Toggle each section below to read Scarecrow’s policies regarding authorized sellers.
AUTHORIZED RETAILER TERMS & CONDITIONS
Scarecrow, Inc. (“Scarecrow” or “SVF”) has implemented these Scarecrow Authorized Retailer Purchase Terms & Conditions (“Terms”), which apply to retailers of Scarecrow products (“Products”) in the United States of America. By purchasing Products from SVF for retail sale, you (hereinafter “Retailer,” “you,” or “your”) agree to adhere to the following terms. Please read these terms carefully. Until such status is otherwise revoked by SVF at its sole and absolute discretion, Retailer shall be considered an “Authorized Retailer” hereunder.
MINIMUMS - Vary based on Store Type which is determined by SVF upon AOSA review.
All merchandise per order must be shipped to the same address
No drop shipments to consumers or individual store locations
PAYMENT TERMS – SVF reserves the right to sell (or not sell) products to any company or any retailer and can rescind discounts or deny shipment on any Purchase Order at any time at its discretion without explanation or liability.
PREPAY - All First & Second-year domestic orders, including shipping charges and, ALL Exports
NET 30 - In the third year, customer may request Net 30 Terms
HALLOWEEN DATING - Orders of $1,500.00 or more with approved credit •DEPOSIT OF 1/3 OF INVOICE before merchandise will be allocated•Dating available June through September only (other months revert to Net 30)•All balances due on or before November 10th of the same year
Credit Card - Please pay online at www.plastiq.com
Wire Transfer - Bank info:
CHASE BANK New York, Routing No. 322271627
Scarecrow Inc., Account No. 777920997
431 Leoni Drive #1 Grover Beach CA 93433
DEFAULT OF PAYMENT - SVF reserves the right to terminate credit terms and/or any discounts without notice for any reason, especially due to late or non-payment of any deposit or invoice.
Any Invoice unpaid as of 12/01 of any year is subject but not limited to interest accrual of 1-1/2% per month beginning on that date for 60 days.
On the 90th day past due, all discounts on unpaid invoices are REVOKED and line items revert to "Full Wholesale Price" as published in the Price List as of the date the order was placed. Customer has 30 days to pay all invoices at the higher rate in order to prevent referral to Collection Agency.
On the 120th day past due, SVF adds a "collection fee" of $150.00 and sends the Invoice to Collection Agency. The Collection Agency adds their fee on top of Scarecrow’s prices, interest, fees and charges, an amount determined by Collection Agency, and that amount will be payable directly to the Collection Agency to clear your credit. Credit Terms will be permanently revoked by SVF.
DELIVERY – SVF uses our own shipper exclusively. No deliveries will be charged to a customer’s shipper account. Shipping dates cannot be guaranteed but all orders will be shipped as close to customers requested delivery dates as possible. We cannot notify every customer by telephone before every order ships. All merchandise will be shipped insured at customer’s expense unless it is a palletized delivery. Customer will be responsible for freight, insurance and handling charges (cost may vary depending on order size) applied to all shipments including backorders, palletizing fees for large orders (again, cost may vary), wire transfer fees, foreign order processing fees and other incidentals as listed on Invoices. Are imbursement equal to what the SVF shipper charges will be invoiced for each change of address to forward a shipment if SVF office is notified after it ships.
STORAGE, CLAIMS & RETURNS - Store and display all merchandise out of direct sunlight in a cool, dry area. SVF merchandise is thoroughly inspected before it leaves our warehouse. Products cannot be returned because of lack of sale, improper use or storage, or any loss of damage after delivery to customer by any cause, including without limitation: fire, water, leakage, theft, negligence or breakage. Claims on damaged orders due to carrier’s negligence will be filed with carrier and require customer's cooperation.
CANCELLATION, CHANGES, ADDITIONS, DELETIONS - Merchandise is manufactured for customers PER ORDER on a first come, first served basis. This order represents a reservation of merchandise by the customer. If any order is changed or cancelled, it may cause a customer account to enter into default, forfeiture of merchandise or discounts.
Purchase Orders and Products. (“Purchase Orders”) made by Retailer shall be handled pursuant to Scarecrow’s then-current product order, shipment, and return procedures LISTED ABOVE which may be amended by Scarecrow at any time in its sole and absolute discretion. A completed order form, purchase order,telephone or online order of any kind constitutes an AGREEMENT between SCARECROW INC., A California Corporation, and customer to enter into a contract pursuant to the terms and conditions specified herein. The person signing this form is agent of Customer and both Customer and signatory are liable for full payment of all invoices and subsequent reorders under the Customer and/or Owner Name. Scarecrow reserves the right to reject any Purchase Order, in whole or in part, for any reason. Scarecrow reserves the right, at any time in its sole and absolute discretion and without any obligation, liability or advance notice to Retailer, to discontinue the sale of or limit the production of any Product, to terminate or limit deliveries of any Product, to alter the design or composition of any Product, and to add new and additional products to or delete existing Products from its product lines.
