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Partner Agreement

(the “Agreement”)

1 Operating Agreement. This Agreement contains the complete terms and conditions that apply to an individual’s or entity’s participation in the Johnny Brown Partnership Program (the “Program”). As used in this Agreement, “we” or “Johnny Brown” means 9442-4539 QUÉBEC INC. d.b.a. JOHNNY BROWN, and “you” or the “Partner” means the applicant or legal entity you represent who wish to become a Partner. “Site” means a World Wide Web site and, depending on the context, refers either to, or to any site that you will link to our site. Johnny Brown and the Partner are each a “Party” and collectively the “Parties”. By submitting an application to enroll in the Program, you agree to be bound by this Agreement. No purchase is necessary to become a Partner.

2 Program and Services offered by Johnny Brown. Johnny Brown manufactures and distributes high-quality dancewear, apparel, shoes, costumes and accessories (the “Products”) which are available to view, select and purchase online on the Johnny Brown Marketplace (the “Marketplace”), offers a platform which namely allows the Partner to build his online store, fulfill the order and market the Products provides related services for such use in the dance industry (the “Services”). Johnny Brown has implemented the Program to allow the Partners to access to the Products and Services and add them to their own online store through different membership plans (the “Plans”) offering certain exclusive benefits, as more fully described below in this Agreement. As part of the Program, Johnny Brown will endow the Partner with its own online store (the “Online Store”) to provide its students and clients (the “Customers”) access to the Products and Services while receiving rewards by Johnny Brown on every order, as more fully described below in the present Agreement.

3 Eligibility. Membership to the Program (“Membership”) is limited to individuals or entities (including companies, non-for-profit organization, institutions, cities administration and community centers) operating a dance school or studio and able to demonstrate such operation and is limited to one account per operation.

4 Enrollment in the Program. To begin the enrollment process, you shall complete and submit a Partner Program application through our Site by:

4.1 Creating an account;

4.2 Providing the requested information about the contact person and the operations;

4.3 Selecting your plan;

4.4 Accept the terms and conditions of this Agreement;

4.5 Process your payment of fees (if any);

4.6 Design your Online Store

4.7 Select from the Marketplace the Products and Services you wish to offer on your Online Store.

Within a maximum delay of 2 business days, Johnny Brown will evaluate at its sole discretion the eligibility of your application in good faith and will notify you of your acceptance or rejection. Once accepted by Johnny Brown, you become a “Partner”. If we reject your application, you are welcome to reapply to the Program at any time. You should also note that if we accept your application and you or your entity are thereafter determined (in our sole discretion) to be unsuitable for the Program, we may terminate this Agreement.

5 Partner’s Undertakings.

5.1 Elements. In order to complete its Application or the configuration of the Online Store, the Partner may be requested to provide additional elements necessary for its configuration, which the Partner undertakes to provide within a period of 7 days following the request.

5.2 Collaboration: The Partner undertakes to provide exact, true, updated and complete information. The Partner undertakes to send to Johnny Brown the maximum required Elements, and to cooperate with Johnny Brown for an optimal execution of the Online Store and to respond to any verbal or written request made by Johnny Brown. Failure by the Partner to comply, the provision of Services by Johnny Brown may be delayed, interrupted or terminated and Johnny Brown’s responsibility shall in no case be invoked.

5.3 False Information: In a situation where the Partner provides false, inexact, obsolete or incomplete information, Johnny Brown has full right to suspend or terminate the Agreement and/or the Services. In case of the Partner’s failure to communicate the Elements to Johnny Brown within the prescribed period, Johnny Brown reserves the right to complete the Online Store and put it online with the information about the Partner at its disposal and Johnny Brown’s responsibility may in no case be invoked.

