Seller Agreement

By registering as a Seller
or listing an item for sale on the Site, you as an individual, or the company
on behalf of which you are registering, (referred to herein as
“Seller”) agree to be bound by all terms and conditions of this
Agreement, which collectively includes our Privacy Policy,
Terms and Conditions, and any other policies on the Site.

 

The
entity you are contracting with as a Seller is Arrowhead Technical Sales &
Marketing, LLC, DBA Springcontacts.com 
(“us,” “we,” “our,”  or  “Springcontacts.com”) which
reserves the right to make changes to this Seller Agreement at any time.
Changes to this Seller Agreement are effective when the changes are posted to
the Site and may occur without notice to you.  Continuing to sell items in
our marketplace will constitute your acceptance of the new Seller Agreement. It
is your responsibility to review the changes and decide if you want to continue
to use our marketplace. 

 

SECTION 1 – ABOUT

 

Springcontacts.com
is an online service that allows third party Sellers and Users to offer, sell
and buy just about any type of spring contact or test probe product or service
(“Merchandise”), in a variety of pricing formats and locations. 
The actual contract for sale is directly between the Sellers and Buyers. Both
Sellers and Buyers are considered Users of the Services.  Our Services
provide a platform for these transactions to take place.

 

SECTION 2 –
SERVICES


This Seller
Agreement, and all policies posted on our sites, set out the terms on which
Springcontacts.com offers you access to, and use of, our site, services,
applications, and tools (collectively “Services”). 

You
must login with an existing account or complete the Site registration process
to create an account with a user name and password (the “Account”) in
order to make full use of Marketplace Tools on the Site. 


On or
immediately following sign up, Springcontacts.com will enable the Account, and
provision the Services. Seller will designate a single point of contact,
subject to change at Seller’s discretion, who has been authorized by Seller to
manage and support the Services, and establish and manage the Account,
including the creation of Sub-Users, and the usernames and passwords for the
Account.

Seller is
solely responsible for maintaining the status of its Authorized User base, and
Seller will maintain the confidentiality of all usernames, passwords, access
and account information in its possession or under Seller or its Authorized
User’s control. Except to the extent caused by Springcontacts.com’s breach of
these Terms, Springcontacts.com is not responsible for unauthorized access to
the Account.

Seller will
contact Springcontacts.com promptly if:

a. 
Seller believes an unauthorized third party may be using the Account;
b. if Account information is lost, stolen or disclosed to an unauthorized third
party;
c. Seller reasonably believes that the Account has been compromised or gains
knowledge of any unauthorized access, use or disclosure of account information;
or
d. any other breach of security in relation to its passwords, usernames, access
information or Springcontacts.com’s Services that may have occurred or is
reasonably likely to occur.


SECTION – PAYMENT SERVICE

 

IN ORDER TO RECEIVE ONLINE PAYMENTS AND SELL ITEMS ON
THE SITE, YOU MUST REGISTER WITH SPRINGCONTACTS.COM AS A SELLER AND USE AT
LEAST ONE SPRINGCONTACTS.COM PAYMENT SERVICE (“Payment Service”),
ADMINISTERED BY A THIRD PARTY PAYMENT APPLICATION, CURRENTLY APPROVED PAYMENT
METHODS ARE:

   
    1.
    PAYPAL

        2.    STRIPE


AVAILABLE PAYMENT OPTIONS MAY INCLUDE ANY PAYMENT OPTION AVAILABLE FROM THE
THIRD PARTY PAYMENT APPLICATION.

 

(i) The Payment Service facilitates the online
purchase of Merchandise offered for sale by a Seller on the Site. A Buyer’s
authorized Payment (“Payment Transaction”) is directly credited into
the Seller’s Account at the Payment Application’s website (“Seller’s Account”)
as per any rules, terms, or conditions of the Payment Application. 
Currently, and unless otherwise agreed to in writing, Springcontacts.com
deducts a commission on Merchandise and receives a percentage of the Sale.


(ii) The Buyer may authorize a Payment Transaction through a Payment
Application approved by Seller. The Payment Service helps facilitate
transactions on the Site and is not the purchaser of the Seller’s Products.


(iii) Seller agrees to resolve any dispute directly with Buyer in accordance
with any terms and conditions of the Payment Application. For example, disputes
regarding a Stripe or PayPal Payment Transaction should be resolved in accordance with
the Payment Services policies and procedures.


(iii) Seller must register online with Springcontacts.com AND the Payment
Service prior to any Payment Transactions.   To use the Payment
Service, provide Springcontacts.com with true and accurate information when
registering and must maintain and update that information as applicable.


