This letter sets forth a binding agreement (the "Agreement") with respect to the proposed Microsite (the "Microsite") to be established and operated by Everywear, LLC ("Everywear") for each company that uses this service ("You" or "Your"). BY USING EVERYWEAR, YOU AGREE TO THE TERMS OF THIS AGREEMENT.

  1. Everywear shall design, host and operate a Microsite for You within the Everywear domain in accordance with the terms and conditions of this Agreement. The Microsite will feature only Your marks, branding, product and inventory, all of which content shall be provided by You and in which content You shall own or control all rights. You hereby grant Everywear a license to use the content during the Term for the purpose of exercising its rights and fulfilling its obligations under this Agreement. You shall promote the Microsite to its customers through an email campaign targeting individual Your customers from Your customer database (additional promotion via banners/social etc. are optional and will link to the Microsite). All emails shall contain a direct link to the Microsite that will initiate a session with an Everywear "stylist", who shall make purchase recommendations solely from Your inventory. You shall provide Everywear with current product and inventory information (via API, CSV etc) during the Term and Everywear's inability to comply with its obligations in the immediately preceding sentence resulting from Your failure to provide such current information shall not be deemed a breach of this Agreement. All purchases generated through the Microsite shall be made directly through Your website, unless otherwise agreed to in writing.
  2. The term of this Agreement shall commence as of contract date start and shall continue through to contract date end (the "Term"); The launch of the Microsite, and the initial email campaign promoting the Microsite, will occur on or around the contract start date. If the parties desire to continue the Microsite after the Term, they shall negotiate and enter into a comprehensive agreement regarding the Microsite and other Everywear applications, on terms acceptable to each party in its sole discretion, including without limitation, the structure and amount of licensing fees payable to Everywear.
  3. All customer data provided by You, or provided by Your customers through the Microsite, including without limitation, customer names, contact information and profiles (collectively, "Your Customer Data") is and shall remain property of You. You hereby grant to Everywear a limited, revocable, royalty-free license to use Your Customer Data during the Term solely in connection with the operation of the Microsite. For the avoidance of doubt, the term "Your Customer Data" does not include any data relating to any person who is Your customer but was previously, during the Term or thereafter obtained by Everywear other than through the Microsite or from You.
  4. This Agreement, the negotiation of the comprehensive agreement (if any), each party's business plans, Your POS, each party's systems data security measures, software, hardware and other systems, and all other information that may reasonably be interpreted to be confidential, and is disclosed by one party to the other in connection with this Agreement, shall be deemed Confidential Information of the disclosing party, which the receiving party shall use for the sole purpose of exercising its rights and performing its obligations under this Agreement.
  5. Everywear shall at all times comply with all applicable card brand operating regulations, including without limitation, the collective adoption of rules and regulations, as amended from time to time relating to card transactions and services by card brands (e.g., Visa rules may be found at https://usa.visa.com/dam/VCOM/download/merchants/visa-international-operating-regulations-main.pdf , and MasterCard rules may be found at http://www.mastercard.com/us/merchant/pdf/BM-Entire_Manual_public.pdf while Discover rules may be accessed at www.discovernetwork.com or such other replacement site created during the Term).
  6. Each of Everywear and You shall indemnify (in such capacity, the "Indemnifying Party"), defend, and hold harmless the other party, and the other party's officers, directors, employees, attorneys, agents, successors and assigns (collectively, "Indemnified Parties") from and against any and all damages, losses, claims, fines, fees or expenses (including reasonable outside attorneys' fees and costs of suit) incurred by an Indemnified Party in connection with any claim by a third party to the extent arising from or relating to the Indemnifying Party's negligence or willful misconduct or breach of this Agreement.
  7. Neither Everywear nor You shall issue any press release or make any other public announcement with respect to this Agreement or the Microsite without the other party's prior written consent.
  8. This Agreement constitutes the entire agreement between You and Everywear relating to the Microsite. This Agreement may not be amended except in a writing signed by both parties. This Agreement shall be governed by the laws of the State of New York, without giving effect to the conflicts of law provisions thereof.
  9. This Agreement may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which will constitute together but one and the same Agreement.