5.4 Rights and Authorizations: The Partner declares being the sole owner of the rights and authorizations allowing the reproduction, representation and exploitation of the Elements and/or contents, regardless of their form. The Partner expressly agrees to transfer all necessary rights to Johnny Brown to authorize it to use and publish said Elements. The Partner also has the exclusive responsibility to acquire, in a timely manner, the potential necessary authorizations with regards to the right to use the image of any person or of any Element or good which is involved, directly or indirectly, in the execution of the Online Store or any other service to be executed by Johnny Brown. The Partner shall protect Johnny Brown and hold it harmless against any claim by a third party relating to the Elements and/or with regard to them.

6 Program Plans. While enrolling to the Program, you must select the type of Plan you wish to subscribe to. Our Program is free, you may still however decide to subscribe to additional services for an additional one-time fee. Should you wish to later upgrade your Plan, you may do so at any time by paying the difference between the subscription fee of the Plan you wish to subscribe and the subscription fee you already paid. The benefits of each Plan are herein detailed:

Subscription Fees 0$ 99$ 250$ 450$
Your personalized Online Store
Johnny Brown warehouse Products access
Marketplace Products access
Your own studio gear import to your Online Store
Classified ads section creation on your Online Store
10% to 25% Commission on your sales as detailed in the Reward Program hereinafter
Assistance to build your Online Store
Dedicated CMX
Basic Training
Training for up to 2 people
4 promotions per year
1 sizing kit (shoes and leotards)
Flyers, posters and web designs for the launch of your Online Store
Custom your make up kits
Set-up screen-printing (design, screens, …)
Ongoing marketing materials
3 sizing kits instead of one
Pointe shoe fittings by a professional pointe shoe fitter
Screen Printing options on certain collections

7 Online Store. Once you have been notified that you have been accepted into the Program, you shall provide on your site a “Shop Now” link to your Online Store which is hosted by Johnny Brown. Johnny Brown put at your disposal the necessary tools to build your own Online Store and view and select all the Products and Services to be offered on your Online Store through the Marketplace. By offering the Online Store, Johnny Brown also provides the following services: web-hosting of the Online Store, access to a Partner’s online portal to manage the Online Store (the “Dashboard”), processing of the transactions, fulfillment of orders, customer service, marketing, Online Store maintenance, keeping inventory, stock selection and pricing, offer a wide variety of Products and Services to which Partner would not have access considering its smaller volume.

The Partner understands and agree that it will have access to an Online Store for the entire duration of the Agreement, but Johnny Brown shall remain the sole owner of the Online Store, which may be edited and updated by Johnny Brown. For the entire term of the Agreement, Johnny Brown ensures the hosting and access of the Online Store. However, Johnny Brown reserves the possibility of interrupting its service for short durations in order to proceed to the maintenance and/or improve the functioning of the Online Store. Johnny Brown cannot be held liable in case of malfunctioning or interruption of the Online Store.

8 Order Processing. We will process Product orders placed by a Customers on your Online Store. We reserve the right to reject orders that do not comply with any requirements that we may establish periodically. We will be responsible for all aspects of order processing and fulfillment for all Products and Services originating from the Marketplace. Among other things, we will prepare order forms, process payments, cancellations, and returns, and handle customer service. We will track sales made to Customers who purchase Products on your Online Store and will make available to you reports summarizing your sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion.

The Partner shall be the sole responsible of order processing for all orders of products that are originating from the Partner and that are not available on the Marketplace. Johnny Brown will however send an email to the Partner detailing the items of the order it could not fulfill.