(iv) Seller agrees not to impersonate any person or use a name he or she is not
legally authorized to use. Seller authorizes Springcontacts.com to verify his
or her information (including any updated information), to obtain public
information, including credit reports, about Seller in order to approve Seller
for use of the Site and also from time to time while Seller is registered.


(v) The Payment Services are available only to individuals and others who meet
the conditions for, and whose Seller Registrations are acceptable to
Springcontacts.com.


(vi) Sellers waive any rights with respect to the Payment Services when shipping
to an address other than that supported by the Payment Services.


(vii) Seller may provide refunds or adjustments to Buyers for their Site
purchases through any functionality Springcontacts.com enables for your
account, or by alternate means not supported by Springcontacts.com.
Springcontacts.com may modify or discontinue this functionality at any time
without notice. The functionality is subject to the limitations in the terms of
this Agreement.


(viii) As a security measure, Springcontacts.com may, but is not required to,
impose limits on some or all Buyers and Sellers relating to the total number of
items in an order, value of any transaction, disbursement, or adjustment, the
cumulative value of all transactions, disbursements, or adjustments during a
period of time, or the number of transactions per day or other period of time.


(ix) Springcontacts.com shall not be liable to Seller for: (i) not proceeding
with a transaction, disbursement, or adjustment that would exceed any limit
established by Springcontacts.com for a security reason, or (ii) permitting a
Buyer to withdraw from a transaction because the Payment Service is unavailable
following the commencement of a transaction.


(x) If Springcontacts.com concludes based on information available that
Seller’s actions and/or performance in connection with the Services may result
in Buyer disputes, chargebacks or other claims, then Springcontacts.com may, in
its sole discretion, delay initiating any remittances and withhold any payments
to be made or that are otherwise due to you in connection with the Services or
this Agreement for the shorter of:

    a. a period of 90 days
following the initial date of suspension; or

    b. completion of any investigation(s) regarding any Seller actions and/or
performance in connection with this Agreement.

Springcontacts.com
shall not be liable to Seller if it acts consistent with the provisions of this
Section.


(xi) All Payment Transaction notices will be sent by e-mail or will be posted
on the Site or by any other means then specified by Springcontacts.com.
Springcontacts.com will send notices to Seller at the e-mail address maintained
in Springcontacts.com’s records for Seller. Seller will monitor his or her
e-mail messages frequently to ensure awareness of any notices sent by
Springcontacts.com. Seller will send notices to us using the functionality for
contacting Springcontacts.com provided in the Marketplace Tools, or Seller
Account Guide.

(xii) There is no fee imposed by Springcontacts.com for registering for the
Payment Services through Paypal or Stripe.

(xiii) Seller may cancel orders for any reason in accordance to the Seller’s
own posted Returns Policy and Terms and Conditions. Springcontacts.com retains
the right to cancel orders in cases where it deems appropriate to do so due to
service disruptions or other circumstances out of Springcontacts.com’s control.
Any cancellation of order through Springcontacts.com only cancels the status on
Springcontacts.com; Seller is responsible for any other steps required to
cancel orders on any third party applications. The Seller will bear full
responsibility to work directly with the Payment Service(s) for any such reversals of
transaction fees.

(ixx) Springcontacts.com reserves the right to refuse service to anyone for any
reason.


(xx) Springcontacts.com may earn interest or other compensation from the
balances that might result from money owed to Seller by Springcontacts.com.


(xxi) Seller will bear all risk of fraud or loss. Springcontacts.com will not
bear the risk of credit card fraud in connection with any of Seller’s products.


(xxii) Springcontacts.com may obtain reimbursement of any amounts owed by
Seller to Springcontacts.com by seeking such reimbursement from Seller by any
lawful means. You authorize Springcontacts.com to use any lawful method to
obtain reimbursement.


(xxiii) Seller
must maintain a Payment Service(s) account, and/or another Springcontacts.com method which
has been agreed to on file when selling on Springcontacts.com.  If your
Springcontacts.com method fails we will notify you immediately on discovery.

(xxiv) Seller is
responsible for 100% of the loss or gain from Shipping & Handling Charges
and Shipping Documentation.  All Shipping and Handling Charges are
transferred to the Seller.

