OMGYM® RESELLER PROGRAM TERMS AND CONDITIONS
INTRODUCTION
These terms and conditions are set forth by OmGym International LLC, hereafter referred to as OmGym, and apply to all resellers. Please read these terms and conditions carefully before submitting your reseller application. By purchasing from OmGym International LLC with a reseller account, you agree to be legally bound by these terms and conditions. Resellers are retail partners that include both wholesale and drop-ship account holders.
A Wholesale Account Holder will have access to exclusive codes for the OmGym website, enabling the account holder to purchase group quantities of our specialized products at a wholesale discount. Wholesale prices are uniform and every approved business entity is offered the same rate, depending on order quantity. Businesses that have a physical retail location and/or product warehouse generally prefer wholesale purchasing over drop-ship purchasing.
A Drop-Ship Account Holder has authority to purchase one unit at a reduced rate and have it shipped directly to the customer. This is a preferred solution for online retailers who would like to avoid an initial investment and the expense of warehousing and packaging. Drop-ship customers must have the Complete OmGym® Suspension System listed on their website in order to begin using their account.
GENERAL
While every effort has been made to ensure that the information contained on our website is accurate and up-to-date, OmGym International LLC shall not be held liable for any omissions, errors or price changes. By engaging in this business-to-business relationship, the reseller agrees to keep up-to-date on OmGym growth and changes, as necessary, to ensure smooth business practices. The reseller is expected to review emailed updates from OmGym in order to maintain the necessary understanding of such changes. It is the reseller's responsibility to keep up-to-date on information and changes from OmGym International LLC.
TRIAL FOR BUSINESS OWNERS
If you are interested in trying the OmGym Suspension System before purchasing wholesale for your business, you can order one unit at retail price (with a fifteen day money-back guarantee. (Returns received 1 - 14 days equal full refund. Returns received 15 - 30 days are minus a 20% restocking fee). Should you choose to then make a wholesale purchase within 30 days of owning the OmGym Suspension System, we will credit the difference between the retail price paid and the wholesale price paid for your wholesale purchase. Purchase on the online retail store and completion of the Reseller/Drop-Ship Application is necessary to begin this process. This is not applicable on drop-ship orders or when the initial purchase is made through any third party or reseller.
APPROVAL
In order to place a wholesale or drop-ship order you must first be approved for that type of account. OmGym maintains strict standards in order to maintain the integrity of our brand. Approval generally occurs within 24-48 hours of submitting your application, but may take more, depending on information submitted and/or information needed. OmGym reserves the right to deny any reseller application at any time. As part of the approval process, we look for trusted businesses with a history of customer satisfaction that serve the health and fitness industry.To expedite the approval process, make sure to fill out the reseller application as completely and accurately as possible, as lack of information could cause delay. Once you are approved, you will receive a confirmation email and your login information will become active. Make sure to check both your inbox and spam-box to look for the login confirmation if you have not seen any confirmation within 7 business days.
Select resellers may be approved for a wholesale account, but not a drop-ship account, and vise versa. We require that drop-ship customers have a website with a store with related merchandise.
OMGYM®INTERNATIONAL AUTHORIZED RESELLER
Once the reseller is approved by OmGym, the reseller is granted the right to refer to his/her business entity as an OmGym Suspension System Authorized Reseller. An OmGym Authorized Reseller, hereafter named the reseller, is defined as a merchant who has been authorized directly by OmGym to buy and sell product, whose conduct is consistent with OmGym policy, and who agrees, signs and complies with this agreement, upon which the reseller has all rights as herein stated.
SHARING OF LOGIN INFORMATION
Companies may not share wholesale or drop-ship accounts and/or Discount Codes. Any login information is private information and should be disclosed only to team-members who have full authorization to make purchases on your company's behalf. Anyone given access to your account, passwords and/or codes will have full ability to make purchasing decisions. OmGym cannot be held liable for any incorrect purchases as a result.
