These terms and conditions (“Terms”) set out the terms applicable to the Supply & Commission Agreement (“Agreement”) entered into between the parties.

1. Other Events Of Termination. Either Party’s failure to perform any material obligation under this Agreement shall be a default.
   (“Default”) under this Agreement. In the event of a Default by either Party, the non-defaulting Party shall provide the defaulting party with Notice of Default, in writing, specifically identifying the nature of the default. If the Default remains uncured at the expiration of thirty (30) days after the defaulting Party’s receipt of the Notice of Default, this Agreement may be terminated by the non-defaulting Party upon notice provided to the defaulting Party in writing. Either Party may terminate this Agreement if the other Party files for protection under the bankruptcy laws of the United States or becomes a party to a petition (whether voluntary or involuntary) for bankruptcy under the laws of the United States.
2. Payments. In consideration of the benefits delivered through our Preferred Supplier Program, supplier agrees to pay AIM Smarter, LLC a monthly Sales and Service Fee, set forth in the applicable supplier agreement between the Supplier and AIM Smarter, LLC.  (Supplier Fee).
3. Audit Rights. Suppliers shall maintain adequate books and records of account to calculate and set forth the monthly orders placed through AIM Smarter, LLC distributor members, and the amount (Sales and Service Fees) to be remitted to AIM Smarter, LLC from Supplier for those orders. These books and records of account shall be produced for inspection by Supplier upon reasonable written notice of a request for inspection.
4. Status As Independent Contractors. The relationship between AIM Smarter LLC and Supplier is solely that of vendor and vendee. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties or an employee/employer relationship. No Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party, or to bind the other Party to any contract, agreement or undertaking with any third party.
5. Intellectual Property Rights. As used in this Agreement, “Intellectual Property Rights” means and includes all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names (whether or not trademarked or registered by any authorized private registrar or governmental authority), web addresses, web pages, websites, URLs and the like; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works; (e) trade secrets, including customer lists and other proprietary data compilations; (f) any and all data and/or information supplied by Supplier to AIM Smarter, LLC in connection with the AIM Smarter, LLC sites and/or data and/or information gathered by AIM Smarter, LLC in connection with performing the services; (g) all other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, whether registered or unregistered, and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction in any part of the world.
6. Ownership And Use. Subject to the express rights and licenses granted by the Parties to each other in this Agreement, the Parties acknowledge and agree that: (a) Each Party’s Intellectual Property Rights are the sole and exclusive property of that Party or that Party’s licensors, and nothing in this Agree-ment shall be construed to grant any ownership interest in any Intellectual Property Rights other than as expressly set forth herein; (b) Any goodwill derived from one Party’s use of the other Party’s Intellectual Property Rights inures to the benefit of the owner of the Intellectual Property Rights or that Party’s licensors; (c) Each Party shall use the other’s Intellectual Property Rights and shall use the AIM Smarter, LLC Intellectual Property solely for the purposes of performing its obligations under this Agreement, and only in accordance with this Agreement and/or the instructions of the other Party; the Parties shall not use the other’s Intellectual Property Rights for any other purpose (d) Upon termination of this Agreement, including any Renewal Term, all rights and licenses granted to the Parties to use the other’s Intellectual Property Rights, including any right to use Reseller’s and its customer’s data, shall terminate, except, however, that, AIM Smarter, LLC is allowed to store this data on their servers and database indefinitely.
7. Trademark License Grant. Supplier hereby grants to AIM Smarter, LLC a nonexclusive, non-transferable and nonsublicensable license to use Supplier’s trademarks during the term of this Agreement. AIM Smarter, LLC will promptly discontinue the display or use of Supplier’s trademarks or change the manner in which any such trademarks are displayed or used, when requested in writing by Supplier.
8. No Continuing Rights. Upon termination of this Agreement, for whatever reason: (a) A Party’s rights and/or license to use the other’s trademarks or other Intellectual Property Rights likewise terminates; (b) Each Party shall immediately cease all display, advertising, promotion and use of the other’s trademarks or copyrighted materials, and shall not thereafter use, advertise, promote or display any trademarks, trade names, product designations or copyrighted materials, or any part thereof, that is similar to or confusing with those associated with the other Party.
9. Supplier General Indemnification. Supplier shall indemnify, hold harmless and defend AIM Smarter, LLC and their parents, officers, directors, partners, members, shareholders, employees, agents, successors and permitted assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising out of or relating to any claim brought against AIM Smarter, LLC by a third party: (a) Alleging or relating to a material breach of this Agree-ment by Supplier; (b) Alleging or relating to any grossly negligent or more culpable act or omission of Supplier (including any recklessness or willful or criminal misconduct) in connection with the performance of Supplier’s obligations under this Agreement; (c) Where the claim alleges that Supplier violated a third party’s intellectual property, licensing, ownership or contractual rights in connection with or related to this Agreement, or any of the transactions thereunder; (d) Alleging or relating to any failure by Supplier to materially comply with any applicable laws, regulations, rules or standards in connection with the performance of Supplier’s obligations under this Agreement; and (e) Alleging breach of warranty, fitness for a particular purpose, product liability, or any personal injuries relating to the sale and use of Supplier’s products.
10. Entire Agreement. This Agreement, along with the Supplier Agreement, constitutes the Parties’ sole and entire agreement regarding the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding this subject matter. The Parties expressly acknowledge that other than the terms and conditions set forth in this Agreement, no Party has relied on any other express or implied statements, understandings, representations or warranties, either written or oral, including any representations or warranties arising from statute or otherwise in law. However, all terms and conditions, terms of use, and privacy notices contained on the AIM Smarter, LLC sites shall apply.
11. Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by the Party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated and does not operate as a waiver on any future occasion. None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement: (a) Any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or (b) Any act, omission or course of dealing between the Parties.
12. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.13. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.
13. Confidentiality. The contents of this document are confidential and should not be copied or duplicated. The information contained within this document is strictly confidential between AIM Smarter, LLC, and Supplier and is not to be shared with any AIM Member, customers or anyone else. Violation of this provision will result in Supplier’s loss of status as a preferred Supplier and Supplier acknowledges responsibility for any damages to AIM Smarter, LLC, that would result from Supplier’s breach of this confidentiality provision.
14. General Terms and Conditions. The terms of this agreement commence upon the effective date of January 1, 2021 and will continue for one year thereafter (Jan. 1-Dec. 31, 2021). This agreement will automatically renew on January 1, 2022 for an additional one-year term and be effective through December 31, 2022 (“Expiration Date”) unless terminated in writing by either party at least sixty (60) days before the Expiration Date.

