Finder: Retailer Participation Agreement

RETAILER PARTICIPATION AGREEMENT

Program: Dearist Finder  |  Company: Chapter Group LLC  |  Effective Date: The date on which the Retailer’s initial participation payment is received by the Company.


This Retailer Participation Agreement (“Agreement”) is entered into as of the date on which the Retailer’s initial participation payment is received by the Company, by and between Chapter Group LLC, a Georgia LLC, with its principal business office address at 6650 Sugarloaf Parkway, Suite 900, Duluth, GA, 30097, USA (“Company”), and [RETAILER LEGAL NAME entered upon registration], with its principal place of business at [ADDRESS entered upon registration] (“Retailer”). Company and Retailer may each be referred to as a “Party” and collectively as the “Parties.”

1. Purpose

This Agreement establishes the rights and responsibilities of Retailer and Company regarding Retailer’s participation in Dearist Finder (the “Program”).

The Program is a supervised pen pal program designed to allow children to exchange physical correspondence through participating brick-and-mortar retail locations.

2. Appointment as Participating Retailer

Subject to this Agreement, Company authorizes Retailer to participate in the Program as a designated Participating Retailer.

Retailer’s participation may include some or all of the following activities, as designated by Company:

  • promoting the Program at Retailer’s location;
  • registering Parents/Guardians;
  • collecting limited Parent/Guardian and child information;
  • obtaining or documenting Parent/Guardian authorization or consent through the Program’s designated process;
  • accepting letters from participating children;
  • securely holding letters;
  • distributing letters to participating children or their Parents/Guardians;
  • displaying approved Program materials;
  • providing a designated Program collection or distribution area; and
  • performing other Program-related services approved by Company.

Retailer may not represent itself as the owner or operator of the Program unless Company expressly authorizes it to do so in writing.

3. Independent Businesses

The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment relationship, fiduciary relationship, or agency relationship between the Parties.

Retailer has no authority to:

  • enter into contracts on Company’s behalf;
  • make representations or warranties on Company’s behalf;
  • modify Program Terms;
  • make commitments regarding the Program;
  • incur obligations in Company’s name; or
  • otherwise bind Company.

Retailer remains responsible for its own employees, contractors, premises, equipment, licenses, permits, taxes, insurance, and ordinary business operations.

4. Program Standards

Retailer agrees to follow Company’s reasonable written Program policies and procedures.

Company may establish and periodically update requirements relating to:

  • registration;
  • Parent/Guardian authorization and consent;
  • collection of personal information;
  • privacy;
  • child safety;
  • correspondence handling;
  • prohibited materials;
  • letter storage;
  • distribution procedures;
  • employee conduct;
  • incident reporting;
  • security;
  • record retention; and
  • use of Program branding.

Company will provide Retailer with reasonable notice of material changes to operational requirements. If a Program policy conflicts with this Agreement, this Agreement controls unless the Parties agree otherwise in writing. No Program policy or procedure authorizes conduct prohibited by this Agreement or applicable law.

5. Retailer Employees and Personnel

Retailer is responsible for ensuring that employees and other personnel who interact with Program participants or handle Program information:

  • understand applicable Program procedures;
  • follow the Program’s child-safety requirements;
  • protect participant information;
  • do not solicit participating children for unrelated purposes;
  • do not request unnecessary personal information;
  • do not attempt to establish private relationships or communications with participating children;
  • do not photograph or record participating children for Program purposes unless expressly authorized and all required permissions have been obtained;
  • do not use Program information for personal or commercial purposes; and
  • promptly report safety or privacy concerns to Company.

Retailer is responsible for the conduct of its personnel in connection with the Program.

6. Child Safety

Retailer acknowledges that the Program involves children and agrees to maintain appropriate safeguards for their safety.

Retailer personnel must not:

  • ask a child for a home address;
  • ask a child for a personal telephone number or email address;
  • ask a child for social-media information;
  • attempt to determine a child’s school, classroom, teacher, or home location;
  • arrange private meetings with participating children;
  • contact participating children outside the Program;
  • provide a child’s information to another participant except as expressly authorized by Company;
  • engage in inappropriate, harassing, threatening, discriminatory, or sexually inappropriate conduct; or
  • use participation in the Program to develop unrelated personal or commercial relationships with children.

Retailer must promptly report any suspected child-safety issue to Company at: info@hellodearist.com. If Retailer reasonably believes that a child is in immediate danger, Retailer should contact appropriate emergency or law-enforcement authorities as appropriate.

