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OutSmart
Marketplace
Operating
Agreement
This
Agreement contains the complete terms and conditions
that apply to an individual's or entity's participation
in the OutSmart Marketplace. For the purposes of this
agreement "we" means Up&Out Communications and "you"
means the applicant/vendor.
1.
Enrollment in the Program
To
begin the enrollment process, you will submit a listing
of the products you want to offer for sale, complete
with pictures and rates, up to a maximum of 5 products.
We may reject your application if we determine (at our
sole discretion) that your products are unsuitable for
the Marketplace. Unsuitable products are those that.
•
Promote sexually explicit materials
•
Promote violence
•
Promote discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age
•
Promote illegal activities
•
Otherwise violate intellectual property rights.
If
we reject your application, you are welcome to reapply
at any time. Please note that should we accept your
application and your products are thereafter deemed
(at our sole discretion) to be unsuitable for the Marketplace,
we may terminate this Agreement.
2.
Identification
Once
you have been notified that your products have been
accepted into the Marketplace, you may provide:
•
A general link to our website page containing your products
(www.outsmartmagazine.com/marketplace/index.php3).
•
Our URL (www.outsmartmagazine.com) in your promotional
material as an additional outlet which offers your products
for sale.
Any
additional forms of promotion you intend to use which
includes any mention of OutSmart magazine, OutSmart
magazine On-line or OutSmart Marketplace must first
be approved by Up&Out Communications. (For example,
Press Releases, mention in newsletters, etc).
3.
Order Processing
You
will be responsible for all aspects of order processing
and fullfilment. We will gather all necessary information
you require to process an order received from our site.
The following information will be forwarded via fax
or email on a daily basis:
•
Customers name, mailing address
•
Item, quantity, sizes (if applicable)
•
Credit card information
4.
Fee Schedule
You
will remit to Up&Out Communications 12% of total (exclusive
of taxs and shipping chargers) sales made as a result
of our site on a monthly basis. Up&Out Communications
will invoice you based upon our tracking system. Should
you receive an order for an item that results in a bad
debt, proof of said debt must be provided to Up&Out
Communications and your invoice will be adjusted accordingly.
All invoices must be paid within 30 days, those invoices
not settled by that time will negate this Agreement
and Up&Out Communications will remove your products
from the Marketplace immediately.
5.
Relationship of Parties
You
and we are independent contractors, and nothing in this
Agreement will create any partnership, joint venture,
agency franchise, sales representative, or employment
relationship between the parties. You will have no authority
to make or accept any offers or responsentations on
our behalf. You will not make any statement, whether
on your site or otherwise on behalf of Up&Out Communications
or OutSmart magazine, or OutSmart Marketplace. You are
responsible for the operation of your business and as
such we disclaim all liability for these matters. Further,
you will indemnify and hold us harmless from all claims,
damages, and expenses (including without limitation,
attorneys' fees) relating to the full operation of your
business and the products you offer.
6.
Limitation of Liability
We
will not be liable for indirect, special, or consequential
damages (or any loss of revenue, profits or data) arising
in connection with this Agreement, even if we have been
advised of the possibility of such damages.
7.
Disclaimers
We
make no express or implied warranties or representations
with respect to this Agreement of any products sold
through the Marketplace (including, without limitation,
warranties of fitness, merchantability, noninfringement,
or any implied warrranties arising out of performance,
dealing, or trade usage). In addition, we make no representation
that the operation of our site will be uninterrupted
or effor-free, and we will not be liable for the consequences
of any interruptions or errors. Placement of your products
in the Marketplace does not constitute our endorsement
of your products.
8.
Term of this Agreement
The
term of this Agreement will begin upon our acceptance
of your submission and will end when terminated six
months thereafter. Either you or we may terminate this
Agreement at any time prior to the six months, with
or without cause, by giving the other part written notice
of termination. Upon the termination of this Agreement
for any reason, you will immediately cease use of, and
remove from your web site and promotional material any
mention of OutSmart and it's URL. Upon receipt of termination
by you or us all items listed on the Marketplace will
be removed and all outstanding commissions will be paid
immediately. After the six month period you may maintain
your position in the Marketplace upon completion of
the enrolment process as outlined in Paragraph 1 and
will be held to any modifications made to the Agreement
as stated in Paragraph 9.
9.
Modification of this Agreement
We
may modify any of ther terms and conditions contained
in this Agreement, at any time in our sole discretion,
by posting a change notice or a new agreement on our
site. Modifications may include, for example, changes
in the scope of the commission schedule and/or payment
procedures. YOU WILL BE PROTECTED FROM THESE MODIFICATIONS
ONLY FOR THE SIX MONTH PERIOD INDICATED FROM THE DATE
YOU HAVE ORIGINALLY SIGNED THIS AGREEMENT. SHOULD THE
SIX MONTH PERIOD ELASPE AND YOU WISH TO CONTINUE TO
PARTICIPATE IN THE MARKETPLACE YOU WILL BE REQUIRED
TO ADHERE TO THE CHANGES REFLECTED IN THE NEW AGREEMENT.
10.
Independent Investigation
YOU
ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE
TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT
WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT
CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE
CONTAINED IN THIS AGREEMENT OR OFFER PRODUCTS THAT ARE
SIMILAR TO OR COMPETE WITH YOURS. YOU HAVE INDEPENDENTLY
EVALUATED THE DESIREABILITY OF PARTICIPATING IN THE
PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE,
OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT.
11.
Miscellaneous
You
may not assign this Agreement, without prio written
consent. Subject to that restriction, this Agreement
will be binding on, inure to the benefit of, and enforceable
against the parties and their respective successors
and assigns.
I
agree to the terms and conditions as detailed in this
Agreement.
Signed:
__________________________
__________________________
Signature
Dated
__________________________
(name
as per above signature)
__________________________
(Business
Name)
__________________________
(Full
Mailing Address)
__________________________
(city/state/country/zip/postal
code
__________________________
__________________________
(telephone/fax)
__________________________
(Email
and website)
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