Partnership Agreement Terms
These terms and conditions apply to your agreement with Not a Run Club, LLC d/b/a Pacific Beach Run Club (“PBRC”). To the extent that any proposed terms or conditions fail to align with the terms and conditions herein, the terms and conditions herein shall apply unless expressly stated otherwise.
Payment shall be due net thirty (30) days from PBRC’s issuance of an invoice. Where other payment terms are specified, payment shall be made in accordance with those terms. You agree to pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. You agree to reimburse PBRC for all costs incurred in collecting any late payments including, without limitation, attorneys’ fees.
You agree to comply with all applicable laws, regulations and ordinances. You shall maintain in effect all required licenses, authorizations, consents and permits necessary to carry out your obligations hereunder.
You agree to indemnify, defend, and hold harmless PBRC, its members, officers, directors, and agents from and against any and all claims, liabilities, losses and expenses (collectively, “Claims”) arising from your negligence or intentional misconduct or breach of these terms and conditions.
You shall, at your own expense, maintain and carry insurance in full force and effect throughout the term of this relationship with limits are reasonable when compared to the industry standard. You agree to provide PBRC a copy of your Certificate of Insurance upon request.
The parties understand and agree that neither these terms and conditions nor any other agreement shall create rights or obligations of exclusivity inuring to the benefit of either party. Nothing in these terms and conditions nor any other agreement shall limit the rights of PBRC to, at all times, provide products and services and/or partner with third-parties.
The relationship between the parties is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
These terms and conditions and any related agreement shall be governed by the laws of the State of California without regard to choice of law principles. Jurisdiction to resolve any dispute regarding these terms and conditions and/or any related agreement is held by the state courts of the State of California located in San Diego County.
If any term or provision herein is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision or invalidate or render unenforceable such term or provision in any other jurisdiction.
All nonpublic, confidential, or proprietary information of PBRC, including but not limited to, specifications, samples, documents, data, business operations, customer lists, members lists, pricing, discounts or rebates disclosed by PBRC, whether disclosed orally, in writing, or in any other form, and whether or not marked or identified as “confidential” shall be deemed and treated as confidential information. This confidential information may only be used as authorized by PBRC and shall not be disclosed to any third-party without the prior written consent of PBRC. Upon PBRC’s request, you shall promptly return all confidential information to PBRC. This section shall not apply to information that (a) is or becomes public information through no wrongdoing of you or any other party bound to confidentiality, (b) is known to you at the time of disclosure and such can be evidenced, or (c) is rightfully obtained by you on a non-confidential basis from a third-party.
Intellectual Property Rights
You acknowledge and agree that: (a) except to the extent provided in a separate written agreement between you and PBRC, PBRC shall retain all intellectual property rights related to “Pacific Beach Run Club,” “Not a Run Club,” and all derivative brands and marks therefrom, (b) any and all related intellectual property rights are the sole and exclusive property of PBRC, (c) you shall not acquire any ownership interest in any of PBRC’s intellectual property, and (d) any goodwill derived from your use of PBRC’s intellectual property inures to the benefit of PBRC.
You will not use PBRC’s name in any publication or advertisement without PBRC’s prior written approval. Electronic mail approval is sufficient for this purpose.
These terms and conditions along with the relevant agreement, quote, or proposal shall constitute the entire agreement between you and PBRC.
You shall not assign any of the rights granted herein or under the relevant agreement, quote, or proposal without the prior written consent of PBRC. No assignment or delegation shall relieve you of your obligations herein.