7. Background Screening

Company may establish reasonable background-screening or screening requirements for Retailer personnel who have direct interaction with participating children or access to Program information. Retailer agrees to cooperate with such requirements to the extent permitted by applicable law.

Retailer remains responsible for complying with laws applicable to employment screening and its personnel. Nothing in this Agreement requires either Party to conduct screening in a manner prohibited by applicable law.

8. Limited Information Collection

The Program is designed to minimize the information collected. Retailer may collect only information expressly authorized by Company. Unless Company provides written authorization otherwise, Retailer may collect:

  • Parent/Guardian: full name; email address.
  • Child: first name or approved nickname; current school grade.

Retailer must not independently collect a child’s:

  • date of birth;
  • exact age;
  • home address;
  • telephone number;
  • personal email address;
  • school name;
  • classroom;
  • teacher’s name;
  • social-media information;
  • government identification number; or
  • other information not expressly authorized by Company.

Retailer must not collect additional information simply because it would be convenient or useful for Retailer’s own business purposes.

9. Purpose Limitation

Retailer may use Program information solely to perform its responsibilities under this Agreement.

Retailer may not use Program information to:

  • advertise unrelated products or services;
  • send marketing communications;
  • create customer profiles;
  • sell or rent information;
  • provide information to third-party marketers;
  • solicit participating families for unrelated services;
  • identify or locate participating children;
  • contact children outside the Program;
  • contact a child’s school;
  • conduct unrelated research or analytics; or
  • otherwise exploit Program information for Retailer’s own commercial purposes.

Retailer may use a Parent/Guardian’s information for ordinary Program-related communications necessary to administer the Parent/Guardian’s participation.

10. No Sale of Children’s Information

Retailer will not sell, rent, license, trade, or otherwise commercially monetize any personal information relating to a participating child. Retailer will not use child information for targeted advertising. Retailer will not disclose child information to another participating family except as expressly authorized by Company and required for Program administration.

11. Data Security

Retailer must use reasonable administrative, technical, and physical safeguards to protect Program information. At a minimum, Retailer must:

  • limit access to authorized personnel;
  • keep paper registration records in a secure location;
  • prevent unauthorized persons from viewing participant information;
  • avoid leaving registration forms or participant lists in public areas;
  • protect electronic records using reasonable access controls;
  • not store Program information on personal employee devices unless expressly authorized;
  • promptly address suspected unauthorized access; and
  • securely destroy information when instructed or when the applicable retention period expires.

Retailer must not photograph, copy, download, export, or otherwise duplicate Program information except as reasonably necessary to perform its responsibilities.

12. Data Breach and Security Incident

Retailer must notify Company promptly after discovering any actual or reasonably suspected unauthorized access to Program information, unauthorized disclosure, loss or theft of Program records, accidental disclosure, cyberattack, compromised account, misuse of participant information, or other security incident involving Program information.

Notice must be sent to: info@hellodearist.com

Retailer must cooperate fully with Company in investigating, containing, and responding to the incident.

Retailer must not independently notify affected families, regulators, media, or other third parties about a Program-related privacy incident without first consulting Company, except where notification is legally required. Nothing in this section prevents Retailer from making a disclosure required by law.

13. Data Retention and Destruction

Retailer may retain Program information only for as long as reasonably necessary to perform its responsibilities under this Agreement or as expressly authorized by Company. Company may instruct Retailer to delete or securely destroy Program information at any time.

Upon termination, Retailer must promptly return or securely destroy Program information as directed by Company, except to the extent Retailer is legally required to retain particular information. Upon request, Retailer will provide written confirmation that required Program information has been securely destroyed.

14. No Address Exchange

The Program is specifically designed to avoid the exchange of residential addresses between participating children. Retailer must not:

  • provide a child’s home address to another participant;
  • provide one participant’s address to another participant;
  • request home addresses from children;
  • encourage participants to exchange addresses;
  • maintain a participant address directory; or
  • circumvent Company’s designated correspondence-routing system.

If a participant, Parent/Guardian, employee, or other person reports that correspondence contains address or other direct-contact information that should not be exchanged, Retailer must follow the applicable safety and correspondence-handling procedure. Retailer personnel are not required to open or read correspondence for the purpose of searching for such information.

Program-Designated Correspondence Address

The Program is designed so that participating pen pals correspond with one another using the designated mailing address of a Participating Retailer. The Participating Retailer’s address serves as the Program-designated correspondence address for receiving and distributing Program correspondence.

