Terms & Conditions

Last updated: September 20, 2022
The Parties agree as follows:
  1. MUTUAL Limitation of Remedies. IN NO EVENT WILL EITHER PARTY’S LIABILITY UNDER OR RELATED TO THIS AGREEMENT, FOR REGARDLESS OF THE FORM OF ACTION, INCLUDE ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR CLAIMS FOR LOSS OF BUSINESS OR PROFITS, UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. EACH PARTY’S MAXIMUM AGGREGATE LIABILITY TO THE OTHER PARTY, OR ANY ENTITY WITH RIGHTS THROUGH THE OTHER PARTY, UNDER OR RELATING TO THIS AGREEMENT UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION WILL NOT EXCEED AN AMOUNT, IN AGGREGATE, EQUAL TO THE FEES PAID (OR OWING BUT UNPAID) BY CPG SELLER TO PEAR IN THE THREE MONTHS PRIOR TO WHEN THE DAMAGES FIRST AROSE. THE LIMITS IN THIS SECTION SHALL NOT APPLY TO BREACH OF A PARTY’S INTELLECTUAL PROPERTY RIGHTS OR TO BREACH OF CONFIDENTIALITY OBLIGATIONS.
  2. General.
  1. Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the parties hereto. Order confirmation terms or similar documents or terms are rejected. The failure of either Party to seek relief for the other Party’s breach of any duty under this Agreement shall not waive any right of the non-breaching party to seek relief for any subsequent breach.
  2. Relationship. The Parties and their respective personnel, are and shall be independent contractors, and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
  3. Assignment. The Parties shall not assign or transfer this Agreement without the express prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder to a successor in the event of a change of control transaction such as a merger, reorganization, acquisition, sale of all or substantially all of its assets or similar transaction
  4. Assignment. The Parties shall not assign or transfer this Agreement without the express prior written consent of the other, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, either Party may assign its rights and obligations hereunder to a successor in the event of a change of control transaction such as a merger, reorganization, acquisition, sale of all or substantially all of its assets or similar transaction
  5. Counterparts. This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire Agreement between the parties. This Agreement may be executed and delivered with facsimile signatures with the same force and effect as original signatures.
  6. Governing Law. The construction, validity and performance of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Minnesota, without regard to principles thereof relating to conflict of laws. Any dispute arising under or related to this Agreement shall be venued in and subject to the jurisdiction of the state and federal courts located in Minnesota and each party hereby submits to the jurisdiction and proper venue of such courts.
  7. Entire Agreement. Each party to this Agreement acknowledges that this Agreement constitutes the entire Agreement of the parties with regard to the subject matter addressed in this Agreement; supersedes all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to the subject matter of this Agreement; and cannot be amended except by a writing singed by all parties hereto.
END OF TERMS AND CONDITION

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