This Reseller Agreement (the “Agreement) contains the terms and conditions between RCU Group Inc. (“RCU”) and you or the entity you represent (“you” or “your” or “Reseller”) as entered under Company Name of the Stori Reseller Form. RCU hereby grants to the Reseller and Reseller hereby accepts from RCU the non-exclusive right to resell (“RCU products”) and use (“RCU Services”) as defined below subject to all terms and conditions set forth in this Agreement.
This Agreement takes effect when you click an “I Accept” button (the “Effective Date”).
You represent to us that you are lawfully able to enter into contracts. If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity.
The Term shall commence on the “Effective Date” and will remain in effect for an initial term of 1 year (the “Initial Term”). Thereafter the Agreement shall automatically renew on an annual basis unless terminated by either party.
Either party may terminate this Agreement, without cause upon written notice to the other party with fifteen (15) days notice.
2a. In the event of termination of (“Stori Plan”) by either party all Revenue Share payments for RCU products will be paid within 15 days following the month end. The annual Stori Plan fee will not be refunded.
2b. In the event of termination of (“Stori and Stori App Plan”) by either party, a prorated refund for RCU Services will be processed. For clarity, the refund will be calculated based on the total fees collected minus the fee for Stori Plan, and minus the number of months the RCU Service was available to the Reseller.
For example if the effective date is set on January 1st and the Reseller requests to terminate on May 25th, then the Agreement will be terminated on June 9th and the Reseller will receive a refund for July to December. The refund will be calculated in the following manner:
(Stori and Stori App Plan Fee) - (Stori Plan Fee) - (Stori Service Plan Fee from July to December) = Total refund.
3. RCU Products:
3.a. (“Stori ™”) cannabis storage unit. Each Stori includes: 6 x Stori Pods, 6 x Stori Tube,1 x Stori Case and 1 x Stori dry erase marker.
3.b. As agreed upon in writing, any other RCU products that become available.
4. RCU Services:
RCU Services include access to the Stori App, an age gated web application that provides users of legal age with the ability to manage their product inventory, search for products in their region, find information about stores and brands in their region, participate in regional contests, and access regional offers provided from brands and retailers in their region. Stori App is available at app.yourstori.com.
Reseller can choose between two plans: Stori Plan or Stori App Plan as defined on the Stori Reseller Form. Upon execution of this Agreement, RCU will issue an invoice for the plan selected. The plan fee will be charged annually on the anniversary of the Effective Date.
6. Revenue Share on RCU products:
RCU will issue the Reseller a branded Reseller Discount Code (e.g. #RetailerABC), the (“Reseller Discount Code”) for the Resellers online or in-store customers to receive a discount when purchasing Stori at yourstori.com. Upon Reseller’s request, RCU can create a unique Reseller Discount Code per location and online store.
RCU will provide the Reseller a total of 30% (“Total Revenue Share”) of the (“Sale Price”) to utilize at their discretion. For example, 10% can go toward the (“Reseller Discount Code”) created for the end customers and 20% towards the (“Revenue Share”), or a split 15% of (“Reseller Discount Code”) created for the end customers and 15% (“Revenue Share”).
Discounts Codes and Revenue Share are always based on the listed price on yourstori.com. RCU reserves the right to change the Sale Price on yourstori.com at any time. For example:
||Sale Price at yourstori.com
||If the Reseller Discount code provided to the end customer equals 15% then
||If Revenue Share equals 15% then
|When Stori is not on sale
||Product purchased at $170 ($30 OFF)
||Revenue share of $30
(15% of listed price)
|When Stori is on sale
||Product purchased at $153 ($27 OFF)
||Revenue share of $27 (15% of listed price)
5. Minimum Orders:
There are no minimum orders.
6. Reseller Commitments:
- Reseller will market Stori via their online store and retail locations.
- For Resellers who only have an online location, there will be no requirement to make Stori available in a physical location.
- Stori marketing material will be prominently displayed in-store and, optionally, online.
- Reseller will include Stori in email marketing and on social media posts once every 60 days.
- Reseller will provide email addresses of the Reseller staff in order for RCU to register the Reseller staff in the Stori e-learning course which educates staff on features and benefits of Stori.
- For Resellers with physical store locations - Reseller will complete the store location information form which will list their store on the Stori App. There is no charge for listing of Reseller store(s) on Stori App.
7. RCU Commitments:
- RCU will provide the Reseller with digital assets for the online store and 250 postcards and 10 tent cards with product information per location registered. The postcards and tent cards will include the unique QR code which will direct customers to yourstori.com with the Reseller Discount Code.