Correspondence between participants that is sent to, from, or through an address other than a Participating Retailer’s designated Program address is outside the scope of the Program. Retailer is not responsible for correspondence exchanged outside the Program’s designated correspondence process and must not represent that such correspondence is subject to the Program’s procedures, safeguards, or information-handling practices.

The Program does not authorize or facilitate the exchange of participants’ residential addresses, personal telephone numbers, personal email addresses, school addresses, social-media contact information, or other direct-contact information for purposes of communicating outside the Program’s designated retailer-based correspondence process.

15. Correspondence Handling

Retailer will follow Company’s procedures for receiving, storing, transporting, and distributing Program correspondence. Retailer must take reasonable steps to prevent unauthorized persons from accessing correspondence.

Retailer personnel should not open or read correspondence for the purpose of inspecting or screening its substantive contents unless specifically authorized by Company or required by applicable law.

Retailer personnel must not photograph, copy, reproduce, alter, or share correspondence with unauthorized persons. Letters should be kept in designated secure areas and should not be left unattended in public areas.

If a participant, Parent/Guardian, employee, or other person reports a safety concern relating to correspondence, or if correspondence presents an apparent physical hazard or other visible safety concern, Retailer must promptly secure the item as appropriate, notify Company, and follow instructions. Retailer personnel should not independently investigate or inspect correspondence unless instructed by Company or required by law.

16. Prohibited Materials and Apparent Hazards

Retailer must not knowingly accept or distribute Program correspondence containing or accompanied by prohibited materials, including weapons or weapon components, illegal substances, hazardous materials, sexually explicit materials, threatening materials, illegal content, cash or prohibited valuables, perishable items, or other materials prohibited by Company or applicable law.

This provision does not create a duty for Retailer personnel to open or read correspondence to determine whether prohibited materials are present. If an item presents an apparent physical hazard, is visibly prohibited, is improperly packaged, or otherwise creates a reasonable safety concern without requiring inspection, Retailer should secure the item and contact Company and, where appropriate, emergency services or law enforcement.

17. Safety Escalation

If Retailer personnel become aware of a safety concern through a report, direct interaction, visible condition, or other information obtained without routine content review, Retailer must promptly notify Company through the designated safety contact.

Examples may include a child or Parent/Guardian reporting discomfort or concerning conduct; a participant requesting another participant’s direct-contact information; an attempt to arrange a private meeting; suspicious adult behavior involving a child; bullying or harassment; or other information that reasonably suggests a child may be at risk.

Retailer personnel should not independently investigate or inspect correspondence to determine whether a concern exists unless instructed by Company or required by applicable law. Nothing in this Agreement prevents Retailer from contacting law enforcement, emergency services, child-protection authorities, or another appropriate authority when required or reasonably necessary under applicable law.

18. Parent/Guardian Communications

Retailer may communicate with Parents/Guardians regarding registration, Program participation, collection or distribution of letters, scheduling, Retailer location procedures, safety concerns, Program updates, and other matters directly related to Program administration.

Retailer must not use a Parent/Guardian’s Program registration information for unrelated marketing without an independent lawful basis and any required consent.

19. Retailer Fees

Retailer agrees to pay Company a recurring Program participation fee in the amount indicated at time of registration unless otherwise specified in an order form or written amendment. Payments will be made using Company’s electronic payment service provided.

If payment is not received when due, Company may charge applicable late fees, suspend Retailer’s Program access, suspend registration or correspondence services, terminate this Agreement, or pursue any other remedy permitted by law.

Company may change the monthly participation fee by providing Retailer at least [30] days’ written notice.

20. Taxes

Retailer is responsible for any sales, use, excise, or other taxes applicable to the fees charged under this Agreement, except taxes imposed on Company’s net income.

21. Program Materials and Branding

Company may provide Retailer with signs, flyers, registration materials, displays, digital materials, logos, and other Program materials (“Program Materials”). Company grants Retailer a limited, non-exclusive, non-transferable, revocable license to use Program Materials solely for promoting and administering the Program during the Term.

Retailer may not modify Company logos or branding without permission; create unauthorized Program materials; register trademarks containing Company’s Program name; represent that it owns the Program; or continue using Program branding after termination.

22. Marketing and Publicity

Retailer may promote its participation in the Program using Company-approved materials. Retailer may not issue press releases, make public statements, or represent that Company endorses Retailer’s other products or services without Company’s prior written approval.