When AIM partners with a supplier or service provider, we truly seek ways to add value to the relationship and expect the same from our partners. We do not take the term "partner" lightly. We want your business to grow through our distributor members and we work hard to promote your company among our distributors and to the extent possible, to their clients and prospects.   We are in our 10th year and have developed and maintained some fantastic relationships with our partners. Many regularly report double digit growth year after year. One partner said this:  “Thank you for your continued support. For the 2nd straight year, sales among AIM members are up 40%”. Another partner said, “We have seen a dramatic jump in AIM Member orders." In August, 2018 another partner said, “I want you to know that becoming an AIM Partner has been a Great Decision for us. Your Members are some of the sharpest and most motivated Distributors we deal with. " As an AIM partner, you will receive monthly updates to our current membership list. We initially announce your partnership to our group, and we post a full listing of your company information and details on our Members Only online directory of partners. In addition, your products are listed first among searches performed on ASI’s ESP, and SAGE.  Read the list of benefits below. Our AIM Staff are always ready to help our partnership with you succeed.  If you are interested in partnering with the AIMastermind Group, call Jamie Coggeshall at 610-650-9299 for additional information or email aimastermind@mac.com

AIM Preferred Suppliers receive:

Free Online Listing - Partners receive an online listing in the AIM Directory available to Members only.  This directory is searchable and and the partner appears in our Directory by their Primary Category. Exclusivity - We do our best to limit the number of suppliers per product category. Free Top Search Results - AIM Partners products appear first in searches on both ESP and SAGE.  Many AIM members set their websites to only search AIM Partners. Free Promotional Opportunities - Send us your coupons, sales, incentives, and PSA specials, and we'll post them in your profile, in our Specials Section, and we announce them to our members. AIM Catalog - AIM Partners can choose to promote their products in our Annual AIM catalog.  Our catalog features products exclusively from AIM partners.   Featured Products - AIM Partners can exhibit their New products, or Best Sellers in our Featured Products Slide Show.   Sample Distribution - AIM Partners can provide co-branded samples to our members. Meet the Members - We provide various opportunities for AIM Partners and their reps to meet our members at national and regional trade shows, and other AIM events. AIM Pro Tech Suite - AIM partners have the exclusive opportunity to be part of our Presentation to Invoice Order Management Platform, CRM, E-commerce Websites, Company Stores, and more.  Get your products in our platform for top of mind exposure, and great marketing opportunities.  Be part of the AIM Pro Edge. Member Discounts - AIM can extend many of our Group Discounts to our supplier and service partners.  If you are interested in any of the following, please let us know: Artwork or Virtual Proofing discounts - typical turnaround is 2-3 hours. Digitizing discounts - typical turnaround is 2-3 hours. Discounts on office supplies Travel Discounts Discounts on computer equipment and mobile devices Shipping Discounts Health Insurance Discounts AIM is always open to discussing new opportunities with our partners.  We are constantly developing new programs for the benefit of both our distributor members and supplier partners.