Manner of Sale. Retailer shall sell the Products only as set forth herein. Otherwise, the Products may not be eligible for certain services and benefits, including, wherever permitted by law, coverage under Scarecrow’s Product warranties or guarantees.
Authorized Customers. Retailer shall sell Products solely to End Users of the Products. An“End User” is any purchaser of the Product(s) who is the ultimate consumer of the Product and who does not intend to resell the Product to a third party. Retailer shall not sell to anyone a quantity of the Products greater than that generally purchased by an individual for personal use. Retailer shall not sell or transfer any of the Products to any person or entity for resale without the prior written consent of Scarecrow. This includes sales to B2B accounts, wholesalers, freight forwarders/drop shippers for other retailers, or any other person or entity Retailer knows or has reason to know intends to resell the Products.
Geographic Location of Sales. Retailer shall not sell, ship, or invoice Products to customers outside of the United States of America without the prior written consent of Scarecrow.
Online Sales. Retailer shall not market or offer for sale the Products on or through any publicly accessible website, including, without limitation, any third-party marketplace website such as Amazon, eBay, Jet, Rakuten, Walmart Marketplace, or Sears Marketplace, without the prior written consent of Scarecrow, which is granted solely through execution by Scarecrow of the Scarecrow, Inc. Authorized Online Seller Agreement. Execution by Scarecrow of the Scarecrow, Inc. Authorized Online Seller Agreement constitutes the only means of providing consent to sell the Products online on publicly accessible websites. No Scarecrow employee or agent can authorize online sales through oral statements, other written agreement, or by any other means. These Terms supersede any prior agreement between Scarecrow and Retailer regarding the sale of the Products online. Any authorization previously granted to Retailer by Scarecrow to sell the Products online is hereby revoked.
Sales Practices and Inventory. Retailer shall support Scarecrow’s sales programs and use best efforts to advertise, promote, market and sell the Products to its authorized customers and, as applicable, meet or exceed minimum sales commitments. Retailer shall conduct its business in a reasonable and ethical manner at all times, whether engaged in the sale of Scarecrow Products or other products, and shall not engage in any deceptive, misleading or unethical practices or advertising at any time, nor make any warranties or representations concerning the Products except as expressed or authorized by Scarecrow. Retailer shall comply with any and all applicable laws, rules, regulations, and policies related to the advertising, sale and marketing of the Products. Further, Retailer shall carry an inventory of the Products adequate to meet the needs of, and to furnish prompt and efficient delivery of Products to its customers.
Product Packaging and Display. Retailer will not separate any component of product from its packaging and offer that packaging for sale. Retailer shall sell Products in their original packaging. Relabeling, repackaging (including the separation of bundled products or the bundling of products), and other alterations are not permitted. Tampering with, defacing, or otherwise altering any serial number, UPC code, or other identifying information on Products or their packaging is prohibited. Retailer shall not remove, translate, or modify the contents of any label or literature on or accompanying the Products. Retailer shall not advertise, market, display, or demonstrate non-Scarecrow products together with the Products in a manner that would create the impression that the non-Scarecrow products are made by, endorsed by, or associated with Scarecrow.
Customer Service. Retailer and Retailer’s sales personnel shall be familiar with the special features of all Products marketed for sale and must obtain sufficient Product knowledge to advise End Users on the selection and safe use of the Products, as well as any applicable warranty, guarantee, or return policy. Retailer shall be available to respond to customer questions and concerns both before and after sale of the Products and should endeavor to respond to customer inquiries promptly. Retailer and Retailer’s agents must represent the Products in a professional manner and refrain from any conduct that is or could be detrimental to the reputation of Scarecrow. Retailer agrees to cooperate fully with SVF in any investigation or evaluation of such matters.
Intellectual Property. Retailer acknowledges and agrees that Scarecrow is the owner of all proprietary rights in and to the SCARECROW® brand, name, logo, trademark, service mark, trade dress, copyright, and other intellectual property related to the Products (the “Scarecrow IP”). Retailer is granted a limited, non-exclusive, non-transferable, revocable license to use the Scarecrow IP solely for purposes of marketing and selling the Products as set forth herein. This license will cease immediately upon termination of Retailer’s status as an Authorized Retailer. Scarecrow reserves the right to review and approve, in its sole discretion, Retailer’s use or intended use of the Scarecrow IP at any time, without limitation. All goodwill arising from Retailer’s use of the Scarecrow IP shall inure solely to the benefit of Scarecrow.
Product Care and Quality Controls. Retailer shall care for the Products as set forth herein:
Product Storage and Handling. Retailer shall exercise due care in storing, handling and displaying all Products shall fully comply with any and all instructions provided by SVF regarding any aspect of the Products, including, but not limited to, storage handling, and shipping.
