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SUPPLIER AGREEMENT THIS SUPPLIER AGREEMENT ("Agreement") is entered into by and between (official CP) a internet retail business based in Ohio - P.O. Box 24253 Columbus, Ohio 43224, USA and you ("Supplier" or "you").
1. SERVICE officialCP is an internet-based retail marketplace of miscellaneous products and services. official CP buys Products from Suppliers for immediate resale. Persons ("Customers") buy Products of a Supplier from official CP rather than directly from Supplier's web site. Supplier's hereby agrees to a standing open-ended and continual purchase or sell agreement with official CP at the rates determined in section 9(D) of this agreement. official CP's checkout web pages provide access for Customers to Products of all Suppliers ("The marketplace") and allows Customers to purchase the Products using such electronic payment methods approved by official CP's merchant service provider ("Transaction"). From official CP a Customer may obtain a refund for a Product previously purchased, a Customer may exchange a Product previously purchased- except excluded items (USED ITEMS). Back to Top Supplier agrees to let us sell their products; they maintain a promotional website that describes their products to potential customers. They agree to provide us with a valid customer support e-mail address to which paying customers and official CP staff can send inquiries and supplier agree to send a non-automated response by the end of the following business day. They agree that official CP may temporarily or permanently seize all funds due supplier if we determine that suppliers account is associated with illegal activity, flagrant disregard of official CP rules, law suits aimed at official CP and its employees, or legal threats, abusive language, harassment or other antisocial behavior directed at official CP, its employees, or their families. Suppliers are responsible for shipping and associated costs of shipping to customers. You have all risk of loss during the shipment of Merchandise until it is delivered to the Customer. You are responsible for purchasing and paying for any insurance you deem necessary to protect your interests while the Merchandise is in transit to the Customer. You are responsible for ensuring that each shipment of Merchandise is accurately addressed to the Customer address disclosed to you in the Purchase Order. You are responsible for complying with all applicable shipping laws and regulations necessary to ensure prompt delivery of the Merchandise to the Customer, including the declaration of accurate values and descriptions necessary for applicable customs regulations, and the payment of any necessary duties or the like. If you choose to deviate from these shipping standards, doing so is at your risk.
A. Force Majeure. official CP assumes no liability for disruptions in service or improper operation of its website, or the gateway and shopping cart sites for any reason, including, without limitation, vandalism, theft, phone service outages, Internet disruptions, maintenance, human error, extreme or severe weather conditions or any other causes commonly referred to as "Acts of God". B. Disclaimer. At the request of official CP, Supplier shall include in its web site a prominently displayed disclaimer of any implied warranties, including without limitation, the implied warranties of merchantability and fitness for a particular purpose, and the warranty of non-infringement, on behalf of official CP. C. Warranty Restriction. Back to Top Supplier agrees it will not provide, offer, or advertise a "lifetime warranty," "lifetime guarantee," or any other guarantee for a period of more than twenty-one (21) days without the express written consent of official CP. D. Adequate Inventory. Supplier shall maintain sufficient inventory to fulfill purchases in a timely manner. Supplier shall not rely on the existence of a particular Transaction to obtain funds or credit to enable Supplier to obtain the Product necessary to complete the Transaction. Supplier is responsible for entire process and cost of shipment regardless of weather or not shipment costs were or were not included in the sell price. Shipment is to be considered begun upon supplier's electronic receipt of an order unless otherwise stipulated in writing and agreed upon by both official CP and supplier. E. You have all risk of loss during the shipment of Merchandise until it is delivered to the Customer. You are responsible for purchasing and paying for any insurance you deem necessary to protect your interests while the Merchandise is in transit to the Customer. You are responsible for ensuring that each shipment of Merchandise is accurately addressed to the Customer address disclosed to you in the Purchase Order. You are responsible for complying with all applicable shipping laws and regulations necessary to ensure prompt delivery of the Merchandise to the Customer, including the declaration of accurate values and descriptions necessary for applicable customs regulations, and the payment of any necessary duties or the like. If you choose to deviate from these shipping standards, doing so is at your risk. F. Once you have shipped the Merchandise, and you must promptly acknowledge the shipment to official CP using email with a return receipt request. You must give us prompt and accurate information concerning your fulfillment of our Customer's order. You may not acknowledge an order as "Shipped" until after the Merchandise has already been shipped. We accept only fulfillment in the entirety