(xxv) Seller is
responsible for 100% of tax collection and disbursement. It is Seller’s
responsibility to determine the countries, states, cities, provinces, or zones
in which it has an obligation to collect and remit sales and use taxes
(“Taxes”). Seller will promptly collect Taxes by affirmatively
setting the proper Zones, Classes, and Rates in the Tax Manager in the
Marketplace Tools. Springcontacts.com will transfer the Taxes collected from
the online purchaser directly to the Seller and Seller will be solely
responsible for remitting the tax to the applicable taxing jurisdiction. If a
taxing authority requires Springcontacts.com to pay any of Seller’s taxes for
any reason, Seller will promptly reimburse Springcontacts.com for the amounts
paid. Seller acknowledges and agrees that tax-related services or data may be
provided through third-party service provider(s) which will use reasonable
efforts to ensure that the tax data is current and accurate.  Seller
acknowledges and agrees that Springcontacts.com and its third-party service
provider(s) do not provide tax advice, and that Seller is solely responsible
for determining the applicability and accuracy of any tax data. As a condition
of receiving the tax data, Seller agrees to fully and forever waive any
liabilities against Springcontacts.com and it’s third-party service provider(s)
arising from Seller’s use of and reliance on such tax data.  Seller
further agrees to defend, indemnify and hold the Springcontacts.com and it’s third-party
service provider(s) harmless from liabilities arising from such use or
reliance.

 

SECTION 3 –
OUR RESPONSIBILITIES

 

Springcontacts.com
will:

(i) make
reasonable efforts to make the Services available 24 hours a day, 7 days a week
except for:

a.
planned downtime, and

b.
any unavailability caused by circumstances beyond Springcontacts.com reasonable
control, including internet service provider failures or delays or denial of
service attacks against which Springcontacts.com maintains commercially reasonable
controls.

 

(ii) provide
its basic support for the Services to Seller at negotiated rates, or upgraded
support if agreed to in writing, and purchased separately

(iii) conduct
its business in compliance with all applicable local, state, federal and international
laws and regulations.

 

(iv)
Springcontacts.com may, in its sole discretion, ask Users to rate and/or
provide comments regarding Seller’s Merchandise or performance, using any
metrics determined by Springcontacts.com in its sole discretion, and post any
resulting ratings and/or comments on the Websites for public display.

 

(v) Process
User Orders and collect all amounts due from Users for Merchandise ordered from
Seller through the Site. Springcontacts.com will remit such amounts, less any
amounts owed to Springcontacts.com by Seller, via the elected Payment Service(s). Seller hereby
appoints Springcontacts.com as an agent of Seller for the sole and express
purpose of processing Springcontacts.com orders from Users for Seller’s Merchandise
sold on the Site. Seller acknowledges that, as between Seller and a User who
purchases Merchandise from Seller, Springcontacts.com’s receipt of funds from
the User is deemed the receipt of funds by Seller.

 

SECTION 4 –
SELLER RESPONSIBILITIES

 

In connection
with using or accessing the Services you will: 

(i) ensure the
accuracy and completeness of Seller’s initial and ongoing configuration and set
up of the Services; and


(ii) ensure
that the Services are compatible with Seller’s business systems requirements;

(iii) maintain
the accuracy, quality, legality and integrity of the Seller Data and the means
by which Seller acquired Seller Data.  The site is not an archive. 
Seller is solely responsible for maintaining all archival and backup copies of
all information provided to Springcontacts.com; and

(iv) properly
administer the maintenance and use of Seller’s hardware, network, internet
connectivity and software; and

(v) maintain
compliance with Terms noted herein, with all Documentation and with all Laws;
and


(vi) ensure
Sellers Authorized Users, Affiliates, employees, agents and representatives
comply with all of Sellers obligations under these Terms, and Seller is
responsible for their acts and omissions relating to these Terms as though they
were those of Seller; and

(vii) ship
out all items within three (3) business days of sale Springcontacts.com, unless
otherwise noted in the Site description, purchase terms, or properly negotiated
at the time of sale. Seller is responsible for all aspects of shipping,
including providing forms, adequate packaging, tagging, labeling and packing of
the merchandise; and


(viii) 
keep any inventory displayed on the Springcontacts.com website current; and

(ix) 
Enter and maintain pricing via the Marketplace Tools, unless another method is
approved in writing by Springcontacts.com; and


(x) Maintain
parity between the Merchandise listed on the Site, and identical Merchandise
offered through Seller’s other sales distribution channels, including Seller’s
own website(s), or any third-party website(s). The term ‘parity’ as used herein
means that sales prices, Merchandise quality, and shipping and handling charges
are equivalent to those associated with identical Merchandise offered by Seller
on the Site.  If Seller uploads or otherwise provides incorrect pricing information
Springcontacts.com may, at Seller’s expense, take any commercially reasonable
action necessary to avoid and/or repair harm to Springcontacts.com due to the
Seller pricing error. Such action may include requiring Seller to honor the
pricing provided to the User and compensating Users for any inconvenience
caused by such errors. Seller will also reimburse Springcontacts.com for all
costs incurred directly as a result of a pricing error (s); and


(xii) Obtain all permits and licenses required to operate its business in
accordance with Applicable Law; and

(xiii) check
our Terms & Conditions and Seller Agreement regularly as they are subject
to change without notice.