Product Inspection. Promptly upon receipt of the Products, or within 5 days, Retailer shall inspect the Products for damage, defect, or other non conformance (collectively, “Defects”). If any Defect is identified, Retailer must not offer the Product for sale, and must promptly report the Defect to Scarecrow at [email protected]
Recalls and Consumer Safety. To ensure the safety and well-being of the End Users of the Products, Retailer shall cooperate with Scarecrow with respect to any Product recall or other consumer safety information dissemination effort. Should Retailer learn of any incident that could reflect or indicate a safety concern associated with any Product, Retailer shall promptly report the incident or other information learned to Scarecrow at [email protected]
Warranty. SCARECROW INC. MAKES NO REPRESENTATION OR WARRANTY TO RETAILER OF ANY NATURE OR KIND REGARDING THE PRODUCTS. SVF DISCLAIMS ALL OTHER WARRANTIES TO RETAILER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING BY OPERATION OF LAW, COURSE OF DEALING, CUSTOM OF TRADE OR OTHERWISE. SVF’S SOLE OBLIGATION AND LIABILITY TO RETAILER IN RESPECT OF ITS WARRANTY AS SET FORTH IN THE STATEMENT OF WARRANTY SHALL BE, AT ITS OPTION, TO REPAIR OR REPLACE THE RELEVANT PRODUCT AT ITS COST.
Termination. In addition to all other available remedies, if Retailer breaches any of the Terms,Scarecrow reserves the right to terminate the Terms immediately in addition to all other available remedies.Upon termination, Retailer will immediately lose its status as an Authorized Retailer and shall immediately cease(i)selling the Products; (ii) acting in any manner that may reasonably give the impression that Retailer is an Authorized Retailer of Scarecrow Products or has any affiliation whatsoever with Scarecrow; and (iii) using all Scarecrow IP.
Indemnification. Except as otherwise provided herein, each Party shall, and hereby does, indemnify,defend, save and hold harmless, the other Party, and its directors, officers, employees, shareholders, partners,counsel, auditors, accountants, agents, advisors and all other representatives and each of the heirs, executors,successors and assigns of any of the foregoing, from and against any and all losses, liabilities, obligations,actions, causes of actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants,contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions, claims,and demands whatsoever, in law, admiralty, or equity, known or unknown of any kind to the extent they are caused by, arise from, or are incurred in connection with (a) any breach of, or failure to perform, any term,covenant or condition in the Terms by the indemnifying Party, or (b) the negligence or willful misconduct of the indemnifying Party or its officers, employees, agents or contractors.
Limitation of Liability. SCARECROW SHALL NOT BE LIABLE TO RETAILER UNDER ANY CIRCUMSTANCES FOR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, LOSS OF SALES, OR LOSS OF PROFITS. SCARECROW’S AGGREGATE LIABILITY FOR ANY DAMAGE OR THAT OF ANY THIRD PARTY CAUSED BY ITS PRODUCTS OR OTHERWISE BY IT ACTS OR OMISSIONS, SHALL NOT EXCEED, IN RESPECT OF ANY CLAIM ARISING OUT OF A SINGLE EVENT OR A SERIES OF CONNECTED EVENTS, THE AGGREGATE AMOUNT PAYABLE BY RETAILER TO SCARECROW DURING THE SIX (6)-MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSATION OF ANY DAMAGES. THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL APPLY HOWEVER THE LOSS OR DAMAGE IS CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, BREACH OF CONTRACT, DELAY OF PERFORMANCE, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE,WHETHER OR NOT SUCH LOSS WAS FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES, AND REGARDLESS OF WHETHER THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE.
Availability of Injunctive Relief. Notwithstanding anything to the contrary herein, if there is a breach or threatened breach of Sections 2 (Manner of Sale), 3 (Product Care and Quality Controls), 5 (Intellectual Property), or 6 (Termination) of the Terms, it is agreed and understood that Scarecrow will have no adequate remedy in money or other damages at law. Accordingly, Scarecrow shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in the Terms of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of the Terms. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Scarecrow to exercise any right(s) herein or to insist upon full compliance by Retailer with Retailer’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Scarecrow’s right to fully enforce any or all provisions and parts thereof.
Audit. Scarecrow reserves the right to audit and/or monitor Retailer’s activities for compliance with the Terms, including, but not limited to, inspection of Retailer’s facilities and records concerning the Products.
Modifications. Scarecrow reserves the right to update, amend, or modify the Terms upon written or electronic notice to Retailer. Unless otherwise provided, such amendments will take effect immediately and Retailer’s continued use, advertising, offering for sale, or sale of the Products, use of the Scarecrow IP, or use of any other information or materials provided by Scarecrow to Retailer under the Terms following notice of the amendments will be deemed Retailer’s acceptance of the amendments.
Waiver. No waiver of any breach of any provision of the Terms shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing.
Retailer Contact Information. Retailer agrees to maintain accurate and up-to-date company information and to promptly notify Scarecrow of any change to its telephone number, mailing address, or email address.