of any Purchase Order, and you may not make partial shipments due to backordered or unavailable items. If you are unable to completely fulfill any Purchase Order within 5 business days of our sending it to you, you must promptly cancel the order using email with a return receipt request. G. License. To enable the retail process you agree to grant, and hereby do grant, official CP a royalty free, worldwide, nonexclusive, perpetual license to exercise the copyright, publicity and database rights, and to sublicense such rights through multiple tiers, in such information, images, trademarks, trade names and logos, in any media now known or not currently known, and to use the information you supply to official CP, including without limitation, the images, trademarks, trade names and logos found on your website(s), without violating any rights you might have in the information and the images, trademarks, trade names and logos found on your website. H. PRIVACY. Back to Top official CP's Privacy Policy is posted on this site and is incorporated herein by reference. official CP reserves the right to change the Privacy Policy from time to time as it deems appropriate. Any changes will become effective when posted to the web site. Continued use of official CP's Services after any change will be deemed acceptance of the new Privacy Policy. Supplier shall have a privacy policy that is no less restrictive than official CP's Privacy Policy and which complies with all applicable laws and regulations.
I. Commitment to Privacy. Supplier agrees not to use any information regarding Customers except for the purpose of entering into and completing Transactions. Suppliers agree not to use Customer information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy, or conduct which may be otherwise deemed to be objectionable conduct. J. Right of transfer. You understand that official CP may freely assign or other wise transfer any or all the rights or obligations of this agreement without your consent or without notice to you. A. Limitations on Sale of Products. Back to Top official CP may prohibit the sale of those specific Products contained in its Prohibited Products List. Supplier further understands and agrees that official CP may amend the Prohibited Products List, from time to time, in its sole discretion, without prior notice. B. Limitations on Customer Transactions. official CP may impose limits on sales of Products and refuse to process Transactions to specific Customers for any reason, in its sole discretion. C. Limitations on Services. official CP may: (1) limit or restrict sales to a minimum Product price; (2) impose limits on the amount or number of purchases which may be charged to the credit or debit card of a Customer during any time period; (3) request additional validation information from Customers, such as signed contracts and/or receipts; (4) refuse to accept orders from Customers with a prior history of questionable charges; or (5) impose certain limits or restrictions on Transactions or Reserves on specific Accounts, either temporarily or permanently, even if they are more restrictive than limits placed on other Accounts of other suppliers. All new suppliers will be restricted to a $3000.00 a month limit on product transactions. D. No Liability. official CP shall not be liable to Supplier for any losses, expenses, or damages Supplier sustains, including claims for lost profits, resulting from or related to official CP's imposition of limits on Transactions or Reserve Amounts, for any reason. Back to Top
4. ACCOUNT FEES AND PAYMENTS: A. Supplier Registration Fee. Supplier agrees to pay official CP an "Supplier Registration Fee," for each Account and Additional Account/s as described below. Payment of the Supplier Registration Fee shall be made prior to activation of an Account or Additional Account/s. B. ACCOUNT: one Supplier website and specific Products approved for retail on official CP; C. ADDITIONAL ACCOUNTS: (1) each additional Supplier website/or website providing a marketing area( including Auction sites) for Supplier of different Supplier Products approved for retail on official CP; or (2) each additional Supplier website/or website providing a marketing area ( including Auction sites) for the same or similar Products of Supplier. Additional accounts section 4C(1) require a full additional supplier registration fee. Additional accounts section 4C(2) require an additional $10.00 fee. All supplier registration fees are a one time fee. NOTE # Accounts can not be moved to different websites. The website presented for activation is the locked in website. Account transfers require a $10.00 fee. # ACCOUNTS CANNOT BE RESOLD #
Continuing Payments for Services. Supplier agrees to pay all fees and other amounts required by this Agreement when due. D. Purchase and Transaction Payments. Back to Top Contingent upon the purchase by a Customer of a Product offered by Supplier, official CP will pay Supplier for the purchase of Products resold by official CP at the rate of 92% of the retail price and in addition supplier agrees to pay official CP an accounting fee of $1.00 per order. This fee will be deducted from suppliers product payment. EXAMPLE: At one time a customer purchases 5 pair of pants at a retail price of $35.00 each. The total is $140.00. official CP purchases the pants from you at $32.20 each for a total purchase price to you of $128.80. The $128.80 would be one order and therefore would require an accounting fee of $1.00. For this order or transaction official CP's actual payment to you would be $127.80.