These terms and conditions (“Terms”) set out the terms applicable to the Supplier Agreement (“Agreement”) entered into between the parties.

1. Other Events Of Termination. Either Party’s failure to perform any material obligation under this Agreement shall be a default (“Default”) under this Agreement. In the event of a Default by either Party, the non-defaulting Party shall provide the defaulting party with Notice of Default, in writing, specifically identifying the nature of the default. If the Default remains uncured at the expiration of thirty (30) days after the defaulting Party’s receipt of the Notice of Default, this Agreement may be terminated by the non-defaulting Party upon notice provided to the defaulting Party in writing.Either Party may terminate this Agreement if the other Party files for protection under the bankruptcy laws of the United States, or becomes a party to a petition (whether voluntary or involuntary) for bankruptcy under the laws of the United States.

2. Payments. In consideration of the benefits delivered through our Preferred Supplier Program, supplier agrees to pay AIM Smarter, LLC a Sales and Service Fee, set forth in the applicable Supplier Agreement between the Supplier and AIM Smarter, LLC (Supplier Fee). This Supplier Fee is based on a percentage of the total amount that all AIM Smarter, LLC members spend with the Supplier, excluding taxes or freight. The Supplier Fee shall be paid to AIM Smarter, LLC either by check or credit card, and should be made payable to AIM Smarter, LLC. The Supplier Fee shall be paid on a quarterly basis, unless otherwise agreed. The Supplier Fee will be due within 15 days of the close of the applicable quarter. In order to reconcile the total value purchased across all AIM members, The Supplier shall provide AIM Smarter, LLC with a quarterly sales report that provides details of the quantity and cost of the products or services sold. If the fee is not paid within 30 days after it is due, AIM Smarter, LLC will accrue an interest rate or 8% per annum on the outstanding fee until paid in full.

3. Audit Rights. Suppliers shall maintain adequate books and records of account to calculate and set forth the monthly orders placed through AIM Smarter, LLC distributor members, and the amount (Sales and Service Fees) to be remitted to AIM Smarter, LLC from Supplier for those orders. These books and records of account shall be produced for inspection by Supplier upon reasonable written notice of a request for inspection.

4. VIP Incentives. Suppliers participating in our VIP Incentive Program should note AIM will make payments to all AIM members in good-standing and who opt-in to our VIP Incentive Program and comply with terms outlined therein according to the amount on the participating supplier agreement. These payments will be made following the receipt of supplier payments to AIM and after the close of AIM’s fiscal year.

5. Status As Independent Contractors.The relationship between AIM Smarter, LLC and Supplier is solely that of supplier and distributor member. Nothing in this Agreement creates any agency, joint venture, partnership or other form of joint enterprise, employment or fiduciary relationship between the Parties or an employee/employer relationship. No Party has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other Party, or to bind the other Party to any contract, agreement or undertaking with any third party.

6. Intellectual Property Rights. As used in this Agreement, “Intellectual Property Rights” means and includes all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names (whether or not trademarked or registered by any authorized private registrar or governmental authority), web addresses, web pages, websites, URLs and the like; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works; (e) trade secrets, including customer lists and other proprietary data compilations; (f) any and all data and/or information supplied by Supplier to AIM Smarter, LLC in connection with the AIM Smarter, LLC sites and/or data and/or information gathered by AIM Smarter, LLC in connection with performing the services; (g) all other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, whether registered or unregistered, and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the laws of any jurisdiction in any part of the world.