Force Majeure. Scarecrow shall not be deemed to be in breach hereof or liable to Retailer in any manner on account of any delay in delivery or other performance caused in whole or in part by, or otherwise materially related to, the occurrence of any contingency beyond Scarecrow’s control, including without limitation, fire, flood, terrorist threats or acts, riot or other civil unrest, war, invasion, hostilities, strikes or other labor disputes, embargoes or transportation delays, shortage of labor, inability to secure fuel, energy, materials, supplies or power at reasonable prices from regular sources or on account of shortages thereof, delays or failures of any of Scarecrow’s suppliers to deliver, acts of God or of a public enemy, the effect of any existing or future laws, acts or regulation of any applicable federal, state or local government, or any other commercial impracticability.
Severability. If any provision of the Terms is held contrary to law, the remaining provisions shall remain valid.
Survival. The following provisions shall survive the termination of the Terms: Section 5(Intellectual Property); Section 7 (Indemnification); Section 11(f) (Survival); Section 11(g) (Governing Law and Venue); and Section 11(h) (Waiver of Jury Trial).
Governing Law and Venue. The Terms and any dispute arising under them shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its choice of law rules. In the event of a dispute over the terms or performance under the Terms, Retailer expressly submits to personal jurisdiction and venue in the federal or state courts in San Luis Obispo County, California.
Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THE TERMS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, AND WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
MAP Policy. Scarecrow has a Scarecrow, Inc. United States Minimum Advertised Price Policy (“MAP Policy”) that applies to all authorized retailers of Scarecrow Products located in the United States of America.This Section is intended to inform you of the MAP Policy, it does not constitute consideration for this agreement between you and Scarecrow, and does not separately constitute an agreement between you and Scarecrow regarding the price you will charge your customers for the Products. Scarecrow does not seek,nor will it accept from Retailer any assurance of compliance with the MAP Policy.
IMAGE & MEDIA RELEASE All images, slide shows, videos, social media posts are the exclusive property of Scarecrow Inc. Permission granted for use in retail stores & online only if company has an established SVF Authorized Account with SVF or through an authorized distributor. Discs, drives, individual images and videos whether acquired from SVF directly or online should not be sold to any third party. Do not show SVF fang images or videos in conjunction with any product not manufactured by SVF or in any way that Scarecrow deems "creating brand confusion." Photographic images may be cropped for use in printed or online media. Do not alter any video by cropping or editing in any way. Videos are intended for use in brick-and-mortar (physical)store locations for looping to your customers. To use a video on a website, please link or embed Scarecrow's original videos located on YouTube at: scarecrowvampirefangs. Permission to use videos and/or images can be revoked at any time by Scarecrow Inc. or its authorized distributor's discretion without explanation or liability and you will be required to remove all images and video from the Internet and/or your physical store. The use of Scarecrow Images & videos in retail stores, websites & advertising permitted,with limitations, only if an account is in good standing either directly or through an authorized distributor.
AUTHORIZED ONLINE SELLER AGREEMENT
This Scarecrow, Inc. Authorized Online Seller Agreement (the “Agreement”) is hereby entered into by and between Scarecrow, Inc. (“Scarecrow” or “SVF”) and the undersigned Seller (“Seller,” “you” or “your”) (collectively, the “Parties” and individually, a “Party”). The “Effective Date” of this Agreement is the date this Agreement is accepted by Scarecrow after being agreed to by you. You agree to this Agreement, and are deemed the “undersigned” by signing below.
Modification of the Terms. By entering into this Agreement, Seller affirms its agreement to adhere to the terms in the currently effective Scarecrow, Inc. Authorized Distributor Policy, Scarecrow, Inc. Authorized Reseller Policy, Scarecrow, Inc. Authorized Retailer Policy, and Scarecrow, Inc. Authorized Retailer Purchase Terms and Conditions, as applicable to Seller (the “Terms”). This Agreement supplements, amends, and is deemed incorporated into the Terms. Except as supplemented or amended pursuant to the terms and conditions in this Agreement, the Terms remain unchanged and in full force and effect as written. Unless otherwise defined herein,capitalized terms herein shall have the same meanings ascribed to them in the Terms.
Authorization of Online Sales.
Other than websites that may be defined in the Terms as “Permissible Websites,” the Terms prohibit the sale, marketing and/or selling of the Products on any website without Scarecrow’s prior written consent. Execution by Scarecrow of this Agreement constitutes Scarecrow’s consent, and the various provisions in the Terms pertaining to such prohibition are deemed amended in order to effectuate such approval. Subject to and to the extent provided by the terms and conditions herein, you may market for sale and sell Products solely and exclusively at the website(s) identified as approved by Scarecrow in the Application for Website Approval above or designated as Permissible Websites in the Terms collectively, the “Authorized Websites”).