(1) All suppliers agree
to put a credit card on record, and authorize official CP to charge
that card, for all account fees, charges or fines that may occur
as listed below. G. CHARGEBACKS: A Chargeback is a form of Refund that happens when a credit card processor or acquiring bank unilaterally revokes a prior transaction, which may be done under the rules of the credit card banking system for such reasons as fraud or suspected fraud, customer complaint, or other reasons determined at the sole discretion of the credit card banks. While official CP will make reasonable efforts to avoid Chargebacks where possible, official CP makes no promises as to whether or how credit card processors will interpret their rules or rights concerning Chargebacks. You acknowledge that credit card transactions over the official CP shopping cart are 'non-swiped' and have no physical signature from the Customer, and thus are subject to a higher level of Chargeback activity compared to physical credit card transactions with wet-ink signatures. The Chargeback amount which may be deducted from your Net Sales may include the original amount of the transaction as well as additional fees or penalties. H. RESERVES: In certain circumstances, we may holdback some or all of the Payment Obligation as a "Reserve" to cover potential future Refunds, Chargebacks, or other liabilities you may owe to us. Back to Top Unless we notify you otherwise, any Reserve we retain from one Pay Period payment will be paid out to you, less any Refunds, Chargebacks or other amounts we may deduct from our payments to you, on the payment date for the third Pay Period after the Reserve was first taken. Please see our Service Details for specifics on Reserve calculations. We may, in our sole discretion, impose higher than normal Reserves, or extend the holding periods for any Reserves for up to twelve months, either temporarily or permanently, in order to reduce our reasonable apprehension of risk of loss under varying circumstances. Without limiting the generality of the above, factors which may enter into our decision include, but are not limited to, the average sale amount per Customer transaction, the processing volume, issues or problems regarding the Merchandise being sold, or other factors that may create a risk to official CP, Customers, third parties, or financial institutions, including fraud, suspicious or irregular transactions, sale of illegal or potentially illegal products, sale of products that are an infringement of intellectual property rights of third parties, or excessive Customer requests for refunds, excessive Chargebacks or other similar Customer disputes. official CP is in no way responsible for any losses you sustain, including claims for lost income or profits, on account of the imposition of Reserves for any reason. Regardless of any Reserve we may choose to keep, you agree to pay us, upon demand, for any shortfall owed to us including shortfalls due to Refunds or Chargebacks. Fraud prevention is an important service provided by official CP to its Suppliers. Fees or charges to official CP related to a Transaction will not be passed through to Supplier if such charges result from fraudulent activity not participated in by Supplier. In addition to active participation in fraudulent activity, Supplier will be deemed to have participated in fraudulent activity if official CP classifies a Transaction as fraudulent, the Transaction is reinstated at the request of Supplier and the Transaction subsequently becomes disputed by the Card issuing bank.
