ffg media retail contract

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  • 8/14/2019 FFG Media Retail Contract

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    Company Name: _____________________________________________________________________________________ (hereafter APPLICANT)

    City: ________________________________ Street: _______________________________ State: _______________ Zip: _______________

    Phone: ( ______ ) _______ - _________ Email: ________________________

    APPLICANT is represented, and the terms of this agreement are personally guaranteed, by Mr/Mrs _________________________________________________(hereafter GUARANTOR)

    Whereas, APPLICANT desires to loan one or more units of the Fantasy Flight Media Center devices (hereafter theFFMC Devices(s)) utilizing such in itsretail store(s) for promotional purposes. Whereas, APPLICANT understands these devices are owned, and their content exclusively administered, byFantasy Flight Publishing, Inc (dba Fantasy Flight Games), a Minnesota Corporation with office at 1975 West County Rd B2, Suite 1, Roseville, MN, 55113,Phone Number: (651) 639 1905, email: [email protected], (hereafter FFG). Whereas, on the behalf of APPLICANT, GUARANTORagrees to personally guarantee the agreed execution of the terms hereunder, including, but not limited to, compensating FFG for financial losses incurredby APPLICANTs loss, damage, or misuse of the FFMC device(s) hereunder, including FFGs cost of collection (but not shipping), enforcement, and any legalfees should they be required.

    By signing this contract, APPLICANT herebyagrees to the following:

    1.0 Not Claim Ownership of the FFMC deviceShould FFG agree to loan one of its FFMC

    devices to APPLICANT, APPLICANTunderstands and agrees the FFMC device is,and will remain while on loan to APPLICANT,the sole and indisputable property of FFG.APPLICANT may not seek to collateralize thedevice in any way as an asset, or present thedevice to be owned by any party other thanFFG.

    2.0 Cover Loss and Damage to the DeviceWhile under loan to APPLICANT, should theFFMC device be stolen, or damaged beyondnormal wear and tear, APPLICANT will besolely responsible for reimbursing FFG $649.00(six-hundred and forty-nine dollars) inreplacement costs per device missing,damaged, or used beyond the scope of this

    agreement.

    3.0 Execute Steps of QualificationIn addition to executing this contract,APPLICANT agrees to do the following:

    a) Complete and deliver the FFMC ApplicationForm to FFG

    b) Prior to eachFFMC device lent, APPLICANTagrees to purchase a non-refundable FFGmerchandise restock order of no less than$999 wholesale cost (i.e. APPLICANTs cost)OR within a contiguous 3 month period,place multiple orders equalling no less than$1199 wholesale cost, from the followingvendor of choice (mark):

    - ACD Distribution

    - Aladdin Distribution

    - Alliance Distribution

    - Fantasy Flight Games

    - GTS Distribution

    - Hamps Supply

    - Lion Rampant Distribution (Canada)

    - Mad Al Distribution

    - PHD

    - Southern Hobby Distribution

    - Warpath Distribution

    Prior to the completion of point 3(b) above,APPLICANT must have received writtennotification from FFG, that APPLICANT hasqualified for the FFMC device.

    For the avoidance of doubt, APPLICANT shouldonly proceed with placing any restock order, asdetailed in section 3.0, afterit has delivered i)this executed contract, ii) the FFMCapplication, and iii) has been informed inwriting by FFG it has qualified for one or moreFFMC devices.

    4.0 Terms of Device LoanIn lending of the FFMC device to APPLICANT,APPLICANT agrees to the following:

    a) It has continuous access to a broadbandWiFi internet connection in every retaillocation it places an FFMC device for thepurposes described in section 4(b).

    b) It will prominently place each FFMC device

    in separate Hobby Games retail storelocations (unless it has agreed, in writingwith FFG, to do otherwise). That suchplacement shall be with the products fromFFGs product line carried at that location.The exact physical location of the FFMCdevice(s) shall be visible, prominent, andrelevant to its retail customers.

    c) That the physical location of each deviceshall have safe access to an electric outlet topower the device.

    d) That it will run the Fantasy Flight Channelapplication on the device, at an audio levelclearly heard by an average individual at adistance of min. 3 feet from the device,during all business hours.

    e) That the device will exclusively be used for

    the purpose of displaying the Fantasy FlightChannel information and interactivecontent. At no time should the device beused for any other purpose, unlessexplicitly directed or agreed by FFG inwriting.

    f) That it will not charge FFG any sumwhatsoever for the operation of the FFMCdevice(s), including, but not limited tointernet access, network bandwidth,physical space, maintenance,troubleshooting, or use of electricity.

    g) That, during normal business hours,APPLICANT will expediently cooperate withFFG in any maintenance or troubleshootingrelating to the FFMC device, including, but

    not limited to, software upgrades, hardwareproblems, software problems, and/orconnectivity problems.

    h) That data gathered from the FFMC devicesremain the sole property of FFG.

    5.0 Disclosure of Information GatheringIn having one or more FFMC devices operatingin its retail store(s), APPLICANT understandsand agrees that the following is acceptable:

    a) That the device will, via the internet,communicate with FFG on a constant basis.

    b) That as a result of this communication, thedevice will, upon request from FFG servers,automatically update its content, playlists,and/or behavior to FFGs specifications.

    c) That the device will gather informationabout itself, its use, and its surroundings.That such data will be sent to FFGconsistently, and may include, but is notlimited to:

    - FFMC device usage data- Activity times data

    d) APPLICANT understands that the content,playlists, and behavior of the FFMC deviceis wholly under FFGs control, and FFGdecisions about what to display andbroadcast, remain at FFGs complete controland discretion.