- RCU will provide access to the Stori e-learning course which educates the Reseller staff on features and benefits of Stori.
8. Revenue Share Payments:
RCU will make Revenue Share payments monthly to the Reseller. Reseller will receive a report detailing their Reseller Discount Code utilization within 15 days following the end of each month. Reseller then will issue an invoice for the required payment to RCU in the name of "RCU Group Inc" based on the agreed upon percentage of Revenue Share. RCU will pay the invoice within 15 days of receiving the invoice.
Orders will be shipped directly to the customers who purchased Stori and other RCU products at yourstori.com via a common carrier selected by the RCU. Most orders are shipped within 3 business days after order and payment are received. Actual shipping time is contingent upon the carrier. A tracking number will be issued to the customer. RCU will not be responsible for shipping delays caused by a carrier.
10. RCU’s Representations:
RCU hereby represents and warrants to the Reseller as follows: a) It is a corporation, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; b) it has the corporate power and authority to enter into, deliver, and perform its obligations under this Agreement; and c) RCU is the legal and beneficial owner or licensee of all intellectual property or proprietary rights in the RCU Group Inc., and has the full power and authority to grant the right to the RCU Group Inc. property without the consent of any other person.
11. Reseller Representations:
Reseller hereby represents and warrants to RCU as follows: a) It is a corporation, validly existing, and in good standing under the laws of the jurisdiction of its incorporation; b) It has the corporate power and authority to enter into, deliver, and perform its obligations under this Agreement; c) Reseller shall provide itself with, and be solely responsible for, (1) such facilities, employees, and business organization, and (2) such permits, licenses, and other forms of clearance from governmental or regulatory agencies, if any, as are necessary for the conduct of Reseller’s business operations.
12. Trademarks and Trade names:
Either party shall have the right to indicate to the public its relationship as it relates to the Products. The Reseller has the right to advertise such Products under RCU and other trademarks, service marks, and trade names that RCU may adopt from time to time ("RCU's Trademarks"). Nothing herein shall grant Reseller any right, title, or interest in RCU's Trademarks. At no time shall Reseller challenge or assist others in challenging the validity or registration of RCU's Trademarks, nor will Reseller attempt to register any trademarks, service marks, or trade names that are the same as or confusingly similar to the RCU Trademarks. All trademarks, service marks, and trade names are proprietary to RCU Group Inc. RCU is the sole owner of the Stori™ industrial design patent, and Stori™ trademark.
13. Use of Materials:
All materials published on the RCU websites including yourstori.com, packaging and promotional materials (including but not limited to articles, photographs, images, illustrations, audio clips and video clips) are protected by copyrights which are owned and controlled by RCU or the party credited as the provider of the material. No material from this website or any website owned, operated, licensed, or controlled by RCU, product packaging, or other promotional documentation may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without the prior written approval by RCU.
RCU pricing and price lists of the RCU’s products are confidential, and for the use of the Resellers only. Publishing or revealing the pricing of the RCU’s product line outside of the business of the Reseller is strictly forbidden without prior written consent from the RCU. Failure to preserve the RCU’s confidentiality in its pricing will result in the immediate and permanent termination of status of the Reseller.
15. Limitation of Liability
Reseller acknowledges that RCU shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, or other intangible losses, or personal injuries or death resulting from use or sale of RCU products.
Governing Law. This Agreement is governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable therein without regard to the principles of conflict of laws.
Taxes. The fees and payments payable under this Agreement are exclusive of all applicable sales, harmonized sales, goods and services, or similar taxes, whether now in force or subsequently imposed.
Currency: All references to currency herein are quoted in USD.
Force Majeure. Neither party will have any liability for any failure or delay resulting from any event beyond the reasonable control of that party including, without limitation, fire, flood, storms, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, or strike.
Severability. The invalidity or unenforceability of any particular term of this agreement will not affect or limit the validity or enforceability of the remaining terms.
Independent Contractor: Nothing contained in this Agreement shall be construed to (1) give either party the power to direct and control the day-to-day activities of the other; (2) constitute the parties as partners, joint venturers, co-owners or otherwise; or (3) allow Reseller to create or assume any obligation on behalf of RCU for any purpose.
Waiver. No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.
Entire Agreement: This Agreement (including any schedules to this Agreement) constitutes the entire Agreement between the parties and supersedes all prior and contemporaneous understandings, agreements, representations, conditions and warranties, both written and oral, regarding such subject matter.