ShopForClothes.com Merchant Agreement

ShopForClothes.com is pleased to provide you with the opportunity to participate in our Apparel Shopping List ("Apparel Shopping List") subject to the terms and conditions of this ShopForClothes.com Merchant Agreement:

This Agreement explains our obligations to you along with your obligations to us, in relation to the Merchant Program. By completing and submitting your Merchant Application or otherwise agreeing to participate in our Apparel Shopping List, you agree to be bound by the terms and conditions of this Agreement.

A.      Apparel Shopping List. ShopForClothes.com provides you with the opportunity to participate in its Apparel Shopping List, subject to the following specific terms and conditions (as well as the General Apparel Shopping ListTerms and Conditions in Section C below).

1.       Search Listing Advertisements. We provide an apparel shopping search engine that assists consumers in shopping for apparel offered by participating Merchants. The search results present to consumers Merchant search listing advertisements containing links to participating Merchant Websites. The Apparel Shopping List permits you to advertise on ShopForClothes.com and bid for click-throughs on the links within your search listing advertisements ("Clicks"). Your search listing advertisements must include text and/or graphics, as well as information about product characteristics, availability and price, and otherwise in accordance with our Apparel Shopping List policies from time to time. You agree that ShopForClothes.com may display, reproduce, compile, edit, license and distribute your search listing advertisements and other related data and information on ShopForClothes.com in a manner generally consistent with its display and use of such advertisements, data and information for other participating merchants.

2.       Advertising Charges and Payment. You agree to pay us all applicable charges for your participation in the Apparel Shopping List in U.S. dollars in accordance with the applicable payment plan and billing terms provided to you (including any applicable VAT or other similar taxes, in jurisdictions which impose such taxes, which will be billed in addition to the stated charges). You understand and agree that you will be charged for all Clicks on your search listing advertisements or otherwise generated by the ShopForClothes.com Network, and that such charges shall be based on the total number of Clicks on each of your search listing advertisements multiplied by the amount you have bid for each Click on such search listing advertisements. Our minimum bids or other bidding requirements may be adjusted by ShopForClothes.com from time to time on reasonable prior notice to you. Any questions or claims regarding any charges, billing or invoice must be raised with us in writing within sixty (60) days after the date of such charges, billing or invoice or else the charges, billing or invoice will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of the applicable charges, billing or invoice.

3.       Your Obligations in the Apparel Shopping List. You agree to observe the rules and guidelines of the Apparel Shopping List Agreement as provided to you from time to time and to update your search listing advertisements promptly if any information is not a current or an accurate description of products, services or other information available on your Website(s). We reserve the right to refuse or remove any search listing advertisement using our discretion.

B.      Apparel Shopping List Terms and Conditions. The following sections are applicable to your participation in the ShopForClothes.com Apparel Shopping List .

1.       Accurate Information. You represent that you have the authority to act on behalf of the Merchant that you are registering with the Merchant Program, and that all information you provide to us, including but not limited to, the Merchant Application, information in any search listing advertisement and all other information about your business provided in connection with the Merchant Program, will be accurate, complete and current, to the best of your knowledge. You represent and warrant that the content of your Website(s) and your search listing advertisements (1) do not violate any laws or regulations; (2) do not infringe in any manner any copyright, patent, trade secret, trademark, or the intellectual property right of any third party; (3) do not breach rights of anyone or any entity including any rights of privacy or publicity, or has not otherwise resulted in any fraud, any product liability, any tort, any breach of contract, any injury, any damage or any harm of any kind to any person or entity; and (4) are not in any way misleading, defamatory, libelous, slanderous or threatening.

2.       Intellectual Property Rights. You acknowledge our exclusive right, title, and interest in and to the service mark "ShopForClothes.com" and all other trademarks, service marks and trade names associated with the Apparel Shopping List or the ShopForClothes.com website, including all content on our Websites ("Company Marks"). Similarly, we acknowledge your exclusive right, title, and interest in and to your trademarks, service marks, trade names and content on your Website(s) ("Merchant Marks"). You acknowledge and agree that you shall not have or obtain any rights in any of the Company Marks, and we shall not have or obtain any rights in any of the Merchant Marks, except as otherwise provided in writing. Each party acknowledges and agrees that its use of the other's marks will not create in such party any right, title or interest in such marks and that all such use of the marks of the other party and the goodwill generated thereby will inure to the benefit of the other party. Subject to the terms and conditions hereof, each party hereby grants to the other for the term of this Agreement a nonexclusive, nontransferable, royalty-free license to use the Company Marks and Merchant Marks solely in connection with the Apparel Shopping List and for associated publicity and related purposes.