 

In connection
with using or accessing the Services Seller will not:

 

(i) reproduce,
perform, display, distribute, reverse engineer, reverse assemble, decompile or
otherwise attempt to derive source code from any of the Springcontacts.com
websites or systems;


(ii)
reproduce, modify, create, or prepare derivative works from content that belongs
to or is licensed to Springcontacts.com, or that comes from the Services and
belongs to another Springcontacts.com Seller, User or to a third party
including works covered by any copyrights, trademark, patent, or other
intellectual property right, except with prior express permission of
Springcontacts.com and/or any other party holding the right to license such
use;

(iii)
distribute or display any of the Springcontacts.com information or
documentation other than to Seller’s Authorized Users;


(iv) share,
sell, rent or lease or otherwise distribute access to the Services, or use the
Services to operate any time sharing, service bureau or similar business;

(v) create any
security interest in the Services;

(vi) alter,
destroy or otherwise remove any proprietary notices or labels on or embedded
within or on the Springcontacts.com website(s) or documentation; 

(vii)
disclose the results of any Service to any third parties without
Springcontacts.com’s prior written consent. Seller may use Springcontacts.com only
as defined in this Seller’s Agreement, and the documentation, and not for the
benefit of any third party;


(viii) post,
list or upload content or items in inappropriate categories or areas on our
site;

(ix) breach or
circumvent any laws, third party rights or our systems, policies, or
determinations of your account status;


(x) use our
Services if you are not able to form legally binding contracts (for example if
you are under 18), or are temporarily or indefinitely suspended from using our
sites, services, applications or tools; 

(xi) fail to
deliver items sold by you, unless you have a valid reason as set out in a
Springcontacts.com policy, for example, the buyer fails to follow the posted
terms or you cannot contact the buyer;


(xii)
manipulate the price of any item or interfere with any other Seller’s listings;

(xiii) post
false, inaccurate, misleading, defamatory, or libelous content;


(xiv) take any
action that may undermine feedback or ratings systems;

(xv)
distribute or post spam, unsolicited or bulk electronic communications, chain
letters, or pyramid schemes; 


(xvi)
distribute viruses or any other technologies that may harm Springcontacts.com,
or the interests or property of Sellers or Users;

(xvii) use any
robot, spider, scraper or other automated means to access information from our
site, or our Services for any purpose; 


(xviii)
interfere with the working of our Services, or impose an unreasonable or
disproportionately large load on our infrastructure;

(xix) export
or re-export any Springcontacts.com application or tool except in compliance
with the export control laws of any relevant jurisdictions and in accordance
with posted rules and restrictions;


(xx) harvest
or otherwise collect information about Sellers or Users without their consent;
or

(xxi)
circumvent any technical measures we use to provide the Services.

 

SECTION 5 –
CUSTOMER COMMUNICATIONS

 

Springcontacts.com
requires you to provide timely support to Customers.  Please make sure
that all communications are kept within our online messaging tools. All
messages should ideally be replied to within 24hrs. Please resolve all
customer issues within 48hrs if possible. You are also required to notify
Springcontacts.com when you change the status of an order. Changes in status
could include but are not limited to: canceling an order, refunding an order or
alerting a Customer about a missing item from their order. When you mark an
item as shipped with tracking, or shipped without tracking, an automatic email
will be sent to the customer alerting them of the status change. Do not contact
customers unless replying to a question, alerting them of an order status
update, or responding to a complaint.


SECTION 6 – FEES


For Services,
Springcontacts.com charges a commission (“Fee”) based on a percentage
of the sale price, for all Merchandise sold through it’s Site as set forth
under the document entitled Fees, unless otherwise agreed to in writing by
Springcontacts.com. The Seller of an item is responsible for paying this Fee.
This fee will be automatically deducted from the proceeds received from a sale.
Fees may change at any time without notice. The Fee in effect on the date of
sale of an item(s) shall govern the Fee for the transaction.

 

SECTION 7 –
MERCHANDISE LISTING CONDITIONS

 

When listing
Merchandise, you agree to comply with all terms of this Seller Agreement, and
that:

 

(i) you are
responsible for the accuracy and content of the listing and item offered;


(ii) your
listing may not be immediately searchable by keyword or category;

(iii) some listings
may only be visible on certain Services;


(iv) to drive
a positive user experience, a listing may not appear in some search and browse
results regardless of the sort order chosen by the Buyer;

(v) Content
that violates any of Springcontact.com’s policies may be deleted at our
discretion.

 

We strive to
create a marketplace where buyers find what they are looking for. Therefore,
the appearance or placement of listings in search and browse results will
depend on a variety of factors, including, but not limited to:

 

(i) Buyer’s
location, search query, browsing site, and history.