9 Processing Fees. All Customers’ orders are processed by and transacted with Johnny Brown although through the Online Store of the Partner. In consideration of the services rendered by Johnny Brown, the Partner agrees to pay the following fees (the “Service Fees”) to Johnny Brown:

9.1 A service and processing fee of 14% on all sales for Products originating from the Marketplace;

9.2 A service fee of 6% on all sales for products such as studio gear originating from the Partner;

The Service Fee shall be calculated on each transaction and will be paid on a monthly basis by pre-authorized debit………

10 Commissions. Johnny Brown will reward the Partner with commissions on all sales made by Customers through its Online Store (the “Commissions”). The Commissions are calculated on the sales made through the Partner’s Online Store from August 1st to July 31st (the “Reference Period”) (the “Annual Sales”). The Annual Sales consist of the amounts paid by the Customers excluding costs for shipping, handling, taxes, service charges, processing and service fees, returns and bad debts. The Partner may attain different levels of partnership and earn higher Commissions based on the Annual Sales:

Annual Sales Up to 9,999.99$ 10,000$ to 24,999.99$ 25,000$ to 64,999.99$ 65,000$ or more
Commission Rate 10% 15% 20% 25 %

The partnership level and the commission rate are maintained for the Reference Period in which the Partner qualifies and the following Reference Period, after which the Partner will require to requalify. At its sole discretion, Johnny Brown may terminate the Agreement with a Partner who has not reached 5,000$ in a Reference Period.

The Commission is calculated automatically after each Customer purchase transaction and credited to the Commission bank which appears on the Dashboard. Any product returns will be reflected as negative. The Partner may consult the Commission statement on the Dashboard. The Commissions are available for withdrawal only 30 days after the Customer’s purchase when sales become final in case any exchange or return is requested. Once available for withdrawal, Partner may decide to withdraw any amount off the Commission bank at any time by selecting the option on the Dashboard and selecting the method of payment from the options offered on the Dashboard.

11 Commission calculator. Johnny Brown puts at the Partner’s disposal a tool on its Site to allow Partner to calculated their projected commission. Partner understands and agree that this tool only allows to estimate the projected revenues and that the Partner will have to put the actual efforts to reach the projected revenues and more. Johnny Brown makes no claims as to the accuracy, completeness, timeliness or fitness for any particular purpose any results produced by any of its calculator or other online tools. If you use the results for any purpose the responsibility of that use is entirely with you.

12 Direct Purchase Discount. As a critically important constituent in our dance community, Johnny Brown will directly reward you on all direct purchases on the Marketplace. Once you have been registered as a Partner in the Program, all of your personal direct purchases on the Marketplace (excluding any studio supplies such as mirrors, ballet bars, etc.) will receive an immediate 20% discount of displayed price which Customers would pay. Such sale will not be calculated in the Annual Sales as it does not qualify for payment of Commissions. In the event that Johnny Brown is running other promotions, Johnny Brown will automatically apply only the one best discount to your order. Promotions may not be combined with any other offer in any circumstances.

13 Customization of Products. Partners that have subscribed to the All-Inclusive Plan have the possibility to customize Products by putting their logo or name on it for example (“Customized Products”). Should the Partner wish to offer customized Products on its Online Store, it shall choose one of the following order options:

13.1 Commitment orders: The Partner commits to Johnny Brown for the purchase of a certain quantity of Customized Products and Johnny Brown produces consequently. The Customized Products are then offered for sale on the Online Store and made available to purchase to Customers. In the event that the total quantity pre-ordered by the Partner is not purchased by Customers, the Partner will be responsible to pay for the balance.

13.2 Non-commitment orders: The Parties agree on a schedule with deadlines (1) to set-up the Customized Products, (2) for Customers to place their orders and (3) to produce and to deliver the Customized Products. In this case, the Partner is not responsible for any payment other than the Service Fees.

13.3 Pre-pay order at a discount price: The Partner pre-purchases all Customized Products at a discounted price and is responsible to reselling to Customers should this be its intention.

14 Marketplace and Site: By executing the present Agreement, the Partner accepts and agrees to comply with the terms and conditions set out in this Agreement, as well as Johnny Brown’s terms and conditions of use available at the following address as well as any terms and conditions of purchase on the Marketplace (collectively the “Terms”), as updated or amended from time to time at Johnny Brown’s entire discretion, which are integral part of the present Agreement. This Agreement applies in addition to, and should be read in conjunction with the Terms which govern matters in relation to customer relation, including, but not limited to, limitations on Johnny Brown’s liability, indemnification, intellectual property and governing law. The Partner therefore acknowledges and agrees that all access to the Site or Online Store or purchase of Products and Services will be subject to the Terms.