I. REVERSAL OF CUSTOMER TRANSACTIONS:
SUPPLIER IS RESPONSIBLE FOR ALL
TRANSACTION CHARGES ON REFUNDS. This means bank
transaction fees both coming in and going out. Refunds generally
cost between 2.4% and 45 cents both ways or up to 4.5% and 45
cents both ways. e.g. an order for $100.00 is refunded. The
minimum cost would be $5.25 but could be as much as $9.45 This
will be determined by the bank not official CP. On returns
official CP will not charge it's normal transaction fees. RETURNS: You must accept returns of Merchandise if the Customer has requested a return within 7 days after the date the Customer received the Merchandise. If the return is because the Merchandise is defective, the return right must be unconditional, and the Customer must also be reimbursed for any Shipping Charges paid in the initial sale, and you must be responsible for any shipping charges to return the Merchandise to you. (You may, alternatively, choose to offer the refund for Defective Merchandise without requirement for the Merchandise to be shipped to you if you feel the cost of returning the defective Merchandise would outweigh any benefit of its return to you.) Back to Top If the return is not because the Merchandise is defective, you may impose reasonable conditions on the return, such as not refunding or reimbursing for shipping charges, requiring the Merchandise to be returned in 'like new' condition, or in the case of software or music products to still be in original shrink-wrap with all seals intact. However, you must prominently display these conditions on Your Site as well as provide a complete copy of those conditions with the Merchandise as you ship it to the Customer, and you may not enforce any conditions which you have failed to both display and copy to the Customer. In any event, you may not impose a 'restocking fee' or similar charge for any returns. If, at any time, the Customer inquires or complains directly to official CP, the Customer's credit card issuer or a third party such as a law enforcement agency or consumer protection agency concerning your Merchandise, we will promptly forward the inquiry or complaint to you via e-mail. You must promptly respond to the inquiry or complaint, through official CP response system on the Client Administration pages or via the e-mail address given to you in the inquiry e-mail, either by authorizing a return or answering the inquiry if a return was not demanded by the Customer. If you fail to adequately respond to our forwarding of the inquiry or complaint by the end of three full business days (USA business days, ending as of midnight USA Central Time) that passes after we have sent the inquiry e-mail to you, then official CP may unilaterally make a Refund to the Customer as described below. official CP reserves the right to process a return for any order which it, at its sole discretion, is believed to be of a fraudulent nature, transacted in a manner inconsistent with the terms and conditions of this Agreement of the Service Details page, or is in violation of any other statute or law. If a shipment of Merchandise which we have bought from you by our Purchase Order is not safely delivered intact to the Customer within 30 days of our sending the Purchase Order to you, or if we receive word from a Customer that the Merchandise was damaged upon arrival and was either not accepted or was accepted from the shipping carrier and later determined to be damaged, we will promptly forward any information concerning such incident to you via e-mail. You agree to promptly resolve the concern, either by authorizing a Refund for the transaction or by reshipping (at no additional cost to official CP or the Customer) new Merchandise in place of the lost or damaged Merchandise. You must bear all costs to return any damaged Merchandise back to you. You may choose to purchase (at your cost) adequate shipping insurance to cover your potential losses arising out of shipping Merchandise, as we will not be responsible for reimbursing you for any of these losses. If you fail to adequately respond to our forwarding of the inquiry or complaint concerning a lost or damaged shipment by the end of three full business days (USA business days, ending as of midnight USA Central Time) that passes after we have sent the inquiry e-mail to you (either by reshipping, communicating your intention to reship within 5 business days of the inquiry being sent to you, or by authorizing a Refund), then official CP may unilaterally make a Refund to the Customer as described below. If you fail to ship all Merchandise within 5 business days of our sending a Purchase Order to you, or if you fail to reship Merchandise that was lost or damaged from the original shipment within 5 days of telling us that you will reship the merchandise, we will inform you that your order is subject to cancellation at any time thereafter, and at any time thereafter we may choose to unilaterally cancel the Purchase Order and process a Refund to the Customer. If you contact us before we have chosen to cancel the Purchase Order, we may, at our sole discretion, grant you an extension of time that will not exceed another 5 day period. We will promptly inform you when a Purchase Order has been cancelled, but you are responsible for any losses you suffer because you have shipped any Merchandise after you have received a cancellation warning from us unless we had granted an extension of time to you in writing (including e-mail).
REFUNDS: Whenever we note that a return of Merchandise has occurred, if any Purchase Order has been cancelled for any reason by you or by us, or if we have a right to unilaterally process a Refund per the above terms, we will determine the "Refund" as the amount of the original Customer Charges that arose out of the retail sale of the appropriate Merchandise to the Customer. For Refunds arising out of returned Merchandise, you must inform us if Shipping Charges are not refundable (and give us a copy of your applicable return policy as displayed on Your Site), otherwise we will presume the Shipping Charge is part of the Refund.
