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Froogle Online Ordering Agreement - v.00-001 Signature

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Terms and Conditions

Ecommerce Store. Subject to the terms and conditions hereinafter set forth, Froogle, Inc. shall provide an ecommerce store to Advertiser. Advertiser shall provide all content, including menu and prices (the “Content”) to be placed in the ecommerce store. Advertiser must notify Froogle Inc. in writing immediately upon any addition, update or correction to any Content. Advertiser warrants that its Content and acts/omissions are in compliance with all laws, whether local, state or federal. Advertiser acknowledges and agrees that Froogle Inc. does not create the Content of the ecommerce store and is not responsible for ensuring that said content complies with the provisions of any laws, whether local, state or federal. Froogle Inc. will not be responsible for any Content that is incorrect or does not show up on any smartphone for any reason. Inc. Froogle, Inc. shall not be liable for failure to display the Content if such failure is cause by labor disputes, strikes, war, fire, flood, accident, material shortage, or any other circumstances beyond Froogle Inc.’s direct control.
Payment. Customers that use and make an order through the ecommerce store made by Froogle, Inc. will be charged a 6% processing fee calculated on the subtotal of the sales transaction (excluding taxes). Advertiser acknowledges and agrees that Froogle, Inc. will ACH Advertiser’s account for an amount equal to 6% of Advertiser’s sales transactions (excluding taxes) from customers that use the ecommerce store made by Froogle, Inc. at the end of each month (for clarity, the aggregate ACH amount will be equal to the processing fees paid by such customers). Qualifying sales and fees are in Froogle, Inc.’s sole discretion. If any payment is more than 30 days late, Advertiser shall pay a late charge of $29 for each month not paid. There will be a $30 charge for any dishonored payment. Froogle, Inc. reserves the right to remove the Content and/or the ecommerce store in the event of non-payment. Upon failure or neglect of Advertiser to pay as stipulated above, the entire unpaid balance of this Agreement shall become immediately due and payable. Advertiser authorizes Froogle, Inc. to obtain a commercial and/or personal credit report regarding Advertiser and its business.
I certify that I am an authorized account holder as indicated above and that I have the authority to enter into this Agreement. I understand that this authorization will remain in effect until it is canceled in writing, and agrees to notify Froogle Inc. in writing at least 45 days in advance of any changes in its account information or termination of this authorization. I understand that because these are electronic transactions, these funds may be withdrawn from its account as soon as the date an individual transaction is authorized, and that it will have limited time to report and dispute errors. In the case of an ACH Transaction being rejected for Non Sufficient Funds (NSF) I understand that Froogle Inc. may at its discretion attempt to process the charge again within 30 days, and agrees to an additional $30 charge for each attempt returned NSF which will be initiated as a separate transaction from the authorized payment. I have certified that the above bank account is enabled for ACH transactions, and agrees to reimburseFroogle Inc. for all penalties and fees incurred as a result of my bank rejecting ACH debits or credits as a result of the account not being properly configured for ACH transactions. Company acknowledges that the origination of ACH transactions to its account must comply with the provisions of U.S. law.
Term. The term shall commence on the date of the execution of this Agreement, shall continue thereafter for the submitted Agreement Term Length. This Agreement shall be automatically renewed for additional term length equal to that of the Agreement Term Length unless terminated (a) by either party via written notice (Certified US mail to Froogle, Inc. PO BOX 45 Zimmerman , MN 55398) to the other party at least 30 days prior to the expiration of the initial term of this Agreement or any renewal term hereof; or (b) by Froogle, Inc. at any time and for any reason or no reason, upon 45 days written notice to Advertiser.
Indemnity. Advertiser assumes liability for and agrees to indemnify, defend if requested by Froogle, Inc., and hold Froogle, Inc. harmless from and against any and all liabilities, losses, damages, penalties, claims, actions, suits, costs, and expenses, including court costs and legal fees, of whatever kind imposed or incurred by or asserted against Froogle, Inc. in any way relating to the ecommerce stores, the Content thereof, and or Advertiser’s acts/omissions. This provision shall survive expiration or termination of this Agreement.
Costs Of Litigation. In the event that Froogle, Inc. is involved in litigation with Advertiser to enforce the provisions hereof, including but not limited to collection of unpaid amounts, Froogle, Inc. shall be reimbursed by Advertiser for its costs of litigation, including reasonable attorney fees. In no event shall Froogle, Inc.’s aggregate liability to Advertiser or any third party arising our of or related to this Agreement exceed the amounts paid to Froogle, Inc. by Advertiser. Froogle, Inc. disclaims any and all liability in connection with consequential damages, uptime, service availability, security, privacy, accuracy, marketability, non-infringement, fitness for a particular purpose, or any other circumstances beyond Froogle Inc.’s direct control.
Miscellaneous.
(a) This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supercedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. There are no warranties, representations or agreements among the parties in connection with the subject matter hereof, except as set forth or referred to herein. No supplement, modification, waiver or termination of this Agreement or any provision hereof shall be binding unless executed in writing by the parties to be bound. No waiver of any of the provisions of this Agreement shall constitute a waiver of any other provision, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.
(b) Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience, and are not intended to be full or accurate descriptions of the content thereof.
(c) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
(d) In the event that any provision of this Agreement conflicts with the law under which it is to be governed, said provision shall be severed from this Agreement without affecting the remaining provisions thereof.
(e) All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, transferees, and permitted assigns.
(f) This Agreement shall be governed by the laws of the State of Minnesota without regard to the conflict of laws rules thereof.
(g) Nothing in this Agreement is intended to confer upon any person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement, nor is anything in this Agreement intended to relieve or discharge the liability of any other party, nor shall any provisions hereof give any entity any right of subrogation against or action against any party to this Agreement.
(h) All representations and warranties made pursuant to this Agreement and all agreements made by the parties pursuant to this Agreement shall survive the consummation of the transaction or transactions contemplated by this Agreement.

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Signed by Michael Juszczak
Signed On: June 3, 2022

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November 10, 2020 12:54 pm CDT

Froogle Online Ordering Agreement - v.00-001 Signature Uploaded by Michael Juszczak - Mike@froogleapp.com IP 205.215.221.74