15 Policies and Pricing. Customers who buy products through this Program will be deemed to be customers of Johnny Brown. Accordingly, all rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time. For example, we will determine the prices to be charged for products sold in accordance with our own pricing policies. Product prices and availability may vary from time to time. We will always use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular product.

16 Currency. All prices referred to on this Agreement and on the Marketplace are in Canadian currency. The Partner will have to option to display the prices in a different currency on its Online Store.

17 Exclusivity: The Partner agrees and undertakes that during the entire term of the Agreement, it shall not associate or deal with any supplier (whether online or retail) other than Johnny Brown for products and services similar or comparable to Johnny Brown’s Products and Services unless if it’s a type of product or service that Johnny Brown doesn’t sell or provide.

18 Marketing…………………...

18.1 Marketing: The Partner undertakes to actively and continuously market and promote the Online Store as well as the Products and Services to its existing and future Customers while complying with the applicable laws and regulations, in order to contribute to the growth of the Online Store and Marketplace.

18.2 Advertising Material: Johnny Brown shall provide to the Partner, upon the explicit request of the latter, samples of its advertising and sales material, as Johnny Brown deems reasonable. The Partner shall make no representations regarding Johnny Brown’s Products and Services except as consistent with Johnny Brown’s own promotional and technical materials or as Johnny Brown may otherwise provide or approve.

18.3 Technical Support: Johnny Brown shall provide the Partner with technical support regarding any problem arising from the functioning or functionalities of the Online Store.

19 Confidentiality.

19.1 Each Party agrees not to use, disclose or disclose, in any manner, Confidential Information that is owned by the other Party or that belongs to a third party and that has been provided by the other Party, except as necessary to execute this Agreement. The Parties undertake to communicate the Confidential Information only to their respective employees who need to know it. The Parties undertake to treat Confidential Information as carefully as if it were their own Confidential Information, which they undertake to protect with the utmost rigor. The obligation of a Party to maintain the confidentiality of a Confidential Information ends when it can establish that the item of information in question: (a) was known to the public at the time it was disclosed; (b) became public after its disclosure without fault of the Party to whom it was communicated; (c) was already known to the Party to whom it was communicated without being subject to confidentiality at that time; (d) was lawfully known to the Party to whom it was communicated without being subject to confidentiality at that time or after; (e) was developed by employees or agents of the party to whom it was disclosed independently of any information provided by the other party, and without reference to any such piece of information; (f) has been disclosed by order of the court or a government authority, in accordance with a legal obligation or to establish the rights of the other party under this Agreement.

19.2 "Confidential Information" means functional requirements, specifications, features, products, documents, developments, information (whether or not technical), including patents, trade secrets and proprietary information, as well as techniques, diagrams, drawings, models, inventions, know-how, processes, devices, hardware, algorithms, software, software source documents and formulas, and also includes information concerning, respectively, research, experimentation, developments, details and technical specifications, engineering, financial information, supply requirements, purchasing, production, customer lists, business opportunities, sales, marketing, marketing plans and information.

19.3 The Party lawfully required to disclose Confidential Information provided under this Agreement shall notify the other Party as soon as possible to enable the Party to apply for a protective order or to otherwise protect the confidentiality of the information or to release the information recipient of the obligation to respect the provisions of this contract in terms of confidentiality.

20 Personal information.

20.1 The Parties agree to comply with all Applicable Laws, rules and regulations that protect the confidentiality of Personal Information and that already apply or may apply to them (provided that if the laws, rules or regulations and / or regulations are adopted or modified after the signing of this Agreement, the Services may be modified or supplemented to comply with them, in which case the Parties will enter into negotiations in good faith to determine the scope of the modifications and/or amendments and to additional fees for these amendments or amendments).

