Introduction
Thank you for choosing Your Official Gear™ to provide your organization with a customized store.  The following terms and conditions (“Terms”) will govern, in part, use of your store and the creation and hosting of any store by Your Official Gear™ on its website www.yourofficialgear.com.  The other document that will govern your relationship with Your Official Gear™ is the Letter of Understanding you have been asked to read, agree to and sign. The Terms sets forth your rights and responsibilities and what you can expect from Your Official Gear™ and are part of the Letter of Understanding. Use of the www.yourofficialgear.com site, use of your store, or signing the Letter of Understanding constitutes acceptance of the Terms.  Your Official Gear™ reserves the right to add, delete and/or modify any of the terms and conditions contained in the Terms, at any time and in its sole discretion, with or without notice.

Your Responsibilities
This section sets out a step-by-step description of the things that you will need to do to ensure that your store is set up correctly and to comply with the Terms. 

Step 1.             Send us your completed Letter of Understanding. 

We only work with organizations that have fully authorized us to create and launch a customized e-commerce store for them.  Our staff is chomping at the bit to create your store.  But we can’t do anything until we receive a signed copy from you of the completed Letter of Understanding and Organization Information Sheet. 

Step 2.             Help us create your organization’s store. 

After you have signed and returned the proper documents, we will need your help to create your store and to make it available for people to shop.  You will need to give us a copy of the organization’s mascot and any other logos or images that you would like to have us consider placing on your store and/or gear.  It is important that we receive these images as soon as possible because the sooner we do, the sooner we can create your store.  It is your responsibility to give us these images and to be sure they comply with our Intellectual Property policy and do not infringe on someone’s copyright interests.  We may also suggest some images for you to use from our current library of mascots.  It is quite possible we have one or more images that will work well for your organization.  Your Official Gear™ reserves the right to reject any image that you give us.

Step 3.             Set the prices for the “You Set the Price Store,” if applicable.

If you have chosen to have us create and launch a Standard store for your organization, this section won’t apply to you.  Please jump down to Step 4. 

If you have chosen a “You Set the Price Store” for your organization, the next thing we need you to do is to set a price on selected items.  Remember that in a “You Set the Price Store” each product on your site will have a price that Your Official Gear™ will establish.  You will be given the opportunity on selected products to set a retail price above the Competitive Minimum Price.  When one of those selected items sells, we keep the Competitive Minimum Price and give you the rest.  That is what we call Your Money!  So, for example, if a sweatshirt has a Competitive Minimum Price of $15 and you choose a retail price of $20, when that sweatshirt is sold, you make $5.  We will send you a check with Your Money at least four times per year.  Once your store has been finalized, your site success representative will call you to review the site and help you set the retail prices you want on the selected items.

Step 4.             Help us promote your store.

Once we have created and launched your organization’s store, it is now critical that you work to promote it!  We expect that you will exercise your best efforts to promote the website and drive traffic to it so that it is a huge success.  These best efforts will include using the materials we send you to promote the site, helping us create e-mail lists that we can use to promote the site, telling people about the site and giving it your stamp of approval.  The more people who visit the site and purchase items, the more of Your Money we will send you.    

Step 5.             Notify us of any issues or problems. 

Although we will be working incredibly hard to make sure your site is always working perfectly, there is a small possibility that something will go haywire.  If you ever learn that something’s not working perfectly on your site, you agree that you will notify us of this fact immediately. 

Step 6.             Sit back and relax and think about how to spend Your Money. 

This is perhaps the best part of the process.  Now is when you get to sit back and relax.  No orders to process, no payments to chase down, no inventory to carry or worry about, no one complaining that you have not gotten the shirts in yet.  Let your store do the work for you.  In addition to those six steps, there are some other terms and conditions that you need to be aware of and agree to. 