OUR INVENTORY
All products are subject to availability. Not all products offered by OmGym are available with drop-shipping and/or wholesale discounts. Products and descriptions that are available for resellers' discounts can be viewed in the wholesale/drop-ship zone of the OmGym website, which requires your personal log-in for viewing. If products & descriptions are not available via the OmGym website, please email Info@OmGym.com for further information. Colors of the OmGym Suspension System change both seasonally and according to demand. While we will make every attempt to fill each order exactly as requested, OmGym reserves the right to substitute colors in order to fill orders in a timely manner. OmGym will notify resellers of color changes whenever possible. OmGym currently continually manufactures red/orange (also known as red/tangerine) and blue/turquoise (also known as sapphire/turquoise) and recommends these colors for all reseller websites. OmGym reserves the right to discontinue products or colors at anytime. Items on backorder are subject to additional delays and restock dates can be approximated, although never guaranteed
ORDERING ONLINE
We strongly encourage all orders to be placed online in order to maximize security, accuracy, and efficiency. Orders placed via phone are subject to human error. All orders placed should be reviewed immediately when electronic receipt is received. Any errors must be reported immediately to avoid shipping delays and/or faulty order processing. When placing drop-ship orders with us, make sure to input your billing address along with the customer's shipping address and customer's email so that the customer receives the tracking number. Any errors made by the drop-ship buyer will be the sole responsibility of the drop-ship buyer.
RESELLER PRICING
We try to ensure prices displayed on our website are correct at all times. However, should a pricing error arise, we will inform you of the correct price as soon as possible and you may choose to either proceed with, or cancel the order. In the event of a genuine website error or inaccuracy we reserve the right to withdraw an offer immediately. We also reserve the right to cancel all confirmed orders that are subject to genuine website error or inaccuracy.
Special promotions and advertised discounts do not apply to wholesale orders, unless otherwise stated.
MINIMUMS
For wholesale orders of the OmGym Suspension System, we require a minimum purchase of 6 units to receive 35% off, 12 units to receive 45% off, or 25 units to receive 50% off. We do not send single units at wholesale prices under any circumstance.
Stands and accessories have varied discounts and minimums in the wholesale section.
For drop-ship orders, we offer a 25% discount on each OmGym® Suspension System sold at retail price.
CUSTOM COLORS
Custom colors may be produced with a minimum order of 120 units for solid tones (IE: jade) or 240 units for dual tones (IE: red/orange). Custom colors can be selected by using the Pantone Matching System. Please inquire with OmGym International via info@OmGym.com if interested.
PAYMENT
Payment is taken when the order is placed. Please note that orders must be paid for in-full before they are dispatched. No credit terms are offered at this time. Checks are accepted with pre-approval and may cause a delay of up to 10 business days. Please notify us at info@omgym.com before sending payment. OmGym International will provide the mailing address for checks if/when pre-approval has been granted. Checks should be made payable to OmGym® International LLC. Any checks returned due to insufficient funds, account closed or non-traceable, will subject the payor to a $50 administration fee. Any future orders will only be accepted upon advanced payment via cash, cashier's check, wire transfer or credit card. International checks will not be accepted. Wire transfer details may be provided upon request.
SECURITY
Credit card numbers are encrypted when the order is placed using 128-bit encryption. They are only decrypted after they reach our local computer. For your own security, we strongly discourage emailing full credit card details. Ordering with us is very secure and if you have any concerns about security please contact us directly.
DELIVERY
The reseller is fully responsible to provide a reliable shipping address, email address, and phone number to be reached. If the reseller cannot be reached after 24 hours and the package or packages must be returned to the shipper, the reseller is responsible for all shipping expenses. If the reseller provides wrong shipping information, such as a wrong address, any losses incurred as a result are the full responsibility of the reseller. All customs and import fees are the sole responsibility of the reseller once the order has been dispatched from our warehouse. Upon receipt of the tracking number, it is solely the reseller's responsibility to track the shipment's whereabouts and be available for the delivery. OmGym will not be held responsible as a result of lack of availability and/or miscommunications by the receiver. Inventory that is received due to incorrect/unreliable shipping information will be reshipped upon the receipt of payment for new shipping charges. OmGym will not apply any additional charges on our behalf. Should payment of reshipment be refused, the order will be treated as a return and subject to a restocking fee. Drop-shippers are expected to maintain this policy with retail customers, as mistakes made by retail customers will not be compensable or absorbed by OmGym International LLC.
DELIVERY TIMES
Delivery times vary, depending on the method of shipment. Shipments typically are received within 4 - 6 days, but please allow up to 7-10 days for shipments within the continental US. Delivery times are not guaranteed, as deliveries are carried out by third parties. OmGym International LLC will not be held liable for any deliveries that fall outside this timescale. International orders may take up to 10 weeks depending on geographic region, and customs may add additional delays.