20.2 The conditions for the collection, use and/or disclosure of the Personal Information by Johnny Brown are set out in the Privacy Policy, which can be found on the Site and is subject to change in accordance with its terms. The Partner hereby authorizes and represents that it has the consent of the Customers for the collection of its personal and customers information that is requested by Johnny Brown and the Partner on the Online Store and Dashboard. Johnny Brown is authorized to transmit the Personal Information only to its respective parent companies, affiliates, subsidiaries, employees, subcontractors and suppliers to the extent that such information is necessary for the delivery of the Services (which may require support, maintenance and incident resolution services, among others), and as described in Johnny Brown's Privacy Policy. The use of the Personal Information and that of the Customer’s for the provision of the Services includes that Johnny Brown is authorized to use the Personal Information for the following purposes: to provide the users with information about the Services, including updates and notices and send emails as needed.

20.3 Johnny Brown may hire other companies to provide the Services on its behalf, in whole or in part. In such a case, Johnny Brown will only provide those companies with the Personal Information they need to provide the Services. In such circumstances, Johnny Brown will require the companies in question to protect the confidentiality of the Personal Information and will prohibit them from using it for any other purpose.

20.4 In addition, Johnny Brown may use and/or disclose the Partner's or Customer's Personal Information if it deems it necessary to do so in order to comply with Applicable Laws or a court order served on it (including in connection with investigation for fraud or other offense). The Partner represents and warrants that it has obtained from Customers, on behalf of Johnny Brown, all consents required under Applicable Laws with respect to the use of the information by Johnny Brown for the provision of the Services described herein and that the Personal Information collected by Johnny Brown may be sent electronically to servers and or data centers anywhere in the world and may be used, stored and processed anywhere in the world. Johnny Brown will take all steps reasonably necessary to ensure that the data is treated securely and in accordance with the Privacy Policy and Applicable Laws.

20.5 Grouped Personal Information. The Partner represents and warrants that it has obtained from Customers, on behalf of Johnny Brown, all consents required so that: (i) Johnny Brown may use the Personal Information to which they have access for the provision of the Services and for statistical purposes; and (ii) Johnny Brown may use and share with third parties anonymous information from your Personal Information for the purpose of providing business intelligence services (including analytical consulting services).

21 Intellectual Property

21.1 Definition: In this Agreement, “Intellectual Property” means any intangible asset, the proprietary rights of which may be protected by contract such as trade secrets, know-how and other similar assets and any intangible asset, the proprietary rights of which are protected by Canadian or foreign Laws such as the marks, the system, patents, copyright, trade-marks, industrial designs, integrated circuit topographies or plant species and includes any application made to and any registration or patent issued by a public authority for the purpose of securing proprietary and/or intellectual property rights to such intangible assets.

21.2 Online Store: All content and material featured and displayed on the Online Store, including, without limitation, text, graphics, logos, symbols, page headers, characters, names, button icons, images, illustrations, photographs, audio and video clips, digital downloads, data compilations, and other software, are protected under Canadian copyright and trademark laws. The Partner acknowledges that Johnny Brown is the exclusive owner of the Online Store, including all associated Intellectual Property. The Partner undertakes not to remove, modify, or hide any copyright, trademark, or other proprietary notices incorporated in the Online Store.

21.3 Use of the Online Store: Johnny Brown hereby grants to the Partner, during the entire Term of this Agreement, the right to use the Online Store, although this right is expressly limited to the purchase of the Products and Services by the Partner or Customers and is conditional to the Partner’s compliance with all the terms and conditions in this Agreement. All new products, modifications, updates and improvements made to the Online Store by Johnny Brown shall remain the property of Johnny Brown. This Agreement does not confer any interest or right to the Partner in Johnny Brown’s Online Store or Intellectual Property.