Your Authorized Websites must be confined to the specific approved domain name(s)and/or screen name(s) or storefront name(s). In the construction of your domain name (including top-level domains and sub-domains) or any screen name or storefront name used on any Authorized Website, you may not use any Scarecrow product name or any trademark owned by or licensed to Scarecrow, nor any misspelling of any Scarecrow product name or trademark owned by or licensed to Scarecrow. Your Authorized Websites must not give the appearance that they are operated by Scarecrow.
You may not sell online anonymously. The full legal name, mailing address, email address,and telephone contact of your business must be clearly indicated on your Authorized Websites and must be included with any shipment of Products from your Authorized Websites.
At Scarecrow’s request, you will reasonably cooperate in demonstrating and/or providing access to, and copies of, all web pages that comprise your Authorized Websites. In your marketing and descriptions on your Authorized Websites, all Product images and descriptions must be kept up to date. You must remove outdated Product images and descriptions.
Your Authorized Websites must have a mechanism for receiving customer feedback and you agree to use reasonable efforts to address all customer feedback received. You also agree to provide copies of any information related to customer feedback, including your responses, to Scarecrow for review upon request. Further, you agree to cooperate with Scarecrow in the investigation of any negative online product review associated with your sale of Products.
You represent and warrant that your Authorized Websites are compliant and will maintain compliance with the World Wide Web Consortium Web Content Accessibility Guidelines 2.0 at the AA level, or, in the absence of a AA level standard, at the A level.
Product Fulfillment and Sales.
In your sales of Products from your Authorized Websites, you acknowledge and agree that you are responsible for all fulfillment to your individual customers, any applicable taxes associated with such individuals’ purchases of Products, and any returns of Products.
Unless separately authorized in writing by Scarecrow, Seller may not use any third-party fulfillment service to store inventory or fulfill orders for the Products. Under no circumstances shall Seller fulfill orders in any way that results in the shipped Product coming from stock other than the Seller’s.
Seller agrees not to represent or advertise any product as “new” that has been returned or repackaged.
Intellectual Property. Scarecrow grants you a non-exclusive, non-transferable, revocable, limited license to use those Scarecrow trademarks, trade names, service marks, logos, and trade dress separately authorized in writing by Scarecrow (collectively for this Agreement, “Scarecrow IP”) solely for purposes of performing marketing under this Agreement on your Authorized Websites; provided, however, Scarecrow may review and approve your intended or current use of such Scarecrow IP at any time, without limitation. You acknowledge that you own no right, title, or interest in any of the Scarecrow IP except as granted herein. This license shall be revoked immediately upon termination of this Agreement. Your use of Scarecrow IP shall be in conformance with any guidelines that may be provided by Scarecrow and must be commercially reasonable as to the size, placement, and other manners of use.
Termination. Scarecrow, in its sole and absolute discretion, may terminate its approval for you to market and sell Products at one or all of your Authorized Websites, and you must cease all such marketing and sales immediately on the applicable Authorized Website(s) upon receiving notice of such termination. Upon termination of your approval to market and sell Products at one or more Authorized Websites, your authorization to use Scarecrow IP on such websites shall be revoked. Scarecrow may terminate this Agreement with written notice at any time. On termination of your status as an Authorized Distributor, Authorized Reseller, or Authorized Retailer pursuant to the Terms, this Agreement shall terminate automatically, and you must immediately cease all marketing and sales of Products on your Authorized Websites.
Availability of Injunctive Relief. If there is a breach or threatened breach of Sections 2 (Authorization of Online Sales), 3 (Product Fulfillment and Sales), 4 (Intellectual Property), or 5 (Termination) of this Agreement, it is agreed and understood that Scarecrow will have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief and other equitable remedies; provided, however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement. No failure, refusal, neglect, delay, waiver, forbearance, or omission by Scarecrow to exercise any right(s) herein or to insist upon full compliance by Seller with Seller’s obligations herein shall constitute a waiver of any provision herein or otherwise limit Scarecrow’s right to fully enforce any or all provisions and parts thereof.
Scarecrow reserves the right to update, amend or modify this Agreement upon written notice to Seller. Unless otherwise provided, such amendments will take effect immediately and Seller’s continued use, advertising, offering for sale, or sale of the Products on the Authorized Websites following notice of the amendments will be deemed Seller’s acceptance of the amendments.
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, nor shall it constitute a course of dealing and no waiver shall be effective unless made in writing. If any provision of this Agreement is held contrary to law, the remaining provisions shall remain valid.
This Agreement may not be assigned or transferred by Seller without the prior, written consent of Scarecrow. Scarecrow is entitled to assign this Agreement, in whole or in part, without Seller’s consent to any Scarecrow-affiliated company or to any entity to which Scarecrow sells, transfers, conveys, assigns, or leases all or substantially all of its rights and assets with respect to the development, production, marketing, or sale of the Products. This Agreement is intended for the benefit of the Parties and their permitted assigns, and no other person will be entitled to rely upon this Agreement or be entitled to any benefits under this Agreement.