RECEIVING GOODS
When your order is delivered, you must count the items and check for any damage. Any shortages or damages must be reported to OmGym within 48 hours of delivery. OmGym cannot be held responsible for shortages or damages if not notified within 48 hours. This does not affect your statutory rights in the event of the goods being faulty. If you refuse or return the delivery for any other reason than the goods being damaged in transit, you are responsible for all outward and return freight charges and miscellaneous costs.
ORDER CANCELLATIONS/RETURNS
The OmGym 15 day trial period does not apply to wholesale orders. We do honor a 30 day wholesale cancellation policy for unused merchandise. Merchandise sent back within 30 days from the date of receipt is subject to a 20% restocking fee. If you wish to cancel an order, you must let us know by sending an email to Info@OmGym.com. You may cancel your order for a full refund prior to your order being shipped. If you cancel your order after it has been shipped, you are responsible for any and all freight charges incurred by OmGym LLC. Any unpaid freight and/or customs charges will be deducted from your refund. We advise you to check the status of your order before you cancel. Any unpaid freight, customs charges and/or miscellaneous related costs will be reimbursed by the reseller within 30 days of notification if a refund has already been issued.
For partial order returns, it is necessary to maintain the minimum purchase amount in order to keep the same discount rate when finalizing the invoice.
Color changes are subject to restocking fee. Description of exact color shades are identifiable with the Pantone Measure System and may be requested before order is placed in order to insure satisfaction. Please be aware that monitor calibration may affect the appearance of any color and therefore the only PMS color matching system can be relied upon.
CUSTOMER SERVICE & CUSTOMER RETURNS
Resellers are responsible for all customer service, including sales, delivering correct product information, and returns. Should you or your team not be available to provide adequate customer service, we recommend setting up an affiliate account with OmGym for your customers to purchase OmGym product, while offering you a percentage of gross sales. Adequate customer service includes phone accessibility at least 30 hours per week, prompt response (within 24 hours on business days) to all customer emails, and efficient means for pick-up, delivery, and/or return of product. For drop-ship orders, we do reserve the right to contact the customer directly if necessary.
We strongly recommend that you encourage each of your customers to sign up for our email list. This will increase customer loyalty by helping them to gain more information about using the product in ways that boost their health and longevity. This will also lead to financial returns via our Affiliate Program, should you sign up.
ON-SITE TRYOUTS
Should a reseller elect to allow on-site/in-store try-outs, we advise that a qualified movement professional be present in order to oversee each participant. The reseller must follow all safety guidelines as set forth by OmGym International LLC, including a mandatory liability waiver signed and dated by each participant. All reasonable precautions must be taken. OmGym International LLC does not accept liability for faulty instruction, or unsafe set-up or use. Minors are not permitted unless accompanied and supervised by his/her parent or legal guardian, upon furnishing a liability waiver by their respective parent or legal guardian.
LIABILITY
OmGym shall not be held liable for any act, omission, misinformation or misrepresentation made by the reseller. Each reseller must carry general liability insurance in case of any liability claim that arises. It shall be the sole responsibility of the reseller who will hold OmGym harmless and indemnify any losses flowing from reseller's negligence. Any injury if so caused will be the sole responsibility of that reseller.
LIABILITY WAIVER
Liability waivers should be a mandatory requirement before use or tryout of the OmGym Equipment is allowed. Liability waivers can be found in the reseller zone on the OmGym website or requested via email to Info@OmGym.com All liability waivers shall be returned in original to OmGym. Reseller may keep a copy for its own record.
COLLECTING LIABILITY WAIVERS AND EMAILS
Any contact information or personal information collected from the liability waivers must be forwarded to OmGym and cannot and shall not be used by any reseller for any purpose except upon express consent from OmGym. A copy may be kept for a record.
RECOMMENDATIONS TO CUSTOMERS
While we recommend using the OmGym Suspension System for many purposes, we cannot make medical claims to customers. No reseller should offer medical advice unless legally qualified to do so. All reseller websites should include a disclaimer to this effect. Any liability or any other claim resulting from failure to follow this warning will be the whole and entire liability of the reseller and all resellers will hold OmGym harmless and should indemnify for any losses and costs incurred.
INTEGRITY OF BRAND
OmGym works hard to maintain a trusted brand. It is imperative that each of our resellers show courtesy and respect towards customers while maintaining an honest business in all ways. We reserve the right at any time to discontinue business with anyone who does not maintain our operating standards in any way.