Initial Term
You understand that the initial term of your relationship with Your Official Gear™ will be three (3) years from the date you sign the Letter of Understanding, unless otherwise agreed to.  During the initial term you agree not to allow any other entity to create and host a customized e-commerce site for your organization.

Termination
Your Official Gear™ may terminate your use of the website at any time, for any reason, without limitation. If Your Official Gear™ terminates your use of the website, it will at its discretion remove your customized site and/or any content, as it deems appropriate.

Payment of Your Money
At least four times/year, Your Official Gear™ will calculate how much Your Money you have accrued during the period and will issue you a check in that amount.  If you have elected to have Your Official Gear™ operate a standard store, the Your Money check will be calculated by multiplying the gross eligible sales on your store for the applicable period by 5%.  If you have chosen to have Your Official Gear™ operate a “You Set the Price Store”, we will calculate the Your Money Check as described above in Step 3. 

Charges and Fees
You understand and acknowledge that Your Official Gear™ will incur certain expenses for setting up and hosting the customized e-commerce site for your organization. You agree that Your Official Gear™ may deduct from the Your Money payment any and all charges and fees it deems necessary in order to recoup the set-up charge for your site. Further, you agree that in the event you terminate early your relationship with Your Official Gear™, any Your Money accrual that is outstanding and unpaid will be forfeited and will not be paid to your organization.

Non-Exclusive Relationship
Your Official Gear™ does not wish to have an exclusive relationship with your organization for the sale of products similar to those on your customized site. As a result, you are free to use whatever other vendors you wish, whenever you wish and to purchase products similar or identical to those offered on your website.
 
Dispute Resolution
Any dispute arising out of or in any way relating to your interaction with Your Official Gear™ shall be submitted to confidential arbitration in North English, Iowa, with the exception that Your Official Gear™ may prosecute any violation or perceived violation of its intellectual property rights in any state or federal court in the state of Iowa, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the then applicable rules of the American Arbitration Association. Any award by the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.

Bulk Orders
Any orders for product which are not processed directly through your e-commerce store will not be included in the Your Money payment that is made to your organization.  Any terms concerning Bulk Orders including price, quantity, delivery, and cashback must be negotiated and agreed to by a representative of Your Official Gear™ prior to placement of the order. 

Shipment of Product
Your Official Gear™ will use only national commercial carriers or the United States Postal Service for the delivery of product purchased from your store.   

Damages
YOUR OFFICIAL GEAR™ WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF YOUR ORGANIZATION'S YOUR OFFICIAL GEAR™ STORE, BASED ON ANY CAUSE OF ACTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limitation of Liability
To the fullest extent permitted by law,  the total liability, in the aggregate, of Your Official Gear™, its officers, directors, partners, employees, agents, to you, your organization or anyone associated with your organization for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from or in any way related to Your Official Gear™’s work on your behalf, from any cause or causes, including but not limited to negligence, strict liability, breach of contract, or warranty express or implied, shall not exceed the amount of the last Your Money payment that was made to your organization or $100, whichever is less. 

Indemnification
You agree to defend, indemnify, save and hold Your Official Gear™ and its officers, agents and employees harmless from and against any and all claims, actions, liabilities, damages, losses, or expenses (including attorneys fees and costs) or claims for injury or damages arising out of Your Official Gear™’s work on your behalf.   

Content and intellectual property rights
By providing Content to us for use on your organization’s site, you represent and warrant that you have the lawful right to reproduce and distribute such Content and that the Content complies with all applicable federal, state and local laws, regulations and ordinances. You hereby grant to Your Official Gear™ a royalty-free, worldwide, transferable, non-exclusive, right and license to use such Content, in all media existing now or created in the future, as Your Official Gear™ deems necessary. Your Official Gear™ may sublicense the rights that you grant to a third party subcontractor only for purposes of producing and delivering products in connection with your e-commerce site. By providing the Content to Your Official Gear™ you represent and warrant that you possess the absolute, unlimited and legal right to use the Content for the purposes intended.