Retailer may not use children’s names, photographs, stories, correspondence, or other identifying information in marketing materials without all legally required permissions and Company’s prior written approval.

23. Parent/Guardian and Child Relationships

Retailer acknowledges that Program participants are customers or participants of the Program and are not automatically customers of Retailer’s other businesses or services.

Retailer must not use the Program as a means to solicit children for unrelated activities, products, services, memberships, or events. Nothing in this Agreement prevents Retailer from conducting ordinary business with a Parent/Guardian independently of the Program, provided that such activity does not improperly use Program information or exploit the child’s participation.

24. Compliance With Law

Each Party will comply with applicable federal, state, and local laws and regulations applicable to its obligations under this Agreement. Retailer is responsible for complying with laws applicable to its employees, premises, business operations, and activities. Company is responsible for its own legal and regulatory obligations relating to operation of the Program. Nothing in this Agreement requires either Party to violate applicable law.

25. Privacy Requirements

Retailer acknowledges that Program information may include information relating to children and agrees to follow all applicable privacy requirements and Company’s written privacy and data-handling instructions.

Company may provide additional procedures concerning parental consent or authorization, access requests, deletion requests, information retention, security, disclosure restrictions, incident response, and handling of children’s information. Retailer agrees to cooperate with Company in responding to legally valid Parent/Guardian requests concerning Program information.

The Program’s Parent/Guardian Privacy Policy is a separate privacy notice for participants and is not incorporated into this Agreement as a contract between Company and Retailer unless expressly stated in a written amendment.

26. Records and Audits

Company may request reasonable information from Retailer to confirm compliance with this Agreement. Upon reasonable notice, Company may conduct a reasonable review of Retailer’s Program procedures relating to participant information, correspondence handling, Program materials, safety procedures, and compliance with this Agreement.

Any review of correspondence must be limited to what is authorized by this Agreement, applicable Program procedures, or applicable law; Company will not require Retailer personnel to conduct routine substantive review of children’s correspondence solely for safety screening unless such review is specifically adopted and communicated as a Program procedure.

Company will make reasonable efforts to minimize disruption to Retailer’s business. If Company identifies a material compliance issue, Retailer must promptly take corrective action.

27. Insurance

During the Term, Retailer will maintain commercially reasonable insurance appropriate for its business and activities under this Agreement, including any insurance required by applicable law. At Company’s reasonable request, Retailer will provide evidence of applicable insurance coverage.

28. Indemnification by Retailer

To the maximum extent permitted by applicable law, Retailer will defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, and affiliates from third-party claims, damages, liabilities, costs, and reasonable expenses arising from Retailer’s breach of this Agreement; negligent or willful misconduct by Retailer or its personnel; Retailer’s violation of applicable law; Retailer’s misuse or unauthorized disclosure of Program information; Retailer’s failure to follow Program safety procedures; or bodily injury or property damage caused by Retailer or its personnel in connection with the Program.

29. Indemnification by Company

To the maximum extent permitted by applicable law, Company will defend, indemnify, and hold harmless Retailer and its officers, directors, employees, and agents from third-party claims arising directly from Company’s material breach of this Agreement or Company’s gross negligence or willful misconduct. This provision does not apply to claims arising from Retailer’s own negligence, misconduct, violation of law, or breach of this Agreement.

30. Limitation of Liability

To the maximum extent permitted by applicable law, neither Party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages arising from this Agreement.

Except for obligations that cannot legally be limited, a Party’s aggregate liability under this Agreement will not exceed the greater of: (a) the fees paid or payable by Retailer to Company during the twelve months preceding the event giving rise to the claim; or (b) $1,000. Nothing in this Agreement limits liability that cannot legally be limited or excluded.

31. Term

The initial term begins on the Effective Date and continues for 12 MONTHS, unless earlier terminated under this Agreement. After the initial term, the Agreement will automatically renew annually unless either Party provides written notice of non-renewal at least [30] days before the end of the applicable term.

32. Termination for Convenience

Either Party may terminate this Agreement without cause by providing [30] days’ written notice to the other Party.

33. Immediate Termination

Company may immediately suspend or terminate Retailer’s participation if Company reasonably believes that Retailer or its personnel presents a safety risk to a child; materially violates child-safety requirements; improperly accesses, uses, or discloses participant information; experiences a serious security incident; engages in unlawful conduct; materially violates this Agreement and fails to cure the violation where a cure is reasonably possible; damages the reputation or integrity of the Program; or otherwise creates a material risk to participants or the Program.