This Agreement, the Terms and their attachments, if any, constitute the entire agreement between the Parties regarding the contemplated transactions and supersedes all prior agreements and understandings between the Parties relating to the sale of the Products online.
The descriptive headings and sections of this Agreement are inserted for convenience only,and shall not control or affect the meaning or construction of any of the provisions hereof. Should any provision of this Agreement require judicial interpretation, it is agreed that the court interpreting or construing the same will not apply a presumption that the terms hereof will be more strictly construed against one Party by reason of the rule of construction that a document is to be construed more strictly against the Party who itself or through its agent prepared the same, it being agreed that all Parties, directly or through their agents, have participated in the preparation or negotiation hereof.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
Governing Law and Venue. The terms of this Agreement and any dispute arising under it shall be governed by, construed, and enforced in accordance with the laws of the State of California, without regard to its choice of law rules. In the event of a dispute over the terms or performance under this Agreement, Seller expressly submits to personal jurisdiction and venue in the federal or state courts of record in San Luis Obispo, California.
Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES EACH HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE)ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY OR THE PARTIES’ ACTIONS IN THE NEGOTIATIONS, ADMINISTRATION, OR ENFORCEMENT HEREOF OR THEREOF. THE PARTIES ACKNOWLEDGE THAT SUCH WAIVER IS MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE NATURE OF THE RIGHTS AND BENEFITS WAIVED HEREBY, WITH THE BENEFIT OF ADVICE OF COUNSEL OF ITS CHOOSING.
SCARECROW INC. MINIMUM ADVERTISED PRICE POLICY EFFECTIVE MARCH 22, 2018
Scarecrow, Inc. (“Scarecrow”), owner of the SCARECROW® brand products in the United States has determined that certain advertising practices undermine the trade reputation and premium image within the target consumer population of SCARECROW®-brand products (“Scarecrow Products”). Accordingly, to protect the integrity of the SCARECROW® brand, Scarecrow has adopted this Scarecrow, Inc. United States Minimum Advertised Price Policy (the “Policy”), which applies to all authorized resellers of Scarecrow Products in the United States of America.
The Policy will apply to advertisements of Scarecrow Products listed on the Scarecrow MAP Schedule (“Covered Products”). The Scarecrow MAP Schedule will be made available to all resellers at https://www.scarecrowvampires.com/map-schedule and may be amended by Scarecrow in its sole discretion at any time.
Scarecrow is solely responsible for establishing the minimum advertised price (“MAP”) for each Covered Product and communicating the MAP to all resellers. While resellers remain free to advertise and sell the Covered Products at any price they deem appropriate, it is a violation of this Policy for a reseller to advertise any Covered Product at a price lower than the MAP. Such advertisements include, but are not limited to:
Offering coupons, discounts, reseller rebates, or other inducements that, when applied, result in a price lower than the MAP, including through use of a storewide sale, promotional code, or other similar provision that can be applied to Covered Products.
Bundling Covered Products with other products/services (whether made or provided by Scarecrow or another entity) in a manner that implies below-MAP pricing for bundled Covered Product.
Strikeouts or strikethroughs of pricing information, “see price in cart,” or other statements that suggest that a lower price for a Covered Product may be found at the final online checkout stage.
Permitting any third-party to alter the advertised price for any Covered Product.
Direct or indirect attempts to circumvent this Policy also violate this Policy; however, it is not a violation to advertise that a customer may “call for price,” “text for price,” or “email for price” as long as no price is listed and no automated call, text message, or “bounce-back” email is used in response.
For purposes of this Policy, the terms “advertise” and “advertisement” include all promotional or pricing information displayed via any type of media, including, but not limited to, newspapers, catalogs, magazines, flyers, brochures, television, radio ads, billboards, signage (except signs displayed within a brick-and-mortar selling location), websites, blogs, social media, affiliate marketing networks/comparison shopping engines, reseller-initiated text messages or emails to customers or prospective customers, mobile/smart phone applications, banner ads, online product ads, paid search ads, pay-per-click ads, display ads, mobile ads, product listing ads, sponsored links, ads in any other media in a digital format that is communicated or conveyed via the Internet, and any other marketing or promotional materials, whether displayed online or through broadcast or other media.
Notwithstanding the foregoing, pricing information displayed at the final online checkout stage of a transaction is not considered “advertising” under this Policy. The “final online checkout stage” is the stage when the Covered Product is put into a shopping cart that contains the customer’s name, shipping address, email address, and payment information. Pricing information in the “shopping cart” or “checkout” stages must be obscured technically so that it is not retrievable by shopping and pricing engines, and not displayed on search page results within the reseller’s own website.
From time to time, Scarecrow may announce MAP holidays or promotions that are applicable to all resellers, during which periods a reseller that advertises a Covered Product in accordance with the terms of the authorized promotion will not be deemed to have violated the Policy. Scarecrow will notify all resellers of any such authorized promotions, generally not fewer than 30 days in advance. Further, the advertisement of free or reduced-price shipping is not a violation of this Policy as long as such offer applies to all or almost all other products offered by a reseller in the same product category.