    6.0 Safe ContentIn signing this agreement, APPLICANTexplicitly does not recuse FFG from FFGs legalresponsibility to not project pornographic,slanderous, other such illegal content,including, but not limited to, third partycopyright infringement, via APPLICANTsdevices. By signing this agreement, APPLICANT

    will hold FFG responsible, and by FFG sendinga device to APPLICANT, FFG accepts thatresponsibility, for all content displayed on thedevice. By qualifying APPLICANT for receipt ofone or more devices, FFG holds APPLICANTharmless from whatever damages, costs, legalclaims, etc that may be filed by a third party forillegal use of content projected byAPPLICANTs FFMC devices.

    7.0 No Guarantee of EffectivenessAPPLICANT understands thatFFG does notwarrant that use of the FFMC device will resultin any additional sales or goodwill toAPPLICANT. Nor does FFG warrant the device

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    FFMCPLACEMENTCONTRACTFFGDOC2015v1.3

    mailto:[email protected]:[email protected]
  • 8/14/2019 FFG Media Retail Contract

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    will be without operating problems.

    8.0 No Guarantee of Delivery TimeAPPLICANT understands that, even if FFG hasqualified it for loan of one or more FFMCdevices, and even if APPLICANT haspurchased the required restock order(s) as persection 3.0, that FFG cannot guarantee anyfirm delivery date for the delivery of the FFMC

    device to APPLICANT.9.0 Cancellationa) APPLICANT may, at its sole discretion,

    decide to return its FFMC device(s) to FFG.To do so, APPLICANT must engage thefollowing sequence of Events:

    i. APPLICANT must inform FFG, in writing,it wishes to cancel this contract and returnits FFMC device(s).

    ii. FFG will, within 15 days of receivingsuch cancellation notice, schedule anationally recognized parcel courierservice (such as the United Parcel Service)to retrieve each FFMC device from

    APPLICANT. FFG and APPLICANT shallmutually agree on the exact date and timefor pickup of the FFMC device. NeitherFFG nor APPLICANT will unreasonablydelay or obstruct an expedient date forsuch pickup(s).

    b) If FFG suspects APPLICANT is not using thedevice as agreed in section 4.0 of thisagreement (judgement of which shall besolely at the discretion of FFG), FFG maycancel this contract with immediate effect,and arrange for the return of the FFMCdevice. To do so, FFG will engage, andAPPLICANT agrees to collaborate with, thefollowing sequence of events:

    i. FFG will inform APPLICANT in writingthat this contract is terminated and that theFFMC device(s) are to be returnedexpediently to FFG.

    ii. FFG will, within 15 days of sending suchcancellation notice, schedule a nationallyrecognized parcel courier service (such asthe United Parcel Service) to retrieve eachFFMC device from APPLICANT. FFG andAPPLICANT shall mutually agree on theexact date and time for pickup of the FFMCdevice. APPLICANT will not unreasonablydelay or obstruct an expedient date forsuch pickup(s).

    9.1. Safe Return Transportation and FinalDevice InspectionUnder both section 9(a) and 9(b) above, priorto FFGs pick up of the FFMC device(s)APPLICANT must securely package thedevice(s) for safe return transport to FFG atAPPLICANTs cost. APPLICANT agrees that, inthe event of shipping damages, it will be

    responsible the costs of any shipping damagenot covered by FFGs courier.

    Upon return of the FFMC device(s) to FFG,FFG shall inspect each device for damagebeyond normal wear and tear. If FFGverifiably determines the device to have beendamaged by APPLICANTs use, APPLICANTagrees to pay a one-time charge of $649.00,

    being FFGs replacement cost of the device. Insuch case, APPLICANT may request the returnof the old device(s), at its own cost of freight.

    If APPLICANT is unable to return the device,or to arrange the return of the device withinreasonable time, to FFG, FFG shall invoice,and APPLICANT shall immediately pay a$649.00 replacement payment to FFG.

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    In consideration of FFG loaning the FFMC device(s) as requested by APPLICANT, the undersigned unconditionally,personally, and irrevocably guarantees the terms and financial commitments outlined in this contract.

    I, the GUARANTOR, agree to, if necessary, pay any costs incurred hereunder on the behalf of APPLICANT. Includingany costs incurred in enforcement or collection (except shipping) or loss, or damages to FFG, including any legal fees

    should they be required. This guaranty survives the bankruptcy of the APPLICANT or GUARANTOR and binds myadministrators, successors, and assigns. My obligations under this guaranty continue even if the APPLICANT becomesinsolvent or bankrupt or is discharged from bankruptcy, and irrespective of any personal issues, grievances, or legalclaims that may arise between APPLICANT and myself. This contract is governed by the laws of the State of Minnesota.I consent to the personal jurisdiction and venue of federal and state courts in Minnesota.

    Signature : ______________________________________________________________

    Name (Print) : ______________________________________________________________

    Date : ______________________________________________________________

    Email a scanned copy of this signed contract to: [email protected], orFax a copy of this signed contract to: (651) 639 1764Postal mail a physical copy of this contract to:

    Fantasy Flight Games 1975 West Cty Rd B2 Roseville, MN 55113 ATTN: Digital Sales

    Marked FFMC Application

    mailto:[email protected]:[email protected]:[email protected]:[email protected]