BRAND LOYALTY
Resellers carrying competing products, including any knock-offs or similar looking equipment, will be subject to immediate termination of reseller agreement. Any advertisement or search engine optimization using the OmGym trademark in conjunction with the sale of other products will be considered an illegal violation of trademark law.
RETAIL PRICING
OmGym International LLC reserves the right to change the advertised price of a product at any time. Resellers must maintain the current suggested retail price when advertising. Reduced advertised pricing devalues the product in the public eye and is damaging to the OmGym brand. Intentional undercutting will not be permitted, as we would like customers to purchase through the company that has invested in the promotion of OmGym products, as opposed to the company who is simply undercutting other resellers. Failure to maintain the current Suggested Retail Price could result in an immediate termination of the reseller's account and reseller may be held liable for any resulting damages. Onsite price reductions and sales are not recommended but are at the discretion of the reseller. No discounts, sales, free shipping, or reduced pricing of any sort pertaining specifically to OmGym products may be advertised in any way.
RECEIPTS
We require all resellers to provide customers a receipt for purchase of OmGym products with the following information: name of reseller/ business, date of sale, name of product sold. This is imperative when handling returns and/or warrantee issues.
CUSTOMER RETURNS
For customer returns, customers must return merchandise at the original place of purchase (your business), and honor your store policy. For stores with more liberal policies (IE: allow returns on used merchandise), that is at your discretion, however please note we do not accept the merchandise back to OmGym International LLC outside of our return policy.
WARRANTY
OmGym offers a one year limited manufacturer's warranty for all retail purchases, including those made through resellers. This is limited to manufacturer's defects only. Resellers within the United States should refer any customer with an alleged claim directly to OmGym for handling. Customers must have their retail receipt. Shipping costs are not refunded to reseller unless product is defective upon receipt.
Resellers outside the US are expected to replace the OmGym® Suspension System out of his/her available stock and an extra unit will be added in the next order. In this case, resellers are expected to send a picture of the damaged piece then collect the defective product and a copy of the customer's original sales receipt to send back to us. No replacements will be offered after one year from the date of purchase. OmGym reserves the right to discontinue replacement through the reselling party should appropriate evaluations on merchandise not be met. Replacements are not offered for merchandise that has been used in any way other than what is advertised. Burned spots, chemical burns, tearing due to punctures, dog chewing, crushed handles from moving vehicles, etc are not covered under warrantee.
REPLACEMENT PARTS
Any customers with a problem in their merchandise not covered under warrantee should be referred directly to OmGym International LLC for replacement parts. Replacement parts are not available at wholesale discounts
AFFILIATE PROGRAM
Resellers may join the OmGym® Affiliate Program in order to profit from referred customers who are not able to purchase through the reseller directly.
Resellers are not able to apply "Product Credit Payout" towards wholesale/drop-ship pricing. "Product Credit Payout" can be used towards retail purchases only.
Any entity referred via the affiliate program may not be associated with the referring party. In other words, an affiliate may not register his/her business for wholesale purchasing as a separate entity in order to maximize profits. Such activity will be considered abuse of the Affiliate and/or Reseller Program and may result in forfeiture of any credit due. Any violation of the Affiliate terms and conditions may result in termination of the reseller's account.
OMGYM®WEBSITE
OmGym® strives to offer as much online help as possible. As a reseller, your input of information is generally welcome, and can be submitted via email to info@omgym.com .
Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by OmGym LLC shall be subject to correction without any liability on the part of OmGym® International LLC. Photographs are for illustrative purpose only, and may not exactly match the product itself. All measurements shown on our website are approximate. The information, services and products provided on and throughout this site are subject to change without notice.
RESELLER RESOURCES
All emails, brochures, newsletters, advertisements, instructions, or any other documents of any kind produced by OmGym® and are its proprietary intellectual property and cannot be used without express permission from OmGym®. Resellers are granted permission by OmGym® International LLC to use/license logos, images, and item descriptions found in the reseller zones for the sole purpose of reselling OmGym products. The reseller may not alter, duplicate, share or sell this intellectual property without the written permission of OmGym® International LLC. All usage of the OmGym® name/logo/website content is required to include a reference to OmGym® International LLC. The reference will include a link to the OmGym website at www.omgym.com. It is optional to include the phone number, 888-99-OMGYM/ (001) 305-318-3978. Additional explicit written permission from OmGym International LLC is required to use OmGym as part of a business name or domain name.