H. PAY PERIODS AND PAYMENT SCHEDULES: We mail you a company check. We send these checks via First Class Mail within the U.S. or by Air Mail to all other countries. There is no charge for this payment method. Other methods may be available upon request with an appropriate fee. Any and all fees, payments, compensation, consideration, and other money amounts shall be expressed, accounted for and payable in United States Dollars.
I. PAYMENT OF FEES AND CHARGES: TAXES. A. Obligation to Pay Own Taxes. Supplier is responsible for the payment of all taxes applicable to the conduct of its business. B. Supplier's Obligation to Pay Taxes Resulting from official CP Services. The parties agree that if additional taxes in the nature of an excise, sales, or use tax are imposed in connection with official CP's Services and paid by official CP on behalf of the Supplier, Supplier shall be liable to official CP in an amount equal to the amount of such tax payment made by official CP. Supplier authorizes official CP to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Supplier or on account of official CP's sale of Products if reasonably required to do so by any jurisdiction's taxing authority. official CP shall have the right to recover from Supplier the amount of any such taxes, related penalties and interest paid by official CP with its own funds. Supplier shall also pay official CP for any related expenses incurred by official CP, including reasonable attorney's fees, in its collection of any amounts due from Supplier. C. Obligation to Repay official CP. Supplier agrees that if official CP pays any taxes that result from the resale of Supplier's Products, Supplier will immediately reimburse official CP an amount equal to such taxes paid by official CP and all related interest, fines, and/or penalties.
5. OUR RELATIONSHIP: The relationship between official CP and Supplier shall be that of independent contractors. Neither party will be considered an agent, employee, joint venturer, or partner of the other, unless otherwise specifically provided herein. Back to Top
As a merchant for various card associations (i.e.,
VISA, MasterCard, American Express, Discover ), official CP has
obligations it must fulfill to protect its ability to participate
as a merchant in those card associations.
Back to Top
6.
PROHIBITED ACTIVITIES:
7. DEFAULT. In the event that Supplier fails to perform any duty, obligation, or provision contained in this Agreement ("Default"), Supplier agrees to pay to official CP any damages, expenses, and costs, whether directly or indirectly caused, including reasonable attorney's fees incurred by official CP due to Supplier's Default. 8. TERMINATION. A. By Supplier. Supplier may terminate this Agreement, any Account, or any Additional Accounts with official CP at any time upon providing a notice of its intent to terminate at least 5 days prior to the desired date of termination with proper notice pursuant to section 10. Back to Top B. By official CP. official CP may terminate this Agreement, Supplier's Account or any Additional Accounts of Supplier at any time for any reason, or for no reason. official CP may suspend Supplier's access to official CP's web site and/or Services, or any other transactions immediately and without notice if Supplier is in breach of any of its obligations hereunder and then terminate this Agreement and Supplier's access to official CP's web site, or official CP may terminate this Agreement and Supplier's access to official CP's web site immediately and without notice if Supplier is in breach of any of its obligations hereunder. If the termination is at the convenience of official CP, official CP shall provide Supplier with notice 7 days in advance of the date of termination. C. Notice of Cancellation If a party to the Agreement intends to terminate the Agreement, it must send a notice to the other party of its intent to terminate ("Notice of Cancellation"). The Notice of Cancellation shall contain the date upon which the termination shall become effective and shall be delivered in accordance with Section 19 of this Agreement. Provided, however, that in the event official CP determines it is necessary to immediately terminate the Agreement, official CP may provide notice to Supplier via telephone, followed by delivery of a Notice of Cancellation as required in Section 19. Such termination shall be effective as of the time of the telephone call to Supplier. D. Payments/Obligations to be Completed After Termination. Upon termination of this Agreement, any outstanding and unpaid fees and charges of Supplier to official CP shall become immediately due and payable. In the event official CP is holding