(ii) An item’s
location, listing format, price and shipping cost, terms of service, end time,
history, and relevance to the user query.

(iii) Your, or
other Sellers purchase of premium placement advertising.


(iv) Seller’s
history, Seller Ratings, Feedback, and defect rate.

(v) The number
of listings matching the Buyer’s query.

 

Duplicate
Listings: 

 

You can’t have
more than one listing of an identical item at the same time.  Listings are
considered duplicates if they are for items that have no significant difference
between them, or if the listings appear to be for the same item in search
results. To prevent your listings from being treated as duplicates, make sure
you clearly show the differences in the title, price, condition, photo,
subtitle, item specifics, or in the parts compatibility areas of a listing. We
may also look at other parts of the listing, such as the description, to
determine whether it’s a duplicate. Certain types of listings, if they are for
identical items, can be considered duplicate listings even if the listing
format or details vary.  Restrictions on duplicate listings can include
listing an identical item in different categories or listing an identical item
using different user IDs.


Springcontacts.com’s
duplicate listings terms may affect whether your listing appears in search
results. We want buyers to see a wide range of options and reserve the right to
ensure that no one Seller can dominate search results. The duplicate listings
policy is designed to help you list in a way that makes it easy for Buyers to
find and compare items that interest them.

If your
listings don’t follow these guidelines, your listing may be removed, or not
displayed on the Springcontacts.com Services. You may also be subject to a
range of other actions, including limiting of your selling privileges. 

 

Listings
Allowed:

 

(i) Separate
listings for items that are similar but not identical, as long as the
differences are clearly reflected in the title, subtitle, price, photos,
condition, item specifics, or parts compatibility areas of a listing.


(ii) Listings
offering multiples of an item.

(iii) Two or
more listings to sell bundles or “lots” of items, where the lots or
bundles are very different and clearly satisfy different buyer needs. For
example, a pack of 10 test probes meets a different buyer need than a pack of
100.


(iv) Listings
with more than one product number, product name, or brand in the listing as
long as the item is specifically made to fit each product.

 

Listings
Restricted:

 

(i) Separate
listings for identical generic or universal items listed as being compatible
with certain products. 


(ii) Separate
listings for identical items compatible with several products or models where
the same compatible models are displayed in all listings.

(iii) More
than one listing for items that aren’t significantly different or don’t satisfy
a different buyer need. For example, one listing for a quantity of 10 test
probes and one listing for a quantity of 8 of the same test probes aren’t
significantly different.  A listing of quantity 10 test probes, and
another listing for quantity 1000 however, are significantly different, and
satisfies a different buyer need.


(iv) Listings
for identical items with an additional item of insignificant value added to
create a listing that appears different. 

(v) More than
one listing of an identical item listed separately by the same seller:

a.
Under another User ID

b.
Identical items listed in different categories, though you might be able to
list an item in a second, or even multiple categories.

 

SECTION 8 –
INTELLECTUAL PROPERTY

        (i) Springcontacts.com hereby grants to
Seller a non-exclusive, revocable, non-transferable license to promote and sell
Merchandise on or through the Site to Users, subject to the terms of this
Agreement.

        (ii) Seller hereby grants to
Springcontacts.com a royalty-free, non-exclusive, irrevocable, perpetual,
worldwide, royalty-free, right to use and to reproduce, modify, display,
distribute, perform, re-format, create derivative works of or otherwise
commercially or non-commercially exploit in any manner the Seller content and
Merchandise Listings with the right to sublicense such rights through multiple
tiers; provided however that Springcontacts.com will not alter any Seller Marks
as provided by Seller, except to the extent necessary for presentation, so long
as the relative proportions of the marks remain the same.  Nothing in this
Agreement will restrict Springcontacts.com’s right to use the Seller Content to
the extent such use is allowable without a license from Seller under Applicable
Law.

        (iii) All right, title and interest in
and to the Site, and all data collected or stored in connection with the Site
and/or any affiliate websites, and any other service or website associated with
the foregoing, will at all times remain the exclusive property of
Springcontacts.com, and except as expressly provided herein, nothing will be
construed as conferring on Seller any license to Springcontacts.com IP rights.
If Seller is deemed to have any ownership interest or rights in any of the
foregoing, or any part thereof, then Seller will assign, and Seller does hereby
assign, all of such ownership interest and rights to Springcontacts.com. All
rights not expressly granted herein are reserved to Springcontacts.com.

        (iv) Springcontacts.com and Seller each
agree and acknowledge that Seller owns all Seller Content and Seller Marks,
subject to the License granted herein.

