Marketplace Terms and Conditions
Clean Creed Marketplace Terms and Conditions
By registering to sell on the Clean Creed Marketplace («Marketplace»), you as an individual, or the company on behalf of which you are registering, (referred to herein as «you») agree to be bound by these Clean Creed Marketplace Terms and Conditions («Agreement») between Our Clean Creed, LLC («Clean Creed») and you («Party» and collectively, the «Parties»). This Agreement is effective as of the date you register for the Marketplace or otherwise accept the Agreement («Effective Date»).
I) CLEAN CREED'S RESPONSIBILITIES.
- Websites Hosting and Maintenance.Clean Creed will provide you with access to the Marketplace as a platform for you to post Product Listings and facilitate the sale of your Product to Customers. Clean Creed will be responsible for all operating functions of the Clean Creed. Clean Creed may (i) ask Customers to rate and/or provide comments regarding the Product and/or your performance, using any metrics determined by Clean Creed in your sole indiscretion, and (ii) post any resulting ratings and/or comments on Clean Creed for public display.
- Customer Orders and Payment.Clean Creed will process Customer Orders and collect all amounts due from Customers for Products ordered from you through Clean Creed. Within thirty (30) days, Clean Creed will remit such amounts, less any amounts owed to Clean Creed by you, by electronic funds transfer to the bank or PayPal account identified by you in the Portal. You appoint Clean Creed as an agent of you for receiving payments from Customers for your Product sold on Clean Creed. You acknowledge that, as between you and a Customer who purchases Product from you, Clean Creed's receipt of funds from the Customer is deemed the receipt of funds by you.
II) YOUR RESPONSIBILITIES
- Enrollment; Account Activation. You will provide the information requested on the Portal during Account activation and agree to update such information promptly. You agree to secure the password used to access your Account and not to disclose it to any third party (other than any authorized third-party service providers to you). You agree to be strictly liable for all uses or actions through your Account.
- Product Listings. You will create Product Listings via the Portal for all Products you intend to sell on Clean Creed. You are responsible for promptly updating your Product Listing(s) to ensure the Product Listing and inventories are accurate. You will not list any Product it does not currently have in stock. Clean Creed may reject, remove, or censor any Product Listing for any reason, in Clean Creed's sole discretion.
- Product Pricing. You are responsible to establish prices for your Product. You will enter pricing via the Portal unless another method is approved in writing by Clean Creed.
- Most Favorable, Best Pricing, or Equivalent Pricing. You will maintain parity between the Product and identical merchandise offered through your other sales distribution channels, including your website(s) or any third-party website(s).
Note: The term 'parity' means that sales prices, product quality (including quality assurances), and shipping and handling charges associated with a Product Listing (including any 'low price' guarantees, rebates, free or discounted shipping, and handling, or other benefits) equal those associated with identical Product offered by you on Clean Creed.
- Pricing Errors. If you upload or otherwise provide incorrect pricing information to a Product Listing («Pricing Error»), Clean Creed may require you to honor all Product purchases occurring due to your Pricing Errors.
- Prohibited Product. You will not promote, offer for sale, or provide Clean Creed with Product Listings that (a) contain any Prohibited Product, (b) promote or engage in any deceptive trade practice (including spoofing, slamming, cramming, phishing, attempting to scam, or defraud a Customer into surrendering private and/or personal information); or (c) promote or engage in any other illegal activity.
- Permits and Licenses; Taxes. You will, at your own expense, obtain all permits and licenses required to operate your business under Applicable Law, and will pay and discharge all taxes and assessments which may be due for selling or offering of your Product for sale on or through Clean Creed. It is your responsibility to determine the states in which it must collect and remit state and local sales and use taxes («Taxes»). You will promptly notify Clean Creed of the states for which Clean Creed should collect Taxes by affirmatively selecting the states in your business account profile in the Portal. Clean Creed will pay over the Taxes collected from the online purchaser directly to you and you will be solely responsible for remitting the tax to the applicable taxing jurisdiction. If a taxing authority requires Clean Creed to pay any of your taxes, you will promptly reimburse Clean Creed for the amounts paid. You agree that tax-related data is provided through Clean Creed's third-party service provider(s) («Providers»). While Providers will use reasonable efforts to ensure that the tax data is current and accurate, you agree that Clean Creed and your Providers do not provide tax advice and that you are solely responsible for determining the applicability and accuracy of any tax data. As a condition of receiving the tax data, you agree to fully and forever waive any Liabilities against the Clean Creed Parties and the Provider Parties arising from your use of and reliance on such tax data and agrees to defend, indemnify, and hold the Clean Creed Parties and the Provider Parties harmless from Liabilities arising from such use or reliance.