3.       Indemnification. You hereby agree to defend, indemnify and hold harmless ShopForClothes.com and its affiliates, vendors, contractors, licensees, agents, and employees, from any and all liabilities, costs and expenses, including, without limitation, any reasonable legal fees and costs, that may arise from your participation in the Apparel Shopping List or any other ShopForClothes.com services, your breach of the terms of this Agreement, or any consumer's use of your Website(s) or purchase or attempted purchase of any products or services from you.

4.       Warranty Disclaimers. YOU AGREE THAT YOUR PARTICIPATION IN THE APPAREL SHOPPING LIST IS AT YOUR OWN RISK. THE SERVICES OFFERED IN THE APPAREL SHOPPING LIST ARE AVAILABLE "AS IS", WITHOUT WARRANTY , EXPRESS OR IMPLIED. SHOPFORCLOTHES.COM MAKES NO REPRESENTATION OR WARRANTY REGARDING THE MERCHANT PROGRAM, ITS PRODUCTS OR INFORMATION, OR SERVICES AVAILABLE  IN CONNECTION WITH THE APPAREL SHOPPING LIST, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF THE APPAREL SHOPPING LIST. SHOPFORCLOTHES.COM HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, (1) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY OR CONTENT OF THE MERCHANT PROGRAM, OR ANY INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH OR IN CONNECTION WITH THE APPAREL SHOPPING LIST OR ANY OTHER SHOPFORCLOTHES.COM SERVICE, OR AS TO THE CUSTOMERS, CLICKS, TRAFFIC OR OTHER BENEFITS TO BE GENERATED BY THE MERCHANT PROGRAM, OR THAT THE SAME WILL BE UNINTERRUPTED OR ERROR-FREE; AND (2) ANY WARRANTIES OF TITLE OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5.       LIABILITY LIMITATIONS. ANY LIABILITY OF SHOPFORCLOTHES.COM, INCLUDING ANY LIABILITY FOR DAMAGES CAUSED BY OR ALLEGEDLY CAUSED BY ANY FAILURE OF OMISSION, PERFORMANCE, ERROR, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSIONs, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR ILLIGAL OR OTHERWISE UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, FOR TORTIOUS BEHAVIOR, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE LIMITED TO AN AGGREGATE AMOUNT EQUAL TO AND NOT MORE THAN THE AMOUNT YOU HAVE PAID TO SHOPFORCLOTHES.COM FOR YOUR PARTICIPATION IN THE APPAREL SHOPPING LIST IN THE PRIOR 8 (8)-MONTH PERIOD. IN NO EVENT SHALL SHOPFORCLOTHES.COM BECOME LIABLE FOR INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, REVENUE OR PRIFT LOSS, DAMAGE TO GOODWILL, ANY DEFAMATION OR ANY LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE APPAREL SHOPPING LIST OR ANY BREACH OR ERROR BY SHOPFORCLOTHES.COM, WHETHER OR NOT SHOPFORCLOTHES.COM HAS BEEN DULY APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation on such damages shall apply whether or not ShopForClothes.com is able to correct any problem or error, and whether or not ShopForClothes.com has breached any warranty or obligation, or failure of the essential purpose of any other remedy, it being the intention of the parties to allocate the risk of such damages as provided herein in all circumstances, and you acknowledge that ShopForClothes.com would not have entered into this Agreement but for this limitation on such damages.

6.       Termination. If you are dissatisfied with the Apparel Shopping List or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your participation by giving us written notice as provided below. Notwithstanding anything contained in this Agreement to the contrary, we may, in our sole discretion, suspend or terminate your account and/or discontinue your participation in the Apparel Shopping List or any other ShopForClothes.com service at any time. All decisions made by us in this matter will be final and you agree that we shall have no liability with respect to such decisions. No Merchant shall have any vested right or enforceable interest to participate in the Merchant Program.

7.       Refunds. If we terminate your account for any reason, you will receive a refund for all amounts not yet charged to your account at the time of the termination. If you provide notice of termination of your account to us as detailed below, your account will be considered terminated one business day after our receipt of notice, and you will receive a refund for all amounts not yet charged to your account as of the end of this date of termination.

8.       Notices. We may give notice to participating Merchants by postings on the Merchant Services portion of our Websites and you agree to be bound thereby. Notices that are for you only will be sent by email in all cases possible to the email account you have listed in your Merchant Admin, or when this is not possible by U.S. mail, an overnight freight carrier or via courier. You may give notice to us by email to customerservice@shopforclothes.com , or otherwise by U.S. mail, overnight delivery service or via courier. 