 

SECTION 9 –
RIGHTS RESERVED; POLICY ENFORCEMENT

 

   
    (i) Account  & Services.  If we believe or
discover that you are in violation of this Agreement, or are abusing the
Services restrictions above or otherwise, we may, in our sole discretion, take
any steps to prevent and mitigate such abuse such as limiting, suspending, or
terminating your user account(s) and access to our Services, delaying or
removing hosted content, removing any special status associated with your
account(s), reducing or eliminating any discounts, and taking technical and/or
legal steps to prevent you from using our Services.  We may cancel
unconfirmed accounts or accounts that have been inactive for a long time or
modify or discontinue our Services. Additionally, we reserve the right to
refuse or terminate our Services to anyone for any reason at our discretion.

 

   
   (ii) Content & Listings.  Springcontacts.com retains the
right to determine the content, appearance, design, functionality and all other
aspects of the Site and the Services (including the right to redesign, modify,
remove and alter the content, appearance, design, functionality, and other
aspects of the Site and the Service and any element, aspect, portion or feature
thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require
Seller not to list, any or all products in its sole discretion. Seller’s
account may be suspended at any time for posting any inaccurate, illegal,
abusive, or negative content on the Site, including reviews, private
communications, or comments.

 

   
    (iii) Transactions.  Springcontacts.com may in its sole
discretion withhold to investigate, refuse to process, restrict shipping
destinations for, stop and/or cancel any of your transactions. You agree to
immediately stop and/or cancel orders of your Products when instructed to do so
by Springcontacts.com. If you have already transferred your Products to a
carrier or shipper before receiving instructions to stop the transaction, you
must use commercially reasonable efforts to stop and/or cancel delivery by such
carrier or shipper. You are required to refund any customer (in accordance with
this Agreement) that has been charged for an order that Springcontacts.com
stops or cancels. 

 

When
a Buyer or Seller issue arises we may consider the user’s performance history
and the specific circumstances in applying our policies. In our sole
discretion, we may choose to be more lenient with policy enforcement in an
effort to do the right thing for both Buyers and Sellers.

 

SECTION 10 –
TERM AND TERMINATION

The term of this Agreement will commence on the date of Seller registration, or
listing an item for sale on the Site, and will continue in effect until such
time as revised by Springcontacts.com, or terminated by either
Party.   Seller may terminate this Agreement at any time upon notice
to Springcontacts.com.   Up to the date of termination, Seller will
process and fulfill all open orders, and any pending transactions may be
canceled. Springcontacts.com may terminate this Agreement at any time upon
notice to Seller. Upon termination, Seller must pay Springcontacts.com all fees
incurred prior to the effective date of the termination.


If
Springcontacts.com determines in its sole discretion that Seller has breached
any term of this Agreement, Springcontacts.com may immediately cancel all open
User orders for Seller Merchandise and remove all of Seller’s content and
Merchandise listings from the Site.   Any termination of this Agreement
will be without prejudice to the rights of either Party against the other in
respect of any antecedent claim or breach of any of the provisions of this
Agreement. Any obligations of the Parties relating to limitations on liability,
confidentiality and indemnification, as well as any other obligations under
this Agreement including any Springcontacts.com or User services obligation in
connection with the sale of Merchandise will survive termination of this
Agreement.

 

SECTION 11 –
REPRESENTATIONS AND WARRANTIES

(i)    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 its obligations and duties,
does not and will not violate any other agreement to which such Party is
otherwise bound.

(ii) Seller further represents and warrants that all
information and Seller content provided is accurate, complete, current, and is
not misleading or deceptive in any manner and will not 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 and/or
other Sellers.


(iii) Seller will perform all of its
obligations hereunder in a professional and commercially reasonable manner, in
accordance with generally accepted industry standards, and at all times fully
comply with applicable Laws & Regulations, including applicable privacy
laws, and provide all disclosures associated with the Merchandise.

(iv)  While Springcontacts may provide pricing,
shipping, listing, and other guidance in our Services, such guidance is solely
informational. Also, while we may help facilitate the resolution of disputes
through various programs, Springcontacts.com has no control over and does not
guarantee the existence, quality, safety or legality of items advertised; the
truth or accuracy of Sellers content or listings; the ability of Sellers to
sell items; the ability of Buyers to pay for items; or that a Buyer or Seller
will actually complete a transaction, or whether a Buyer will return an item.


(v)  Seller will maintain at a minimum such product
liability insurance coverage limits and general liability coverage limits as
required by Applicable Law to operate its business.  Such policy must
provide that the coverage thereunder will not be terminated without at least thirty
(30) days prior written notice to Springcontacts.com.

(vi)  All information or data uploaded or transmitted
by or on behalf of Seller to the Site, or to a User is free from any virus,
worm, defect, Trojan horse, software bomb or other feature designed to damage
or degrade in any manner the performance of the Site, or system.