- Shipping. You are responsible for all aspects of shipping, including providing adequate packaging, tagging, labeling, and packing of the Product in compliance with your Specifications and Applicable Law.
- Process. When you receive notice of an order from a Customer («CustomerOrder») at the e-mail address specified by you in the Portal, you will process and fulfill the Customer Order in compliance with your Shipping and Delivery Policy and will make the Product requested in a Customer Order («Requested Product») available for pick up by a common carrier to deliver to the applicable Customer. You will not substitute any item(s) for the Requested Product. Title to and risk of loss of and/or damage to the Requested Product will remain with you until delivery to the Customer. Clean Creed will not have title to or deemed the legal owner of, any Product at any time under this Agreement.
- Overdue Orders. Clean Creed may cancel any Customer Order that fails for any reason to ship within the applicable shipping period stated in your Specifications, and Clean Creed will have no duty to compensate you for any canceled orders. It is your responsibility to monitor all orders and ensure all shipments are made within the timeframes stated in your Specifications.
- Delivery Errors, Non-conformities. You are responsible for any non-delivery, delivery error, mistake, theft, or act in connection with the fulfillment and delivery of your Product, except to the extent caused by Clean Creed's failure to properly process a Customer's address verification in the purchase of the Product.
- Customer Service Issues. You will resolve all Customer service issues arising from, or in connection with your promotion, sale, order fulfillment, or delivery of Product. Clean Creed will direct Customers who contact it with service issues related to Product sold under this Agreement to contact you via the contact information you has provided in the Portal. If you fail to respond to Customer service issues, or requests from Clean Creed related to the same, Clean Creed may take any actions necessary to ensure compliance, up to and including suspending your access to their Account. If Clean Creed believes in your sole discretion that a transaction represents fraudulent activity, Clean Creed may, but is not obligated to, prohibit the transaction. Clean Creed will not be liable to you for any such action that results in or prevents a Customer from completing an order or causes a Customer to cancel an order.
- Chargebacks. If Clean Creed notifies you of a Customer chargeback or chargebacks received due to non-delivery, or other dispute related to your transactions, you must present Clean Creed with all information requested in the chargeback notification within five (5) business days of receiving notice. If you violate Clean Creed's request, you will reimburse Clean Creed for the Customer chargeback(s) under the settlement and payment terms herein. Notwithstanding the other provisions of this paragraph, you will not be responsible for chargebacks due to (a) theft and/or unauthorized use of a third party's credit card information for which Clean Creed is responsible (except to the extent such theft and/or unauthorized use is attributable to you), and (b) non-delivery due to Clean Creed's failure to send the order information to you.
- Your Marketing; Restrictions; Prohibition on use of Customer Information. You (or any of your affiliates or related parties) may not directly or indirectly disclose or use any Customer information or other transaction information, except as necessary to fulfill your fulfillment and customer service obligations under this Agreement. You may not use any Customer information for any of your marketing or promotional activities. To the extent you obtain Customer information outside of your relationship with Clean Creed or Clean Creed, this section will not prevent you from using such Customer information.
- Refunds; Returned Product. You will submit a return policy («your Return Policy») using the form provided on the Portal. Your Return Policy must (i) apply to all Products, (ii) outline the process for Customers to return the Product directly to you, and (iii) be at least as accommodating to Customer returns if a Product is damaged or defective. You agree to honor all Customer returns per your Return Policy published during the Customer’s purchase of Merchandise.
- Recalled Product; Defective Product. you will immediately notify Clean Creed of any recalls affecting the Product it has listed on Clean Creed Marketplace. Notwithstanding the foregoing, you are responsible for all defective or recalled Product, including any costs associated with recalls of your Product, all liability related to your Product (whether or not such Product is defective), and will bear all costs associated with notifying Customers and handling such recalls of your Product.
III) FEES AND COMMISSIONS.
- Monthly Subscription Fee (if applicable). Clean Creed will charge your credit card on the first business day of each calendar month in the Monthly Subscription Fee, as specified in the Portal and subject to change. Any revised Monthly Subscription Fee will be effective as of the date posted. you agree that failure to pay your Monthly Subscription Fee may cause a breach of this Agreement, removal of Product Listings, and/or suspension of access to the Portal.