21.4 Limits: This Agreement shall not be interpreted as conferring to Johnny Brown any right on the Elements, trade names, trademarks, copyrights, commercial symbols, photographs, materials or any other form of intellectual or commercial property used or owned by the Partner, but not furnished or not owned by Johnny Brown.

21.5 Use of the Marks: In order to use the registered, pending or used trademarks, namely, the JOHNNY BROWN trademark, renowned in the dance supplies industry (the “Marks”), the Partner must submit his request to Johnny Brown who shall review and approve said request based on a proper usage of the Marks by the Partner pursuant to usage rules as may be defined by Johnny Brown and modified from time to time.

21.6 Control: Notwithstanding the foregoing, it is expressly understood that Johnny Brown retains sole and direct control over the Marks, Products, and Services over which the Partner has no influence or control. Johnny Brown reserves the right to review and approve all uses of its Marks, trade names and other Intellectual Property by the Partner for advertising and promotional purposes.

21.7 Endorsement: Notwithstanding the foregoing, such approval from Johnny Brown will not limit the Partner’s obligation to comply with all applicable laws and will not be deemed an endorsement or approval of any advertising content publicized by the Partner.

21.8 Products and Services: The Products and Services sold on the Online Store on which the Marks are affixed may not be altered in any way that would effectively hide or erase the Marks and the Partner undertakes to not modify or alter the way the Marks are affixed onto the Products and Services.

21.9 Breach: The Partner shall be held liable for any breach of the obligations included in the present section. Notwithstanding the foregoing, Johnny Brown reserves its right to impose to the Partner a penalty equal to ten (10) times the value of the Service fees provided for in section 9, without prejudice to any claim available to Johnny Brown for damages suffered or possibility to seize all illicitly copied media and documents. The Partner acknowledges that any breach of the aforementioned provisions will cause serious and irreparable harm to Johnny Brown such as to render insufficient a final judgment awarding damages. Accordingly, the Partner acknowledges that in the event of a contravention of the obligations provided for in this section, Johnny Brown may immediately resort to the procedures required to obtain the issuance of an injunction.

21.10 Application for Trademark: The Partner undertakes not to use or apply for any trademark that is similar or confusingly similar to any of the Marks or Intellectual Property owned by Johnny Brown. The Partner also accepts not to use the Marks or any confusingly similar mark as a part of its corporate name.

22 License.

22.1 Purpose: Considering Johnny Brown is the owner of the Marks and has proprietary interests in all of the Intellectual Property related to the Online Store, Johnny Brown hereby authorizes the Partner, in accordance with the present Agreement, to use the Marks and other rights related to the Online Store.

22.2 Scope: In consideration of the foregoing, Johnny Brown grants to the Partner who accepts it, a license to use the Online Store and the Marks on the Online Store, exclusively for promotional purposes, and more specifically: Johnny Brown grants to the Partner a valid license during the term of this Agreement, revocable, non-exclusive, non-transferable, non-sub-licensable, royalty free, for the exclusive use of the Marks on the Online Store to ensure its promotion (the “License”).

22.3 Control: Notwithstanding the foregoing, and in accordance with section 21.6, it is expressly understood that Johnny Brown retains sole and direct control over the Online Store, its Marks, its Products and Services, over which the Partner has no influence or control. Therefore, the use of the Marks, the Online Store, and the granted License remains conditional to the Partner’s obligation to respect all usage norms established by Johnny Brown.

22.4 Property of Johnny Brown: As licensee the Partner acknowledges that, in accordance with section 19, all software, drawings, plans, models, illustrations, films, photos, as well as all graphic materials, whether oral or technological, and other methods or creations, in their totality or separately, shall remain the property of Johnny Brown and the license granted only confers to the Partner a right to use, as indicated and limited in the present Agreement. The Partner also acknowledges that the goodwill associated with the Marks belongs exclusively to Johnny Brown. Therefore, the Partner is bound to respect all rights, copyrights, trademarks, industrial designs, patents or other licenses. Imitations, copies or reproductions, in any shape or form, are strictly forbidden.

