VENDOR must return all NCCS labels in order to properly terminate this licensing agreement. Purchaser of units will be required to enter a separate licensing agreement with the NCCS and obtain their own NCCS labels.
9. VENDOR shall make monthly royalty payments due on 15th of each month as agreed upon, unless paying annually. Automatic payments may be set up, online payments are accepted, or checks payable to: NCCS Vending Program Coordinator, 500 North Broadway, Suite 1850, St. Louis, MO 63102.
10. This licensing agreement shall not be amended except by a memorandum in writing signed by both parties. This licensing agreement constitutes the entire licensing agreement between the parties. The parties signing this licensing agreement on behalf of their respective entities have made truthful representation that they have the authority to make binding licensing agreements on behalf of their respective entities.
11. The parties agree in the event a dispute should arise by and between the parties concerning the terms or conditions, the dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration proceeding shall take place in St. Louis, Missouri, and the decision of the arbitrator appointed by the American Arbitration Association shall be binding upon each of the parties hereto, and the arbitrator shall have the discretion to award costs and attorney's fees. The decision of the arbitrator shall be binding and non-appealable.
12. The undersigned VENDOR does hereby acknowledge and agree that no representations of any kind whatsoever have been made to me by the NCCS, or any of its authorized representatives. I realize that the placement of the units will be left to my own initiative, and the success of my participation in this program is solely dependent upon my ability to have the units placed in appropriate public locations. The NCCS has not made any representations relative to the ease of placement or financial success as result of my participation in this program.
13. I understand and agree that the labels provided may only be utilized in connection with approved units and for no other purpose. NCCS LABELS CANNOT BE DUPLICATED OR ALTERED. The purchase of NCCS labels does not grant me any other rights in relation to using the NCCS logo. Any redistribution or reproduction of the NCCS logo is prohibited without express written authorization from NCCS. Unauthorized use may lead to legal action.
14. I agree that there will be no type of contest or gambling associated with NCCS labeled units.
I have read the Vending Licensing Agreement and I declare that the information furnished on this application form is true and correct to the best of my knowledge. By clicking the “Submit” button below, I fully understand the contents, meaning, and commitment to the NCCS I am making.
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