- Commissions/Fees. When you make a sale through Clean Creed, you will be charged a transaction fee of 10% of the price you display for each listing plus the amount you charge for shipping and gift wrapping. The commission fee will not apply to sales tax. Clean Creed will pass through any payment processing fees, if applicable.
- Right of Recoupment and Set-off. Clean Creed and you acknowledge and agree that Clean Creed has the right to recoup or set-off any payments owed to you by any Monthly Subscription Fees, commission payments, you obligations owed according to the defense and indemnity terms herein, and any other monetary obligations owing by you to Clean Creed. Any remaining outstanding funds due to Clean Creed after recoupment or set-off will be paid by you promptly upon demand by Clean Creed. Clean Creed may obtain reimbursement of any amounts owed by you to Clean Creed by deducting from future payments owed to you, reversing any credit to your account, charging your credit card, or seeking such reimbursement from you by any other lawful means. You authorize Clean Creed to use any of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
- IV) INTELLECTUAL PROPERTY.
- Grant of License by Clean Creed. Clean Creed grants to you a non-exclusive, revocable, non-transferable license to promote and sell Products on or through Clean Creed to Customers, subject to this Agreement.
- Grant of License by you. You grant to Clean Creed a royalty-free, non-exclusive, irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display, distribute, perform, reformat, create derivative works of or otherwise commercially or non-commercially exploit in any manner your Content and Product Listings with the right to sublicense such rights through multiple tiers; provided however that Clean Creed will not alter any Seller Marks from the forms provided by you except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same; provided further than nothing in this Agreement will restrict Clean Creed's right to use your Content to the extent such use is allowable without a license from you under Applicable Law.
- Intellectual Property Rights. All right, title and interest in Clean Creed, and all data collected or stored in connection with Clean Creed and any other Clean Creed websites, and all IP Rights associated with any of the foregoing, will remain the exclusive property of Clean Creed.
- Ownership of Content. Clean Creed and you each agree and acknowledge that, as between Clean Creed and you, you own all your Content and your Marks, subject to the License granted.
V) TERM AND TERMINATION.
- Term. The term of this Agreement will commence on the Effective Date and will continue in effect until revised by Clean Creed or terminated by either Party under the notice and termination requirements set forth below («Term»).
- Termination. You may terminate this Agreement at any time upon two (2) business days' notice to Clean Creed, in which case you will process and fulfill all open orders until the termination is effective. Clean Creed may terminate this Agreement (i) at any time upon notice to you; or (ii) if Clean Creed determines in your discretion that you has breached any term of this Agreement, immediately, including the right to cancel all open Customer orders for the Product, and to remove all of your Product Listings from Clean Creed.
- Survival. Any obligations of the Parties relating to limitations on liability, confidentiality, and indemnification, and any other obligations under this Agreement that by their nature are intended to survive, including any payment or Customer services obligation in connection with the sale of Merchandise, will survive termination of this Agreement.
VI) REPRESENTATIONS AND WARRANTIES.
- Mutual. Each Party represents and warrants that: it has the authority to enter into the Agreement and to perform the acts required of it; and the execution of this Agreement by each Party, and the performance by such Party of your obligations and duties, does not and will not violate any other agreement to which such Party is otherwise bound.
- You. You represent and warrants that:
- If you identified as fitting into a Clean Creed category (ex. Minority-Owned), your business falls within that definition as set out by Clean Creed;
- Your business aligns with Clean Creed’s Core Values;
- The you Listings and all information and you Content provided to Clean Creed is accurate, complete, current, and is not misleading or deceptive;
- The publication, reproduction, display, modification, distribution, or transmission of you Content or a Product Listing does and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any intellectual property rights of third parties, including copyright, patent, trademark, trade secret, domain name, right of publicity, or confidentiality or other proprietary rights (b) contain defamatory or discriminatory content, (c) constitute an invasion of a party's rights of privacy or publicity; and/or (d) reflect unfavorably on Clean Creed, Clean Creed and/or other yours on Clean Creed;
- You will comply with Applicable Law, including privacy laws;
- You will include in Product Listings all disclosures associated with the Product as required by Applicable Law;
- All Product sold under this Agreement is not subject to any health, safety or product quality recall;
- You will perform all of your obligations in a professional and commercially reasonable manner, under generally accepted industry standards;
- All information or data uploaded or transmitted by or on behalf of you to the Portal or a Customer is free from any virus, worm, defect, Trojan horse, software bomb, or other feature designed to damage or degrade the performance of the Portal, Websites, any other Clean Creed website, application, or system. You will not use Clean Creed to violate the security of, or gain unauthorized access to, any computer or computer network or other device or system; or use Clean Creed and/or any other you Content, intentionally or unintentionally, to violate any Applicable Law.