funds related to Supplier Account at the termination of the Agreement and it is later determined that such funds should be sent to Supplier, the information you provided to official CP regarding Supplier name and address will be used to send any funds. If that information is not accurate, and official CP is unable to complete the payment of funds to Supplier, the funds will be subject to applicable state laws regarding escheat of unclaimed property. E. Survival: Upon Termination of this Agreement, all provisions requiring the balance of debit, fees, charges, or costs shall survive such Termination. ENFORCEMENT ACTIVITIES. A. Lawful Use. The web site and Services of official CP may be used only for lawful purposes and in a lawful manner. Supplier agrees to comply with all applicable laws, statutes, and regulations. Supplier may not register under a false name, mask the true identity of Supplier or the Products it offers to the public, or use an invalid or unauthorized credit or debit card or invalid or unauthorized bank account information. Supplier may not impersonate any participant or use another participant's information. Fraudulent conduct may be reported to law enforcement, and official CP will cooperate in any investigation. Back to Top B. Investigation. official CP has the right, but not the obligation, to monitor any activity and content associated with its web site and Services. official CP may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on Supplier's portion of official CP's web site. official CP reserves the right to remove or edit any content that violates this Agreement or is otherwise objectionable. As part of the investigation of content on Supplier's portion of the official CP web site that may violate this Agreement, Supplier hereby consents to allowing official CP representatives to examine Supplier's web site including members area's. C. Disclosure of Information. official CP may report any activity that it suspects is a violation of any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect official CP's systems, Suppliers, and Customers, or to ensure the integrity and operation of official CP's business and systems, official CP may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content. D. Suspension of Account. In the event official CP determines that Supplier is in breach of this Agreement, official CP may suspend activity on the Account of Supplier, as well as the activity on all Additional Accounts of Supplier, until Supplier cures the breach of this Agreement, or until official CP terminates this Agreement.
9.
CUSTOMER ASSISTANCE:
A. Any written notice under this agreement shall include email to supplier by officialCP, shall be deemed and consider delivered upon the earlier of; (A. actual receipt); or (B. Five (5) days after being deposited in the United States mail, postage prepaid, address to the party to whom the notice is being sent as set forth in section 10-C); or (C. One business day after being sent by email or other electronic communication by official CP to supplier at the email address described in section 10-C). B. Notice of New Address. Either party may communicate a change in its mailing address by notifying the other party in accordance with Section 10-C., in writing, including an electronic communication by official CP to Supplier, which sets forth the old mailing address and provides the new mailing address. C. Addresses: official CP Mail: official CP P.O. Box 24253 Columbus, Ohio 43224, USA email: service@officialcp.com Supplier: Mail: To the last address provided to official CP by Supplier. Electronic Communication: To the last email address provided to official CP by Supplier. D. Method of Delivery and Date of Receipt. Any written notice under this Agreement, which shall include email to Supplier by official CP, shall be deemed given and delivered upon the earlier of: (a) actual receipt; or (b) five days after being deposited in the United States mail, postage prepaid, and addressed to the party to whom the notice is being sent as set forth in Section 19.A.; or (c) one (1) business day after being sent by email or other electronic communication by official CP to Supplier at the email address described in Section 19.A. Back to Top
11. NA 12. CHOICE OF LAW JURISDICTION AND VENUE. Supplier agrees that the laws of the State of Ohio, without reference to its conflict of law principles, will govern this Agreement, and that any claim or suit arising out of or related to this Agreement must be brought exclusively in the federal and/or state courts located in the State of Ohio, Franklin County, U.S.A. Supplier consents to the exclusive jurisdiction of such courts.