7. Ownership And Use. Subject to the express rights and licenses granted by the Parties to each other in this Agreement, the Parties acknowledge and agree that: (a)Each Party’s Intellectual Property Rights are the sole and exclusive property of that Party or that Party’s licensors, and nothing in this Agreement shall be construed to grant any ownership interest in any Intellectual Property Rights other than as expressly set forth herein;(b)Any goodwill derived from one Party’s use of the other Party’s Intellectual Property Rights inures to the benefit of the owner of the Intellectual Property Rights or that Party’s licensors; (c)Each Party shall use the other’s Intellectual Property Rights and shall use the AIM Smarter, LLC Intellectual Property solely for the purposes of performing its obligations under this Agreement, and only in accordance with this Agreement and/or the instructions of the other Party; the Parties shall not use the other’s Intellectual Property Rights for any other purpose (d) Upon termination of this Agreement, including any Renewal Term, all rights and licenses granted to the Parties to use the other’s Intellectual Property Rights, including any right to use Reseller’s and its customer’s data, shall terminate, except, however, that, AIM Smarter, LLC is allowed to store this data on their servers and database indefinitely.

8. Trademark License Grant. Supplier hereby grants to AIM Smarter, LLC a nonexclusive, non-transferable and nonsublicensable license to use Supplier’s trademarks during the term of this Agreement. AIM Smarter, LLC will promptly discontinue the display or use of Supplier’s trademarks, or change the manner in which any such trademarks are displayed or used, when requested in writing by Supplier.

9. No Continuing Rights. Upon termination of this Agreement, for whatever reason: (a) A Party’s rights and/or license to use the other’s trademarks or other Intellectual Property Rights likewise terminates; (b) Each Party shall immediately cease all display, advertising, promotion and use of the other’s trademarks or copyrighted materials, and shall not thereafter use, advertise, promote or display any trademarks, trade names, product designations or copyrighted materials, or any part thereof, that is similar to or confusing with those associated with the other Party.

10. Supplier General Indemnification. Supplier shall indemnify, hold harmless and defend AIM Smarter, LLC and their parents, officers, directors, partners, members, shareholders, employees, agents, successors and permitted assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and costs, arising out of or relating to any claim brought against AIM Smarter, LLC by a third party: (a) Alleging or relating to a material breach of this Agreement by Supplier; (b) Alleging or relating to any grossly negligent or more culpable act or omission of Supplier (including any recklessness or willful or criminal misconduct) in connection with the performance of Supplier’s obligations under this Agreement; (c) Where the claim alleges that Supplier violated a third party’s intellectual property, licensing, ownership or contractual rights in connection with or related to this Agreement, or any of the transactions thereunder; (d) Alleging or relating to any failure by Supplier to materially comply with any applicable laws, regulations, rules or standards in connection with the performance of Supplier’s obligations under this Agreement; and (e) Alleging breach of warranty, fitness for a particular purpose, product liability, or any personal injuries relating to the sale and use of Supplier’s products.

11. Entire Agreement. This Agreement, along with the Supplier Agreement, constitutes the Parties’ sole and entire agreement regarding the subject matter hereof, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding this subject matter. The Parties expressly acknowledge that other than the terms and conditions set forth in this Agreement, no Party has relied on any other express or implied statements, understandings, representations or warranties, either written or oral, including any representations or warranties arising from statute or otherwise in law. However, all terms and conditions, terms of use, and privacy notices contained on the AIM Smarter, LLC sites shall apply.

12. Waiver. No waiver under this Agreement is effective unless it is in writing, identified as a waiver to this Agreement and signed by the Party waiving its right.Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.None of the following constitutes a waiver or estoppel of any right, remedy, power, privilege or condition arising from this Agreement:  (a)Any failure or delay in exercising any right, remedy, power or privilege or in enforcing any condition under this Agreement; or (b)Any act, omission or course of dealing between the Parties.

13. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

14. Confidentiality. The contents of this document are confidential and should not be copied or duplicated. The information contained within this document is strictly confidential between AIM Smarter, LLC, and Supplier and is not to be shared with any AIM Member, customers or anyone else. Violation of this provision will result in Supplier’s loss of status as a preferred Supplier and Supplier acknowledges responsibility for any damages to AIM Smarter, LLC, that would result from Supplier’s breach of this confidentiality provision.

15. General Terms and Conditions: The terms of this agreement commence upon the effective date of January 1, 2020 and will continue for one year thereafter (Jan. 1-Dec. 31, 2020). This agreement will automatically renew on January 1, 2021 for an additional one-year term and be effective through December 31, 2021 (“Expiration Date”) unless terminated in writing by either party at least sixty (60) days before the Expiration Date.