This Policy does not constitute an agreement between Scarecrow and any other entity. Scarecrow neither solicits nor will it accept any assurance of compliance with this Policy from any reseller or other party. Each reseller must independently choose whether to comply with the terms of this Policy. This Policy is not negotiable and will not be altered for any individual reseller. This Policy applies only to advertised prices and does not affect the prices that a reseller may charge for Scarecrow Products.
Scarecrow will take the following steps against any reseller that fails to comply with this Policy with respect to the advertisement of any Covered Product:
For a reseller’s first violation of the Policy, Scarecrow will notify the reseller in writing of such failure and will immediately place the reseller’s account on shipping hold for thirty (30) days. Scarecrow will revoke its acceptance of any pending orders, cancel any pending shipments to the reseller, and not accept any new orders from reseller during this 30-day period.
For a reseller’s second violation of the Policy during a 12-month period following the first violation, Scarecrow will notify the reseller in writing of such failure and will immediately place the reseller’s account on shipping hold for ninety (90) days. Scarecrow will revoke its acceptance of any pending orders, cancel any pending shipments to the reseller, and not accept any new orders from reseller during this 90-day period.
For a reseller’s third violation of the Policy during a 12-month period, Scarecrow will terminate its business relationship with the reseller. Scarecrow will revoke its acceptance of any pending orders and cancel any pending shipments to the reseller.
Although Scarecrow is not directing any reseller to require that its customers comply with this Policy, a violation of this Policy by any third party will constitute a violation by the reseller. The Policy will be enforced by Scarecrow in its sole discretion and without notice. Resellers have no right to enforce the Policy. Scarecrow may update, revise, suspend, terminate, reinstitute, or modify this Policy at any time in its sole discretion. Scarecrow shall make any such modifications available to all authorized resellers. If Scarecrow changes the MAP on any Product, it will publish the change at https://www.scarecrowvampires.com/map-schedule and the change will take effect within 14 days.
No Scarecrow employee or agent, including a reseller’s sales representative, is authorized to modify, interpret, or grant exceptions to this Policy; solicit or obtain the agreement of any person to this Policy; or otherwise discuss any aspect of this Policy with any reseller, including that reseller’s or any other reseller’s compliance with the terms of the Policy.
Any questions about this Policy should be submitted in writing and directed to Scarecrow’s MAP Policy Administrator at [email protected] Scarecrow will accept no other form of communication from resellers regarding the Policy.
This Policy is effective March 22, 2018 and supersedes all prior Scarecrow policies regarding minimum advertised prices or resale prices for Scarecrow Products applicable to resellers.
The Scarecrow MAP Schedule is published at https://www.scarecrowvampires.com/map-schedule
You MUST be AUTHORIZED by Scarecrow Inc. to sell ONLINE and to EXPORT INTERNATIONALLY in any way. If you are already, or intending to sell online on a destination website, third-party fulfillment, or any publicly accessible website, or export internationally, you MUST have Authorization BEFORE DOING SO.
By submitting this Scarecrow, Inc. Authorized Seller Application (the “Application”), Applicant acknowledges that authorization to sell on the Requested Websites is only granted once both Applicant and Scarecrow, Inc. (“Scarecrow”) have executed the attached Scarecrow, Inc. Authorized Online Seller Agreement. Submitting this Application does not authorize Applicant to sell Scarecrow Products on the Requested Websites, and Scarecrow has no obligation to accept Applicant’s request to sell Scarecrow Products on any or all of the Requested Websites. If Applicant is approved to sell Scarecrow Products on any or all of the Requested Websites, Applicant agrees that it will abide by the terms in the Scarecrow, Inc. Authorized Online Seller Agreement with respect to any approved websites. Applicant indicates such agreement by signing the Scarecrow, Inc. Authorized Online Seller Agreement below.
Collection of your Personal Information
In order to better provide you with products and services offered, Scarecrow, Inc. may collect personally identifiable information, such as your:
First and Last Name
If you purchase Scarecrow, Inc.'s products and services, we collect billing and credit card information. This information is used to complete the purchase transaction.
We do not collect any personal information about you unless you voluntarily provide it to us. However, you may be required to provide certain personal information to us when you elect to use certain products or services. These may include: (a) registering for an account; (b) entering a sweepstakes or contest sponsored by us or one of our partners; (c) signing up for special offers from selected third parties; (d) sending us an email message; (e) submitting your credit card or other payment information when ordering and purchasing products and services. To wit, we will use your information for, but not limited to, communicating with you in relation to services and/or products you have requested from us. We also may gather additional personal or non-personal information in the future.
Use of your Personal Information
Scarecrow, Inc. collects and uses your personal information to operate and deliver the services you have requested.
Scarecrow, Inc. may also use your personally identifiable information to inform you of other products or services available from Scarecrow, Inc. and its affiliates.