Arbitration:
13. SUPPLIER'S GUARANTEE OF REPRESENTATIONS. Supplier makes the following representations and warrants that at all times during the term of this Agreement such representations shall be true and accurate: A. Contractual Capacity. Supplier has the power and authority to carry on its business as it is conducted, is duly authorized to enter into this Agreement and that no other authorizations, consents or approvals are required in connection with the validity and enforceability of this Agreement or the execution, delivery and performance of this Agreement by Supplier. B. Truthful Information. All information and data Supplier provides to official CP, or for which it engages a third party to provide to official CP is complete, truthful, accurate, valid, the lawful property of the Supplier, and Supplier has the right to communicate such information. C. Verification. All email, domain, URL, physical address and telephone information provided by Supplier is complete and correct. Back to Top D. Intellectual Property Ownership. Supplier owns or otherwise has the full right and authority to use and disseminate (1) all information, data, graphics, text, video, music, or other intellectual property which forms a part of its web site, or which is used by Supplier in its advertising and promotional efforts, and (2) the Products it supplies to official CP(or to potential Customers). E. Authority to Conduct Business. Supplier is legally authorized to sell any Product it offers and Supplier has obtained all necessary regulatory approvals and certificates (hereafter, "Certificates"). Supplier will provide official CP any copies of Certificates immediately upon Supplier's receipt of a request by official CP. F. Compliance with Laws and Regulations. Supplier is in compliance with all applicable national, federal, state, and local laws, rules, regulations, requirements and/or other standards established by any governmental authority having jurisdiction to control such activities, including, without limitation, the Federal Trade Commission, and State and local consumer protection agencies. You represent and warrant that you are not located in an embargoed country, are not using a bank or designated payee in an embargoed country, are not selling goods originating in an embargoed country, and that you will neither sell nor ship anything to any person located in an embargoed country. You further promise to comply with all applicable portions of the Currency Control Laws and Export Control Laws, as well as all those obligations described in the sections of this agreement titled Export from the United States; Export From Countries Other Than the United States; and official CP Rights Regarding International Transactions. Any descriptions you provide for your Merchandise on Your Site or any other advertising or promotional material created under your direction or control are accurate, and will not be in violation of any applicable laws or regulations concerning advertising claims or other forms of consumer protection laws for any of the territories where we will be offering your Merchandise for sale to Customers. Your Site must have accurate statements of your identity and how potential or existing Customers may directly contact you concerning your Merchandise. We have the right to hold or suspend funds in reserve, to refuse to accept further orders, and/or to terminate this Agreement without notice if, in our sole discretion, you violates any of the aforementioned prohibited standards and restrictions. 14. NOTICE
AND FEES FOR CHANGES:
Such notice must be provided at least ten (10) days
in advance of any change. .15. DISCLAIMER OF WARRANTIES. SUPPLIER UNDERSTANDS AND AGREES THAT official CP IS PROVIDING ITS SERVICES TO SUPPLIER "AS IS" AND THAT official CP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED. THIS EXCLUSION APPLIES, WITHOUT LIMITATION, TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND THE WARRANTY OF NON-INFRINGEMENT. SUPPLIER ASSUMES ALL LIABILITY FOR ITS USE OF 2CO'S SERVICES. official CP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEB SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY PRODUCTS PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. IN NO EVENT SHALL SUPPLIER BE ENTITLED TO RECOVER DAMAGES FROM official CP THAT EXCEED THE SUM OF FEES RETAINED BY official CP UNDER THIS AGREEMENT DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR DAMAGES. official CP ASSUMES NO LIABILITY FOR SUPPLIER'S FAILURE TO PERFORM IN ACCORDANCE WITH THIS AGREEMENT OR ANY RESULTS CAUSED BY ACTS, OMISSIONS OR NEGLIGENCE OF THE SUPPLIER, A SUBCONTRACTOR OR AN AGENT OF SUPPLIER OR AN EMPLOYEE OF ANY ONE TO THEM, NOR SHALL official CP HAVE ANY LIABILITY FOR CLAIMS OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, CLAIMS OF THIRD PARTIES ARISING OUT OF OR RESULTING FROM, OR IN CONNECTION WITH, SUPPLIER'S PRODUCTS, SERVICES, MESSAGES, PROGRAMS, CALLER CONTRACTS, PROMOTIONS, ADVERTISING, INFRINGEMENT OR ANY CLAIM FOR LIBEL OR SLANDER OR FOR VIOLATION OF COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHTS. 17. INDEMNIFICATION. Back to Top
Supplier agrees to indemnify and hold official CP, its employees, officers, agents, shareholders and directors harmless from any and all claims, losses, damages, costs, expenses (including attorney's fees), fines, penalties regardless of whether the same are actual, direct, indirect, special, incidental, consequential, or punitive ("Damages") resulting from or in connection with this Agreement or incurred as a result of, or related to, the causes set forth below: * Supplier's breach of any warranty or representation; * Supplier's violation of any law, rule, or regulation; * Intellectual property infringement c |