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

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 youraccount, 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.

(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 withthe 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 Arizona, without regard to its conflict of law principles. Seller and Springcontacts.com agree that the state and/or federal courts located in Mohave County, Arizona 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.