VII) Disclaimer of Warranties.
Except as set forth in this Agreement, CLEAN CREED MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED CONCERNING THE WEBSITEs, ANY services, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH ANY LINKS THEREON, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE WEBSITEs are PROVIDED BY CLEAN CREED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND YOUR USE OF THE WEBSITE IS SOLELY AT YOUR OWN RISK. CLEAN CREED does not warrant that your use of the WEBSITEs will be uninterrupted, error-free, or virus-free, nor does CLEAN CREED make any warranty OR GUARANTEE WITH REGARD TO results that may be obtained by use of thE WEBSITEs, OR THE SALE OF ANY MERCHANDISE ITEMS BY YOU TO CUSTOMERS THEREON, OR ANY SERVICES PROVIDED BY CLEAN CREED TO YOU IN CONNECTION THEREWITH, INCLUDING ANY WARRANTY WITH RESPECT ANY MERCHANDISE LISTING OR ANY RESULTS YOU MAY OBTAIN under THIS AGREEMENT. The functionality provided by Clean Creed or Clean Creed, or your designees' servers is not an archive; you are solely responsible for maintaining independent archival and backup copies of aLl INFORMATION, INCLUDING YOU CONTENT provided to Clean Creed.
VIII) Limitation of Liability.
IN NO EVENT will CLEAN CREED BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFYOUR OR REVENUES, OR HARM TO BUSINESS), EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT will CLEAN CREED' LIABILITY UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY) BE GREATER THAN THE LESSER OF (I) $1000 US DOLLARS OR (II) THE TOTAL FEES PAID BY YOU TO Clean Creed IN THE THIRTY (30) DAYS BEFORE THE DATE ON WHICH ANY SUCH CLAIM AROSE.
IX) DEFENSE AND INDEMNIFICATION.
- Obligation.you will defend, and indemnify and hold harmless the Clean Creed Parties from and against all third-party Liabilities, whether actual or alleged (even though such allegations may be false, fraudulent or groundless), arising out of or relating to any of the following (collectively, the «Claims»): (i) infringement, misuse, dilution, misappropriation, or other violation of any intellectual property rights of third parties, including copyright, patent, trademark, trade secret, domain name, right of publicity, or confidentiality or other proprietary rights; (ii) death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any latent or patent defect in Product, including improper manufacture, construction, assembly, installation, repair, display, packaging, service or design of Product, failure of Product to comply with any specification or samples or with any express or implied warranties of you, or any claim of strict liability in tort relating to Product; (iii) any violation by you (or your affiliates, or their respective Personnel of each of them) in the manufacture, construction, assembly, installation, repair, display, packaging, possession, service, design, use, delivery or sale of Product («Production or Sale») of any Applicable Law of the United States, your territories or any other country in which the Production or Sale of Product took place; (iv) the publication of you Content and product information you supplies to Clean Creed to display in Product Listings; (v) the packaging, tagging, labeling, packing, shipping, delivery and invoicing of Product; (vi) failure to warn or to provide adequate warnings or instructions in the use, assembly, service or installation of Product; (vii) the packaging, labeling or advertising claims made by you; (viii) the display, assembly or installation of Product, (ix) the assertion by a third party of a security interest, right of replevin, or other legal interest created by a factoring or other credit arrangement in any amount due you under a vendor agreement; (x) a breach of any of the your representations and warranties contained herein; or (x) Taxes or the collection, payment or failure to collect or pay Taxes. Notwithstanding the provisions of this Paragraph, you will not be liable for damage to third parties to the extent such damage was solely and proximately caused by the negligence or willful misconduct of any Indemnified Party.
- Process. In performing your obligations under Section IX.A, you will retain defense counsel satisfactory to Clean Creed and will, from time to time, provide reports, consult with Clean Creed' Personnel in conducting the defense of the Claims and otherwise cooperate fully with the reasonable requests of Clean Creed; provided that only regarding claims arising under Section IX.A.(i) above, Clean Creed may, at your election and at any time, take control of the defense and investigation of the Claims and employ attorneys and other consultants, investigators and experts of your own choice to manage and defend any such Claims at the cost and expense of you. In any case in which your indemnity obligation in Section IX. A is not enforceable under Applicable Law and in which any Indemnified Party and you are liable to a third party regarding Product, then Clean Creed and you will each contribute to the payment of any judgment awarded in favor of such third party in proportion to the comparative degree of culpability of the Indemnified Parties and you.