22.5 No-Contest: The Partner undertakes not to, during the Term of this Agreement and for as long as applicable laws confer to Johnny Brown exclusive rights on its Intellectual Property, dispute or contest directly or indirectly, the validity, ownership or enforceability of its Intellectual Property. Moreover, the Partner undertakes not to directly or indirectly attempt to dilute or otherwise diminish the value and/or goodwill associated with Johnny Brown’s Intellectual Property.

22.6 Notices: All licensed Marks or Intellectual Property shall be accompanied with a specified trade mark, service mark, trade name, logo, symbol or any other appropriate notice or legend indicating that the Marks are used under a license and that Johnny Brown is the rightful and legal owner.

22.7 Johnny Brown Endorsement: The Partner further agrees that it cannot bind Johnny Brown in any way to its activities. The Partner shall neither state nor imply, directly or indirectly, that its activities are supported, approved or sponsored by Johnny Brown. Upon the direction of Johnny Brown, the Partner shall issue express disclaimers of any such support, endorsement or sponsorship so as to dismiss any doubt as to Johnny Brown’s involvement in the Partner’s activities.

22.8 Effective Date: The License granted hereunder shall be deemed to have come into force as of the date of acceptance of the Agreement and shall remain in full force and effect for the term set out in this Agreement.

22.9 Termination: Upon the termination of this Agreement, the License granted to the Partner shall also be terminated and automatically revoked. The Partner undertakes to immediately cease to use all Marks, Intellectual Property or Online Store for any purpose whatsoever.

23 Term of the Agreement. The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party, in writing. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written 30-days-notice of termination. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your site all links to our Site and the Online Store, and all Johnny Brown trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program. You are eligible to earn Commission on the Annual Sales that occur during the term, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. We may withhold your Commission for a reasonable time to ensure that the correct Commissions amount is actually earned.

24 Modification. 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 site. Modifications may include, for example, changes in the scope of available Commissions and schedules, direct purchase discounts, Program procedures, and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the Program following our posting of a change notice or new Agreement on our Site will constitute binding acceptance of the change.

25 Relationship of Parties. 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.

26 Limitation of Liability. We will not be liable for any indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program shall never exceed the total Commissions paid or payable to you under this Agreement. Johnny Brown shall not be held liable for any damage caused by a third party, even if said third party was referred by Johnny Brown as part of the benefits of the Program.

27 Indemnification. The Partner agrees to indemnify and hold Johnny Brown harmless against any and all claims, costs, consequential damages and/or loss that Johnny Brown may sustain or incur, as a result of any claim by a third party, including the Partner’s Customers and any other user of the Products and Services, arising from:

27.1 The Partner’s acts or omissions arising from, but not limited to, the provision of professional services or the sale of defective Products or Services;

27.2 The Partner’s breach of this Agreement;

27.3 Any other defective Product sold through the Online Store.

28 Disclaimers. We make no express or implied warranties or representations with respect to the Program or any products sold through the 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 and/or your Online Store will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

29 Independent Investigation. You acknowledge that you have read this Agreement and agree to all 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 websites that are similar to or compete with your website. You have independently evaluated the desirability of participating in the Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.

30 Representative: The individual submitting the application to the Program and managing the Partner’s account declares to have the ability to act on behalf of the Partner as its authorized representative and, if otherwise, the signatory shall be held personally liable for the obligations enclosed herein. The Partner declares to have read, accepted and approved the terms appearing on this Agreement.

31 Miscellaneous. This Agreement will be governed by the laws of Canada and the province of Quebec, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in the judicial district of Montreal, Quebec, Canada, and you consent irrevocably to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. 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.

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