(vii) Seller will not use the Site to violate the security
of, or gain unauthorized access to, any computer or computer network or other
device or system (including unauthorized attempts to discover passwords or
security encryption codes to use any robot, spider, site search/retrieval
application, or other device to retrieve or index any portion of the Site,
collect any information about other Users (including usernames and/or email
addresses); or to reformat or frame any portion of the Site), or use the Site
and/or any other Seller Content, intentionally or unintentionally, to violate
any Applicable Law.


(viii) EXCEPT AS EXPRESSLY SET FORTH IN
THIS AGREEMENT, SPRINGCONTACTS.COM MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED.   THE SITE IS PROVIDED
ON AN “AS IS” AND AS AVAILABLE BASIS AND SELLER’S USE OF THE WEBSITE
IS SOLELY AT SELLER’S OWN RISK. SPRINGCONTACTS.COM DOES NOT WARRANT THAT
SELLER’S USE OF THE WEBSITES WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE,
NOR DOES SPRINGCONTACTS.COM MAKE ANY WARRANTY OR GUARANTEE WITH REGARD TO
RESULTS THAT MAY BE OBTAINED BY USE OF THE SITE, OR THE SALE OF ANY ITEMS BY
SELLER TO USERS.

(ix)  IN NO EVENT WILL SPRINGCONTACTS.COM BE LIABLE FOR
ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY
KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS),
EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT
WILL SPRINGCONTACTS.COM’ 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 SELLER TO SPRINGCONTACTS.COM IN THE THIRTY (30)
DAYS PRIOR TO THE DATE ON WHICH ANY SUCH CLAIM AROSE.

SECTION 12 –    DEFENSE AND INDEMNIFICATION

Seller will defend, and indemnify and hold Springcontacts.com harmless 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:


(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 a
product or service, including improper manufacture, construction, assembly,
installation, repair, display, packaging, service or design of the Merchandise.

(iii) failure of the Merchandise to comply with any
specification or with any express or implied warranties of Seller,

(iv) any violation by Seller in the manufacture,
construction, assembly, installation, repair, packaging, possession, service,
design, use, delivery or sale of Merchandise of any Applicable Law of the
United States, its territories or any other country in which the Production or
Sale of it’s Merchandise took place.

(v) failure to warn or to provide adequate warnings or
instructions in the use, assembly, service or installation of Merchandise;

(vi) packaging, labeling or advertising claims made by
Seller;

In performing its obligations under Section 12, Seller will retain defense
counsel satisfactory to Springcontacts.com.  In any case in which Seller’s
indemnity obligation set forth in Section 12 is not enforceable under
Applicable Law and in which Springcontacts.com and Seller are found to be
liable to a third party with respect to Merchandise, then Springcontacts.com
and Seller will each contribute to the Springcontacts.com of any judgment
awarded in favor of such third party in proportion to the comparative degree of
culpability of the Indemnified Parties and Seller.  The obligations of
Seller 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.

Seller may settle, without Springcontacts.com consent, Claims if the only
obligation under such settlement is the Springcontacts.com of monies by Seller
and such settlement provides for a full release of Seller and the
Springcontacts.com. All other settlements, including any that would create
obligations of (or restrictions upon) Springcontacts.com or restrictions upon
the sale (or disposition) of the Merchandise, will require Springcontacts.com’
prior written consent.

SECTION 13 – CONFIDENTIALITY

Definition:    “Confidential Information” means any
and all technical or business data or information furnished, in whatever form
or medium, by Springcontacts.com regardless of whether marked or identified as
Confidential, the terms of this Agreement, and the operations and technology to
be utilized in connection with the Site. In addition to the obligations related
to Confidential Information, additional obligations apply to Confidential
Personal Information. All information related to Users, including names,
addresses, telephone numbers, account numbers, demographic, financial and
transaction information is “Confidential Personal Information”.

 

Seller agrees
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 the purposes of this Agreement; and

(iii)
not copy such Confidential Information unless authorized by
Springcontacts.com.  

 

The
obligations with respect to Confidential Information will not apply to any information
that:

 


(i)
is already in Seller’s possession, as shown by documentation and without
obligation of confidentiality;

(ii)
without action or fault on Seller’s part, is or becomes publicly available; or

(iii) Seller has obtained from a third person without
breach by such third person of an obligation of confidence. Seller must
promptly return or destroy all Confidential Information at
Springcontacts.com  request.