- Independent Obligation. The obligations of you to defend, indemnify, and hold harmless the Indemnified Parties under this Agreement are independent of each other and any other obligation of the Parties herein.
- Settlement. You may settle, without Clean Creed's consent, Claims if the only obligation under such settlement is the payment of monies by you, and such settlement provides for a full release of you and the Indemnified Parties. All other settlements, including any that would create obligations of (or restrictions upon) the Indemnified Parties or restrictions upon the sale (or disposition) of the Product, will require Clean Creed's prior written consent.
- Definition and Obligations. «Confidential Information» means any technical or business data or information furnished, in whatever form or medium, by Clean Creed marked or identified as «Confidential,» including Confidential Personal Information (even if unmarked). You agree to (i) treat as confidential, and preserve the confidentiality of all Confidential Information and not disclose it to any third party; (ii) use the Confidential Information solely for this Agreement; and (iii) not copy such Confidential Information unless authorized by Clean Creed.
- Treatment of Confidential Information.The obligations concerning Confidential Information will not apply to any information that: (i) is already in your possession, as shown by documentation and without obligation of confidentiality; (ii) without action or fault on your part, is or becomes publicly available; or (iii) you have obtained from a third person without breach by such third person of an obligation of confidence. You must promptly return or destroy all Confidential Information at Clean Creed's request.
- Confidential Personal Information.In addition to the obligations related to Confidential Information, additional obligations apply to Confidential Personal Information. All information related to Customers, including names, addresses, telephone numbers, account numbers, and demographic, financial and transaction information is «Confidential Personal Information.» you will not duplicate or incorporate the Confidential Personal Information into your records or databases. you will restrict disclosure of Confidential Personal Information to your employees who need to know such information to perform under this Agreement. you are liable for any unauthorized disclosure or use of Confidential Personal Information by any of your employees. Except as necessary to fulfill your Customer Service obligations herein, you will not disclose the Confidential Personal Information to any third party, including any affiliate or subsidiary of you, permitted subcontractor, or other representatives without the prior written consent of Clean Creed. Unless otherwise prohibited by law, you will: (i) immediately notify Clean Creed of any legal process served on you to obtain Confidential Personal Information; and (ii) permit Clean Creed adequate time to exercise your legal options to prohibit or limit such disclosure. you will notify Clean Creed promptly upon the discovery of the loss, unauthorized disclosure, or unauthorized use of the Confidential Personal Information and agrees to indemnify and hold Clean Creed harmless for such loss, unauthorized disclosure, or unauthorized use of Confidential Personal Information, including attorneys' fees.
- PCI Compliance.You acknowledge that to the extent it receives any Customer credit card data in connection with the Agreement, you are responsible for the security of the credit card data it receives and will comply with current Payment Card Industry («PCI») Data Security Standards (as updated by the PCI from time to time). If a data breach of a User's credit card occurs information involving you or your IT system environment, you will immediately notify Clean Creed and cooperate fully with Clean Creed and/or industry/government officials in a review and/or forensic investigation of your system environment and/or processes.
- Use of Subcontractors. you may use subcontractors in your performance under this Agreement, provided that (i) your subcontractors will be required to adhere to the Agreement and (ii) you will be responsible for the acts and omissions of your subcontractors.
- Force Majeure. Neither Party will be liable to the other for any failure to perform your obligations under this Agreement to the extent such failure is due to war, riots, pandemics, embargoes, strikes or other concerted acts of workers, casualties, accidents, or other causes if such failure and the consequences are reasonably beyond the control and without the fault or negligence of the Party claiming excuse.
- Invalidity; Waiver. No finding that any part of this Agreement is invalid will affect the remaining portions of this Agreement. You may not assign or transfer any of your rights or obligations under this Agreement without written consent from Clean Creed. The waiver by any Party of a breach of any provision of this Agreement by the other Party, will not be construed as a waiver of any subsequent breach of the same or any other provision, nor will any delay or omission by either Party to exercise or enforce any right or remedy operate as a waiver of any right or remedy.
- Unless otherwise noted in the Agreement, Clean Creed will provide notices to you at the address or email address provided by you to Clean Creed at the time of enrollment.
- You must send all notices to Clean Creed at firstname.lastname@example.org or through the address provided in the Portal, or such other address as provided by Clean Creed from time to time.