Retailer may terminate immediately if Company materially violates this Agreement and fails to cure the violation within [15] days after written notice, unless the violation cannot reasonably be cured.

34. Effect of Termination

  • Retailer must stop representing itself as a Participating Retailer;
  • stop using Program branding and materials;
  • stop registering new participants;
  • follow Company’s instructions concerning outstanding correspondence;
  • return or securely destroy Program information as directed;
  • return Company property upon request; and
  • pay all accrued amounts that remain due.

Termination does not relieve either Party of obligations that by their nature survive termination.

35. Confidentiality

Each Party may receive confidential information belonging to the other Party. The receiving Party agrees to use confidential information only for purposes of this Agreement, protect it using reasonable safeguards, and disclose it only to persons who need the information to perform obligations under this Agreement and who are bound by appropriate confidentiality obligations. Participant personal information will be treated as confidential information.

36. Assignment

Retailer may not assign or transfer this Agreement without Company’s prior written consent, except in connection with a sale of substantially all of Retailer’s business where the successor agrees in writing to assume this Agreement.

Company may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, reorganization, or sale of substantially all relevant assets.

37. Notices

Notices under this Agreement must be sent to the addresses or email addresses designated by the Parties.

Company Notice Information: Jennifer Yang at info@hellodearist.com

Retailer Notice Information: Name and email address provided at time of registration.

38. Governing Law

This Agreement will be governed by the laws of the State of Georgia, without regard to its conflict-of-law principles, except to the extent applicable law requires otherwise.

Any dispute-resolution provision, venue provision, or arbitration requirement should be included only after review by qualified legal counsel.

39. Force Majeure

Neither Party will be responsible for delays or failures caused by circumstances beyond its reasonable control, including natural disasters, governmental actions, labor disputes, postal disruptions, transportation interruptions, power failures, telecommunications failures, cyber incidents, epidemics, or other events beyond reasonable control.

40. No Waiver

Failure to enforce a provision of this Agreement does not constitute a waiver of the right to enforce that provision later.

41. Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will remain in effect to the maximum extent permitted by law.

42. Entire Agreement

This Agreement, together with any attached schedules, exhibits, Program policies, order forms, and written amendments, constitutes the entire agreement between the Parties concerning Retailer’s participation in the Program.

43. Amendments

Any amendment to the commercial terms of this Agreement must be in writing and agreed to by both Parties. Company may update operational Program policies when reasonably necessary to protect participants, comply with law, or administer the Program, provided such changes do not materially alter the Parties’ core commercial obligations without appropriate notice.

44. Electronic Signatures

The Parties agree that electronic signatures and electronically transmitted copies of this Agreement may be treated as originals and will have the same legal effect as an original signature to the extent permitted by applicable law.

SIGNATURES


The Parties have executed this Retailer Participation Agreement as of the Effective Date.

COMPANY

Legal Name: [LEGAL ENTITY NAME]
By: __________________________________
Name: ________________________________
Title: _________________________________
Date: __________________________________

RETAILER

Legal Name: [RETAILER LEGAL NAME]
By: __________________________________
Name: ________________________________
Title: _________________________________
Date: __________________________________


EXHIBIT A. Retailer Data-Handling Requirements

  • Collect only information authorized by Company.
  • Obtain required Parent/Guardian authorization or consent before registering a child.
  • Do not collect a child’s age or date of birth.
  • Do not collect a child’s home address, telephone number, personal email address, school name, teacher, classroom, or social-media information.
  • Keep participant information confidential.
  • Limit access to authorized personnel.
  • Do not sell or commercially exploit child information.
  • Do not use child information for unrelated marketing.
  • Do not contact children outside the Program.
  • Do not disclose residential addresses between participants.
  • Secure paper registration forms and other physical records.
  • Secure electronic records using reasonable safeguards.
  • Promptly report suspected privacy or security incidents to Company.
  • Follow Company instructions concerning data retention and deletion.
  • Return or securely destroy Program information when instructed or when the Agreement ends.
  • Cooperate with valid Parent/Guardian privacy requests.
  • Follow all Company child-safety procedures.
  • Report suspected child-safety concerns promptly.
  • Do not open or read children’s correspondence for routine content screening unless specifically authorized by Company or required by applicable law.

8. Use only the Participating Retailer’s designated Program address for Program correspondence; correspondence using a different address is outside the scope of the Program.