Seller will restrict disclosure of Confidential Personal Information to its
employees who have a need to know such information to perform under this
Agreement. Seller is liable for any unauthorized disclosure or use of
Confidential Personal Information by any of its employees. Except as necessary
to fulfill its Customer Service obligations herein, Seller will not disclose
the Confidential Personal Information to any third party, including any
affiliate or subsidiary of Seller, permitted subcontractor, or other
representative without the prior written consent of Springcontacts.com. Unless
otherwise prohibited by law, Seller will:

(i) immediately notify
Springcontacts.com of any legal process served on Seller for the purpose of
obtaining Confidential Personal Information; and

(ii) permit Springcontacts.com
adequate time to exercise its legal options to prohibit or limit such
disclosure. Seller will notify Springcontacts.com promptly upon the discovery
of the loss, unauthorized disclosure or unauthorized use of the Confidential
Personal Information and agrees to indemnify and hold Springcontacts.com
harmless for such loss, unauthorized disclosure or unauthorized use of
Confidential Personal Information, including attorneys’ fees.


Springcontacts.com has the right to review and approve any press release,
marketing materials or related content that mentions Springcontacts.com.

SECTION 14 – FORCE MAJEURE

 

Neither
Party will be liable to the other for any failure to perform its obligations
under this Agreement to the extent such failure is due to war, riots,
embargoes, strikes or other concerted acts of workers, casualties, accidents or
other causes to the extent that such failure and the consequences thereof are
reasonably beyond the control and without the fault or negligence of the Party
claiming excuse.


SECTION 15 –
INVALIDITY

 

No finding
that any part of this Agreement is invalid will affect the remaining portions
of this Agreement. Seller may not assign or transfer any of its rights or
obligations under this Agreement without written consent from
Springcontacts.com. Any such attempted assignment or transfer will be void, and
Springcontacts.com may immediately terminate this Agreement, and Seller’s
access to the Site without liability.

 

SECTION 16 –
WAIVER

 

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 of this Agreement, nor will any delay or omission by either
Party to exercise or enforce any right or remedy hereunder operate as a waiver
of any right or remedy.

 

SECTION 17 –
NOTICE

 

Unless
otherwise noted in the Agreement, Springcontacts.com will provide notices to
Seller at the address, email address, or fax number provided by Seller to
Springcontact.com at the time of registration.   Seller must send all
notices to Springcontacts.com through contact information provided on the Site
(contact us).


SECTION 18 –
CONSTRUCTION
 

This
Agreement, the policies and procedures communicated through the Site,
Marketplace Tools, and Seller Account Guide govern Seller’s use of the Site to
sell Merchandise to Users. Springcontacts.com may modify the terms and
conditions of this Agreement, the Seller Account Guide, or its policies and/or
procedures at any time by posting changes on the Site. Seller’s continued
access and use of the Site after such posting will be construed as Seller’s
acceptance of such modifications made by Springcontacts.com. It is Seller’s
responsibility to monitor the terms and conditions of this Agreement for
changes from time to time. In some cases, Springcontacts.com may, but is not
obligated to, provide Seller with notice of any changes to this Seller
Agreement, or the Site Terms and Conditions. All notices provided by
Springcontacts.com through the Site, or any communications by email, fax, or
any other form of electronic communications by and between the Parties will
satisfy any legal requirement that such communications be in writing. In this
Agreement, “include”, “includes”, and “including”
are inclusive and mean, respectively, “include without limitation”,
“includes without limitation”,  and “including without
limitation”.

SECTION 19 – GOVERNING LAW

 

This Agreement
will be construed and enforced in accordance with the internal laws of the
State of California, without regard to its conflict of law principles. Seller
and Springcontacts.com agree that the state and/or federal courts located in
San Bernardino County, California are the proper and exclusive venue for any
dispute concerning this Agreement, and hereby consent to such court’s personal
and subject matter jurisdiction thereof.

 

SECTION 20 –
RELATIONSHIP OF THE PARTIES

 

The Parties to
this Agreement are independent contractors, and no other relationship will be
implied from this Agreement. Nothing contained in or done pursuant to 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. Seller is responsible for all expenses necessary to
fulfill its obligations under this Agreement.

 

SECTION 21 –
MISCELLANEOUS

Use of Subcontractors. Seller may use subcontractors in its performance under
this Agreement, provided that

 

(i)
Seller’s subcontractors will be required to adhere to the terms of the
Agreement and

(ii)
Seller will be fully responsible for the acts and omissions of its
subcontractors. Springcontacts.com may require Seller to cease use of any
subcontractor for any reason, and may immediately suspend Seller’s account, or
terminate this Agreement in the event Seller refuses to comply with any such
request.

Any new features or tools which are
added to the current store shall also be subject to the Seller Agreement.

We
reserve the right, at our sole discretion, to update, change or replace any
part of this Seller Agreement by posting updates and changes to our website.
It is your responsibility to check our website periodically for changes. Your
continued use of or access to our website or the Service following the posting
of any changes to this Seller Agreement constitutes acceptance of those
changes.

If you have questions about the Seller Agreement, please contact us.

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