PRIZE SUPPLIER AGREEMENT
THIS PRIZE SUPPLIER AGREEMENT ("Agreement") is made as of 10/1/2024 (the "Effective Date") by and between Titan Brands., having a place of business at 3839 Forest Hill Irene Rd. Suite 100, Memphis, TN 38125 (“Titan Brands”); SaunaBox ("Supplier") having a place of business at 17300 Slover Ave Fontana CA, 92337, and Barbell Apparel (“Supplier2”), collectively (“Suppliers”), having a place of business of 1001 S. Loop 289, Ste. 120, Lubbock, TX 79423.
WHEREAS, Titan Brands manufactures and sells home gym fitness equipment, Supplier manufactures and sells home saunas, cold plunges, and accessories and Supplier2 manufactures and sells apparel, gear, and accessories
WHEREAS, Titan Brands, Supplier and Supplier2 desire to enter into a prize supplier agreement with respect to a promotion to be conducted by Titan Brands.
NOW THEREFORE, in consideration of the mutual convents and promises hereinafter set forth, the parties agree as follows:
- Prize Description. Suppliers will provide merchandise, as more fully described in Exhibit A (the "Prize(s)"), to Titan Brands in conjunction with Titan Brands’ promotional sweepstakes titled, Ultimate Home Gym Giveaway (the "Promotion") as outlined in Exhibit A.
- Term and Termination. The term of this Agreement (the "Term") commences on the Effective Date and ends on December 31, 2024.
- Territory. The territory is the United States ("Territory").
- Price & Delivery. In exchange for the Prizes, Titan Brands shall promote the Suppliers during the Promotion. Suppliers are solely responsible for all costs and expenses relating to packing, transporting, loading and unloading, customs, taxes, tariffs, and duties, insurance and any other similar financial obligations relating to the production, manufacture, sale, redemption, and delivery of the Prizes. Suppliers are responsible for all the foregoing costs and expenses whether it delivers the prizes to Titan Brands or its agency, or directly to the Promotion's prize winners ("Prize Winner(s)"), as determined by Titan Brands.
- Prize Verification. Suppliers shall, upon Titan Brands’ request, review the official rules of the Promotion (the "Official Rules") and confirm the accuracy of the description of the Prizes. Suppliers represent and warrant that the descriptions and the Approximate Retail Values ("ARV") of the Prizes set forth in Exhibit A are complete and accurate.
- Taxes. Suppliers shall provide, upon Titan Brands’ request, all available information that Titan Brands may reasonably require to fulfill its obligations under any national, state, provincial, or local tax statute, regulation, or rule. Suppliers acknowledge that Titan Brands will rely upon such information, including Suppliers’ ARV representations, to prepare all relevant tax materials, if any, including the Internal Revenue Service Form 1099.
- Prize Winner Complaints. In the event that a Prize Winner lodges a complaint or inquiry with Suppliers regarding the Prize received, or the conduct of Suppliers or of Suppliers' personnel, Suppliers shall address the problem and respond to the individual in as prompt and courteous a manner as it addresses such complaints from its own customers. Suppliers shall inform Titan Brands of any such complaint within 5 days of receipt of such complaint. If Suppliers are unable to satisfy the complaining party, or if such party persists in their complaint, or makes an inquiry to which Suppliers are unable to respond, Suppliers shall promptly notify Titan Brands of the situation, and Titan Brands shall use commercially reasonable efforts to act as a liaison between Suppliers and Prize Winner. Nothing in this provision derogates from Suppliers' obligation to indemnify Titan Brands. Suppliers shall not be responsible for dealing with customer complaints or inquiries concerning the conduct of the overall Promotion, except to the extent the complaints or inquiries are related to Suppliers’ obligations hereunder.
- Compliance with Law. Suppliers and its Prizes are in compliance with and shall comply with all applicable laws, regulations, ordinances, industry standards, and guidelines. Until the later of 12 months after expiration of the redemption period for all Prizes (as stated in the Official Rules) or until all of Suppliers' obligations have been satisfied, Supplier has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement. Titan Brands agrees to conduct the Promotion in compliance with all applicable laws, regulations, and ordinances.
- Confidentiality and Data Privacy. Suppliers and its affiliates, subsidiaries, successors, and assigns and its respective employees, agents, attorneys, and representatives shall maintain as confidential, and shall not use for its own purposes, or disclose or cause to be disclosed to any person or entity other than Titan Brands all non-public, confidential, or proprietary information of Titan Brands, including any proprietary information regarding the Promotion or any other marketing or general business information, data (including the names, addresses, and other personally identifiable information of the Prize Winners), documents, research, or procedures to which Suppliers may gain access in the course of its performance under this Agreement. Suppliers shall not use Prize Winner names and other personally identifiable information other than to fulfill its obligations under this Agreement, unless entrant’s affirmatively opt-in to receiving Suppliers’ marketing communications, and shall comply with Titan Brands’ consumer data policy set out at https://titan.fitness/pages/privacy-policy. Upon Titan Brands' request, Suppliers shall promptly return all documents and other materials received from Titan Brands. Titan Brands shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to Suppliers at the time of disclosure; or (c) rightfully obtained by Supplier on a non-confidential basis from a third party.
- Representations and Warranties; Covenants; and Product Warranties.
- Suppliers and Titan Brands each represent and warrant that they possess the full right, and corporate power and authority to enter into and fully perform its obligations as set forth herein.
- Suppliers further represents and warrants that: (i) the Prizes will be free and clear of all liens, security interests, or other encumbrances; (ii) the Prizes conform to applicable specifications described by Suppliers in Exhibit A; (iii) the Supplier Marks, Titan Brands' intended usage of the Suppliers Marks, and the Prizes do not and will not violate, infringe, or misappropriate any third party's copyright, patent, trademark or other intellectual property or proprietary rights; and (iv) the Prizes will be fit for their intended purpose, operate as intended, be free of design and manufacturing defects, and be merchantable.
- Suppliers shall perform its obligations in a timely manner, understanding that time is of the essence in fulfilling such obligations.