Sharing Information with Third Parties
Scarecrow, Inc. does not sell, rent or lease its customer lists to third parties.
Scarecrow, Inc. may share data with trusted partners to help perform statistical analysis, send you email or postal mail, provide customer support, or arrange for deliveries. All such third parties are prohibited from using your personal information except to provide these services to Scarecrow, Inc., and they are required to maintain the confidentiality of your information.
Scarecrow, Inc. may disclose your personal information, without notice, if required to do so by law or in the good faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Scarecrow, Inc. or the site; (b) protect and defend the rights or property of Scarecrow, Inc.; and/or (c) act under exigent circumstances to protect the personal safety of users of Scarecrow, Inc., or the public.
Tracking User Behavior
Scarecrow, Inc. may keep track of the websites and pages our users visit within Scarecrow, Inc., in order to determine what Scarecrow, Inc. services are the most popular. This data is used to deliver customized content and advertising within Scarecrow, Inc. to customers whose behavior indicates that they are interested in a particular subject area.
Automatically Collected Information
Information about your computer hardware and software may be automatically collected by Scarecrow, Inc.. This information can include: your IP address, browser type, domain names, access times and referring website addresses. This information is used for the operation of the service, to maintain quality of the service, and to provide general statistics regarding use of the Scarecrow, Inc. website.
The Scarecrow, Inc. website may use "cookies" to help you personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you.
One of the primary purposes of cookies is to provide a convenience feature to save you time. The purpose of a cookie is to tell the Web server that you have returned to a specific page. For example, if you personalize Scarecrow, Inc. pages, or register with Scarecrow, Inc. site or services, a cookie helps Scarecrow, Inc. to recall your specific information on subsequent visits. This simplifies the process of recording your personal information, such as billing addresses, shipping addresses, and so on. When you return to the same Scarecrow, Inc. website, the information you previously provided can be retrieved, so you can easily use the Scarecrow, Inc. features that you customized.
You have the ability to accept or decline cookies. Most Web browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies if you prefer. If you choose to decline cookies, you may not be able to fully experience the interactive features of the Scarecrow, Inc. services or websites you visit.
Security of your Personal Information
Scarecrow, Inc. secures your personal information from unauthorized access, use, or disclosure. Scarecrow, Inc. uses the following methods for this purpose:
When personal information (such as a credit card number) is transmitted to other websites, it is protected through the use of encryption, such as the Secure Sockets Layer (SSL) protocol.
We strive to take appropriate security measures to protect against unauthorized access to or alteration of your personal information. Unfortunately, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your personal information, you acknowledge that: (a) there are security and privacy limitations inherent to the Internet which are beyond our control; and (b) security, integrity, and privacy of any and all information and data exchanged between you and us through this Site cannot be guaranteed.
Right to Deletion
Subject to certain exceptions set out below, on receipt of a verifiable request from you, we will:
Delete your personal information from our records; and
Direct any service providers to delete your personal information from their records.
Please note that we may not be able to comply with requests to delete your personal information if it is necessary to:
Complete the transaction for which the personal information was collected, fulfill the terms of a written warranty or product recall conducted in accordance with federal law, provide a good or service requested by you, or reasonably anticipated within the context of our ongoing business relationship with you, or otherwise perform a contract between you and us;
Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity; or prosecute those responsible for that activity;
Debug to identify and repair errors that impair existing intended functionality;
Exercise free speech, ensure the right of another consumer to exercise his or her right of free speech, or exercise another right provided for by law;
Comply with the California Electronic Communications Privacy Act;
Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when our deletion of the information is likely to render impossible or seriously impair the achievement of such research, provided we have obtained your informed consent;
Enable solely internal uses that are reasonably aligned with your expectations based on your relationship with us;
Comply with an existing legal obligation; or
Otherwise use your personal information, internally, in a lawful manner that is compatible with the context in which you provided the information
Children Under Thirteen
Scarecrow, Inc. does not knowingly collect personally identifiable information from children under the age of thirteen. If you are under the age of thirteen, you must ask your parent or guardian for permission to use this website.
From time to time, Scarecrow, Inc. may contact you via email for the purpose of providing announcements, promotional offers, alerts, confirmations, surveys, and/or other general communication. In order to improve our Services, we may receive a notification when you open an email from Scarecrow, Inc. or click on a link therein. If you would like to stop receiving marketing or promotional communications via email from Scarecrow, Inc., you may opt out of such communications by clicking on the UNSUBSCRIBE button.
External Data Storage Sites
We may store your data on servers provided by third party hosting vendors with whom we have contracted.
Changes to this Statement
Scarecrow, Inc. welcomes your questions or comments regarding this Statement of Privacy. If you believe that Scarecrow, Inc. has not adhered to this Statement, please contact Scarecrow, Inc. at:
431 Leoni Dr. Ste. 1
Grover Beach, California 93433
Email Address: [email protected]
Telephone number: 805-473-2562
Effective as of January 01, 2021