TRADEMARK NOTICE
OmGym®, as well as other marks indicated on our website and the logo forms of the foregoing marks, are trademarks and/or service marks (the "Trademarks") of OmGym® International LLC, a corporation organized and existing under the laws of the State of Florida ("OmGym"). The Trademarks may be registered in the United States or in other jurisdictions including internationally. OmGym's trademarks, service marks and trade dress may not be used in connection with any product or service that is not affiliated with OmGym in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits OmGym®. All other trademarks not owned by OmGym, its subsidiaries or affiliates that appear on this website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by OmGym.
Use of OmGym name can only be made if OmGym has given a license to that particular vendor or reseller. Any use without such license will be unlawful and OmGym reserves all rights and remedies available under the applicable laws. Use of the Trademarked name OmGym and/or logo as registered shall always be suffixed by letter R, indicating the registration of mark.
DESCRIPTIVE TERMS
We generally encourage resellers to use the term "OmGym Suspension System" for lingual consistency. We understand however, that different terms communicate more efficiently to specific audiences. When referring to the OmGym Suspension System, the following terms are considered legally acceptable:
“"OmGym Suspension System"
“"OmGym Suspension Yoga System"
“"OmGym Yoga Sling"
“"OmGym Bodyweight Trainer"
“"OmGym Inversion Sling"
“The following terms are NOT considered acceptable:
"The OmGym": while this wording is conveniently condensed, it creates trademark complications and in-turn has potential to be very damaging for the brand.
"OmGym Yoga Swing" or "Yoga Swing": While this is commonly used as a descriptive term, it creates unnecessary liability for OmGym and its Resellers as the OmGym Suspension System was not design to be used as a swing. The term "yoga swing" or "OmGym Yoga Swing" may be used as keywords for Search Engine Optimization, but never advertised or used in any context that encourages customers to remember the product as a "yoga swing" and refer to it as such.http://www.omgym.com/Resources/TrademarkUsage.htm
USE OF OMGYM® TERMINOLOGY
An OmGym Teacher or Certified OmGym Teacher is defined as a person who has successfully completed the OmGym Teacher Training Certification program and who is on the active list of instructors.
An OmGym Class is defined as an instructional class scheduled by an OmGym authorized personnel.
An OmGym Workshop is defined as an instructional seminar or workshop scheduled by an OmGym authorized personnel.
An OmGym Authorized Reseller is not authorized for the scheduling of classes and workshops. Any authorization of such must be received in writing prior to any scheduling.An OmGym Class is defined as an instructional class scheduled by an OmGym authorized personnel.
An OmGym Workshop is defined as an instructional seminar or workshop schedule by an OmGym authorized personnel.
An OmGym Authorized Reseller is not authorized for the scheduling of classes and workshops. Any authorization of such must be received in writing prior to any scheduling.
USE OF EQUIPMENT
The use of OmGym® Suspension Systems is authorized for OmGym® Suspension Yoga, OmGym® Suspension Fitness, and OmGym® Suspension Therapy only. No authorization is given for use otherwise. OmGym® assumes no liability for use not as directed
Reseller must not alter equipment in any way. No materials shall be separated, omitted or added to the OmGym Suspension Systems. Instructional literature must be included as directed by OmGym.
OmGym equipment shall not be used as commercial samples under any circumstances, unless written permission is granted by authorized personnel of OmGym. No patterns, product designs, and spec kits may be based upon details of the OmGym Suspension System without prior written permission.
CLASSES
Any authorization to resell OmGym® Equipment is NOT an authorization to teach, host, or offer classes in any way. OmGym® assumes no liability for classes taught using OmGym equipment without prior written approval from OmGym International LLC for the conduct of classes. OmGym requires all aspiring teachers to complete the OmGym Teacher Training program and obtain official certification before teaching. OmGym® does not allow it's copyrights and marks to be used in conjunction with unauthorized classes, workshops, or any form of informal or non-endorsed instruction.
COPYRIGHT
Copyright material appears on the website, which is our property. We do not give permission for you to re-publish, alter, transmit or otherwise copy any material on the site outside of the "reseller tools" section, but you may download information from the website for your own personal use. Except as otherwise expressly permitted under copyright law, no copying, re-distribution, re-transmission, publication or commercial exploitation of downloaded material will be permitted without our express permission and that of the copyright owner.
In the "resellers' tools" section, images and descriptions may be used by your business only for the sole purpose of retailing OmGym products. These images and descriptions may only be used while you are actively selling OmGym products and your account with us is still active. We reserve the right to discontinue the allowance of this use at any time.