9.       Dispute Resolution. IN THE EVENT OF A DISPUTE BETWEEN THE PARTIES INVOLVED IN THIS AGREEMENT OR THE APPAREL SHOPPING LIST OR THE SHOPFORCLOTHES.COM, APPROPRIATE REPRESENTATIVES OF EACH PARTY WILL MEET WITHIN THIRTY (30) DAYS AFTER THE WRITTEN REQUEST OF EITHER PARTY AND ATTEMPT TO NEGOTIATE OR MEDIATE AN AGREEABLE RESOLUTION TO BOTH PARTIES BEFORE EITHER PARTY SHALL SEEK ANY ARBITRATION PROCEEDING OR ANY OTHER LEGAL ACTION. IF SUCH NEGOTIATION OR MEDIATION FAILS TO RESOLVE THE ISSUE TO A MUTUAL SATISFACTION OF BOTH PARTIES WITHIN SIXTY (60) DAYS AFTER SUCH WRITTEN REQUEST, THEN THE DISPUTES ARISING OUT OF OR CONNECTED WITH THIS AGREEMENT, THE APPAREL SHOPPING LIST OR ANY PART OF THE SHOPFORCLOTHES.COM WILL BE EXCLUSIVELY HANDLED AND RESOLVED UNDER CONFIDENTIAL AND BINDING ARBITRATION BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) IN AN AAA VENUE IN LOS ANGELES COUNTY, CALIFORNIA PURSUANT TO ALL APPLICABLE AAA RULES. BY YOUR PARTICIPATION IN THE APPAREL SHOPPING LIST, YOU HEREBY IRREVOCABLY WAIVE THE RIGHT YOU MIGHT OTHERWISE HAVE TO A TRIAL BY A JURY OR TO JOIN CLAIMS WITH ANY OTHERS IN THE FORM OF A CLASS ACTION OR OTHER SIMILAR PROCEDURAL DEVICE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THERE WILL BE NO ARBITRATION UNDER THIS PROVISION JOINED TO AN ARBITRATION INVOLVING ANY OTHER PARTY SUBJECT TO THIS OR ANY EQUIVALENT OR SIMILAR AGREEMENT OR OTHERWISE PARTICIPATING AS A MERCHANT IN THE APPAREL SHOPPING LIST OR OTHER SHOPFORCLOTHES.COM SERVICE, WHETHER THROUGH A CLASS ARBITRATION PROCEEDINGS OR IN ANY CASE OTHERWISE. THE PARTIES MUTUALLY DESIRE THAT ANY DISPUTE THEY MAY ENCOUNTER BE RESOLVED EXPEDITIOUSLY AND WITHOUT THE COMPLEXITY OF ANY MULTI-PARTY PROCEEDING, AND THEREFORE STIPULATE AND AGREE THAT THE AAA RULES APPLICABLE TO ANY INDIVIDUAL ARBITRATION PROCEEDING SHALL GOVERN AND BE APPLIED FOR THE PUPOSES OUTLINED HEREIN. ANY ARBITRATION AWARD MAY BE ENFORCED BY ANY FEDERAL OR STATE COURT LOCATED IN LOS ANGELES, CALIFORNIA. NO ARBITRATION PROCEEDING OR ANY OTHER LEGAL ACTION WILL BE COMMENCED REGARDING ANY DISPUTE ARISING OUT OF OR CONNECTED WITH THIS MERCHANT AGREEMENT, THE APPAREL SHOPPING LIST OR SHOPFORCLOTHES.COM MORE THAN ONE (1) YEAR AFTER THE DATE THE ALLEGED BREACH OR OTHER GROUNDS FOR DISPUTE ORIGINALLY OCCURRED OR~IS CLAIMED TO HAVE OCCURED.

10.   General Provisions and Modifications. This Agreement may be modifed from time to time by posting a notice of each modification on the Merchant Services portion of our Website, and your continued use of the service following posting of such modification will be deemed to signify your acceptance of the modified terms. This Agreement shall be construed in accordance with and governed by the laws of the State of California and while remaining subject to the mandatory arbitration provision in Section B. 9. Dispute Resolution Clause above,  the exclusive jurisdiction and venue for all litigation or causes of action arising out of the Agreement, your participation in the Apparel Shopping List, or any other transactions contemplated, shall be the appropriate state or federal court located in Los Angeles County, California, and each party hereby irrevocably agrees adn submits to the personal jurisdiction of these courts. The English language version of this Agreement is the only official version and in the event of any differences in meaning due to translation to any other language, the English language version here on our U.S. Website shall control. Any failure by one or the other parties to the agreemengt to insist upon strict performance of specific or multiple provisions  of this Agreement shall not be construed as a waiver of that or any other provisions or rights. Nothing, including the course of conduct between any member nor any trade practices shall act to modify any of the provisions of this Agreement. This Agreement constitutes the whole and entire agreement between us with respect to your participation in the Apparel Shopping List and will continue in effect until expressly terminated as provided within the terms of the agreement.

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