- Construction. This Agreement, the policies and procedures communicated through the Portal, and the Marketplace Guide, govern your use of Clean Creed to sell Product to Customers. If a conflict arises between any terms or any program-specific policies and procedures communicated to you via the Portal or the Marketplace Guide, the program-specific policies and procedures will control. Clean Creed may modify the terms and conditions of this Agreement, the Marketplace Guide, or your policies and/or procedures at any time by posting changes on the Portal. your continued access and use of Clean Creed after such posting will be construed as your acceptance of such modifications made by Clean Creed. It is your responsibility to monitor the terms and conditions of this Agreement for changes from time to time. Sometimes, Clean Creed may, but is not obligated to, provide you with notice of any changes to these Terms and Conditions. All notices provided by Clean Creed through the Portal, or any communications by email, or any other form of electronic communications between the Parties will satisfy any legal requirement that such communications be in writing.
- Governing Law. This Agreement will be construed and enforced under the internal laws of the State of Texas, without regard to your conflict of law principles. You and Clean Creed agree that the state and/or federal courts in Dallas County, Texas are the proper and exclusive venue for any dispute concerning this Agreement and consent to such court's personal and subject matter jurisdiction thereof.
- Relationship of Parties. The Parties to this Agreement are independent contractors, and no other relationship will be implied from this Agreement. Nothing contained in or done under this Agreement will be construed as creating a partnership, agency, or joint venture, and neither Party will become bound by any representation, statement, or act of the other Party.
- Waiver of Jury Trial
- . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION
Appendix A - Definitions
- «Account» means your Marketplace account, which is accessible through the Portal.
- «Applicable Law» means all requirements of federal, state, or other jurisdictional laws, regulations, ordinances, and administration orders and rules of the United States, your territories, and all other countries in which the Product is produced, sold or delivered.
- «IP Rights» means all intellectual property rights which now or hereafter exist throughout the universe, whether conferred by law, contract, or license, including rights of authorship, including copyrights, moral rights and mask-works, marks, cosmetic designs, ornamental appearance and trade dress, trade secret rights, inventions, and technology (whether patentable or not and whether or not reduced to practice), confidential information (as defined herein), software and databases, rights of publicity, patents, designs, algorithms, and other industrial property rights, and «rental» rights and rights to remuneration;
- «Marketplace Guide» means the Clean Creed Marketplace Information Guide which contains additional policies and procedures for doing business via Clean Creed Marketplace, and has been provided to you via the Portal, and may be amended from time to time by Clean Creed.
- «Liabilities» means all claims, actions, losses, expenses, costs, or damages of every nature and kind (including reasonable attorneys' fees) asserted in any claim, action, lawsuit, or proceeding.
- «Product» means the goods, offers, and services you market and list for sale to Customers on Clean Creed.
- «Product Listings» means the offers created for display on Clean Creed related to the sale of the Product.
- «Monthly Subscription Fee» means the monthly fee charged by Clean Creed for membership in the Clean Creed Marketplace program, if any.
- «Personnel» means a Party's employees, agents, officers, directors, or others acting on behalf of the Party.
- «Portal» means the online interface by which you access your Marketplace account, communicates with Clean Creed, uploads your Content and Product Listings, manages your Customer Orders, and other such activities related to this Agreement.
- «Prohibited Product» means the items and categories listed on the FAQ page of www.cleancreed.com.
- «Provider Parties» means Providers and all of their past, present, and future parents, subsidiaries, affiliates, directors, officers, and employees.
- «Clean Creed Marks» means all Clean Creed's domestic and foreign trademarks, service marks, trade names, registrations, and applications to register the foregoing, logos, and domain names.
- «Clean Creed Parties» means Clean Creed and all of its past, present, and future parents, subsidiaries, affiliates, directors, officers, and employees.
- «Your Content» means all images, videos, text, Product descriptions, and Product-related data uploaded by you to create your Product Listings.
- «Your Marks» means all of your domestic and foreign trademarks, service marks, trade names, registrations, and applications to register the foregoing, logos, and domain names.
- «Your Shipping and Delivery Policy» means the policy loaded by you into your Portal, in compliance with this Agreement.
- «Your Specifications» means all information related to order fulfillment, shipping times, and merchandise returns, as designated by Clean Creed, or by you, if applicable, via the Portal, and relating to your Product.
- «Customer» means any user or customer accessing Clean Creed or placing or receiving an order for a Product via Clean Creed.