CLASSES, WORKSHOPS AND TEACHER TRAINING
This account is for the purpose of resale of OmGym Equipment ONLY, and not for the commercialized instructional use of such. Any teachers using OmGym Copyrights and/or Trademarks to provide instruction in any capacity must be authorized by OmGym International LLC. Resellers are not considered authorized instructors of any sort until permission is granted in writing and/or certification has been issued.
Resellers are prohibited from the copying of existing OmGym products and materials and/or creating any derivative works based on OmGym products & materials. Subject to § 107 through § 120 [17 USCS Sects. 107-120], OmGym International LLC is the owner of copyright under title 17 U.S.C. § 101 et seq. OmGym has the exclusive rights to do and to authorize any of the following: (1) to reproduce the copyrighted work in copies or phonorecords; (2) to prepare derivative works based upon the copyrighted work; (3) to distribute copies or phonorecords of the copyrighted work to the public by sale or other transfer of ownership, or by rental, lease, or lending; (4) in the case of literary, musical, dramatic, and choreographic works, pantomimes, and motion pictures and other audiovisual works, to perform the copyrighted work publicly; and (5) in the case of literary, musical, dramatic, and choreographic works, pantomimes, and pictorial, graphic, or sculptural works, including the individual images of a motion picture or other audiovisual work, to display the copyrighted work publicly. Anyone in violation of the laws as provided for in titile [17 USCS Sects. 107-120], protecting copyright belonging to OmGym International LLC, and made applicable pursuant to Bilateral Jan. 1, 1924; Berne (Paris) Apr. 10, 1928; UCC Geneva Aug. 10, 1962; WTO Jan. 1, 1995, are subject to liability for all damages incurred by OmGym International LLC.
To apply for teacher certification:
http://www.omgym.com/Training/TeacherTraining.htm
ALL RIGHTS RESERVED
OmGym International LLC reserves the right to amend, change or add to this agreement at any time with email notification to resellers.
It is the reseller's responsibility to update contact information, including valid Email address, at all times, with OmGym via email to Info@Omgym.com , Subject Line: Professional OmGym Reseller: New Contact Email Address. Reply email via OmGym required for official acceptance/record of receipt.
Any agreements made that are different from the terms and conditions stated in this agreement must be listed in writing and signed by an executive at OmGym International LLC. Verbal agreements will not be considered enforceable.
ARBITRATION
All disputes arising out of or in connection with the present contract shall be non-bindingly settled under the Rules of Online Arbitration by one or more arbitrators appointed in accordance with the said Rules.
CONSENT TO JURISDICTION
In the event that arbitration is not permissible by law, or is otherwise unacceptable by governing authorities, the parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in the County of Howard, State of Maryland. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of Howard, State of Maryland shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Agreement. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Agreement. Any final judgement rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgement and may be enforced in other jurisdictions in any manner provided by law.
INDEMNIFICATION
The reseller/drop-shipper will indemnify, hold harmless, and defend OmGym International LLC, and their respective officers, directors, members, managers, agents, and employees (collectively the "OmGym indemnified persons") from and against any and all actions, claims, demands, suits, or liability, including reasonable outside attorneys' fees and expenses (collectively "losses") actually and reasonably incurred by an OmGym indemnified person, to the extent such claim arises out of or is related to: (a) the reseller's/drop-shippers performance of its obligations under this agreement; and/or (b) any material breach of this agreement by the reseller/drop-shipper; except to the extent that such losses are caused by the negligence or misconduct of the OmGym indemnified persons. As of the effective date, the reseller/drop-shipper will use best efforts to require any third party that the reseller/drop-shipper contracts with related to this reselling/drop-shipping agreement to indemnify omgym in the same manner as any such third party indemnifies the reseller/drop-shipper.
SEVERABILITY
In the event that any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein, unless the deletion of such provision or provisions would result in such a material change so as to cause completion of the transactions contemplated herein to be unreasonable.
DISCLOSURE OF INFORMATION
Any and all information provided to OmGym International LLC, in the reseller application or otherwise, must be true, complete, and factual. Any intentional misrepresentation and/or omission may be damaging to OmGym, its officers, partners, affiliates, and its operations. Any such damages will be the responsibility of the reseller.
By submitting this application and checking the box to agree to the terms and conditions, the reseller agrees to the terms of this agreement. The reseller agrees that he/she is over the age of 18 and legally authorized to conduct business affairs in their place of business.