Agreement
and
Terms of Service


THIS AGREEMENT GOVERNS THE USE OF THE SERVICE PROVIDED "LOCATIONS ETC. INC." AND SETS FORTH THE TERMS OF SERVICES PROVIDED BY LOCATIONS ETC. INC. BY SUBMITTING AN APPLICATION FOR SERVICE AND CLICKING ON THE "ACCEPT" LINK BELOW, YOU, HEREAFTER ALSO REFERRED TO AS "SUPPLIER", AGREE TO ALL OF THE TERMS OF THIS AGREEMENT SET FORTH BELOW BETWEEN YOU AND LOCATIONS ETC. INC. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD CLICK ON THE "DECLINE" LINK AND THE SUBMISSION PROCESS WILL NOT CONTINUE. PLEASE READ THIS AGREEMENT CAREFULLY. TERMS AND CONDITIONS The Locations, Etc. Inc. Shopping Cart service ("Locations, Etc. Inc. Store" or the "Service"), owned and operated by Locations, Etc. Inc. (Locations, Etc. Inc.), is provided to you ("you" or "Supplier") under the terms and conditions of this Locations, Etc. Inc. Shopping Cart Supplier Service Agreement and any amendments thereto and any operating rules or policies (collectively, the "LESCSSA" or "Agreement"). Locations, Etc. Inc. reserves the right, in its sole discretion, to change, modify, add or remove all or part of the LESCSSA at any time. Supplier will receive notice of such changes and/or modifications pursuant to Section 14 regarding notices. 1.1 By accepting the terms and conditions of the LESCSSA, Supplier (a) represents and warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate, current and complete information about Supplier as prompted by the Supplier Registration Form; and (c) agrees to maintain and update this information to keep it true, accurate, current and complete. If any information provided by Supplier is untrue, inaccurate, not current or incomplete, Locations, Etc. Inc. has the right to terminate Supplier’s account and refuse any and all current or future use of the Service. 1.2 BY COMPLETING THE ACCOUNT REGISTRATION PROCESS AND CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE LESCSSA. Nothing in this agreement obligates Locations, Etc. Inc. or the Service to list, link to, accept or otherwise host any online store anywhere on the Locations, Etc. Inc. site. If these terms and conditions or any future changes are unacceptable to you, you may cancel your account pursuant to Section 6.2 regarding non-renewal of service. 2.0 DESCRIPTION OF LOCATIONS, ETC. INC. SHOPPING CART SERVICE. Locations, Etc. Inc. hosts interactive online stores ("Store") on the World Wide Web and may provide Supplier with, among other things, (i) access to its Locations, Etc. Inc. Shopping Cart Software ("Software") to facilitate the creation and maintenance of Listings for the sale of goods and services; and (ii) the listing of such goods and services in the Locations, Etc. Inc. Shopping Cart located at LocationsEtc.com (and elsewhere). 3.0 SUPPLIER'S OBLIGATIONS 3.1 Supplier acknowledges and agrees that it shall be responsible for all goods and services offered by Supplier, and all acts or omissions that occur on the Shopping Cart with respect to their goods and services, or in connection with Supplier's account or password. 3.1.1 Supplier agrees that any and all press releases and other public announcements related to this Agreement and subsequent transactions between Locations, Etc. Inc. and Supplier, including the method and timing of such announcements, must be approved in advance by Locations, Etc. Inc. in writing. Locations, Etc. Inc. reserves the right to withhold approval of any public announcement in its sole discretion. Without limitation, any breach of Supplier's obligation regarding public announcements shall be a material breach of the LESCSSA. 3.1.2 Supplier represents and warrants that it has full power and authority under all relevant laws and regulations: * to offer and sell the goods and services offered in the Shopping Cart, including but not limited to holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered on the Shopping Cart; * to copy and display the materials used or displayed on the Shopping Cart; and, * to provide for delivery of goods or services as specified on the Shopping Cart. 3.1.4 Supplier and warrants that it will not engage in any activities: * that constitute or encourage a violation of any applicable law or regulation, including but not limited to the sale of illegal goods or the violation of export control or obscenity laws; * that defame, impersonate or invade the privacy of any third party or entity; * that infringe the rights of any third party, including but not limited to the intellectual property, business, contractual, or fiduciary rights of others; and, * that are in any way connected with the transmission of "junk mail" "spam" or the unsolicited mass distribution of e-mail, or with any unethical marketing practices. 3.2 Locations, Etc. Inc. reserves the right to refuse to host or continue to host any Supplier which it believes, in its sole discretion: (1) offers for sale goods or services, or uses or displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are otherwise inappropriate; (2 has received a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; (3) has become the subject of a government complaint or investigation; or (4) has violated or threatens to violate the letter or spirit of the LESCSSA. 4.0 PROPRIETARY RIGHTS 4.1 Locations, Etc. Inc. Intellectual Property. Supplier acknowledges and agrees that content available from Locations, Etc. Inc. or the Shopping Cart, including but not limited to text, software, music, sound, logos, trademarks, service marks, photographs, graphics, or video, is protected by copyright, trademark, patent, or other proprietary rights and laws, and may not be used in any manner other than as intended by Locations, Etc. Inc. 4.2 Supplier's Property. Supplier agrees that by using the Shopping Cart, Supplier grants Locations, Etc. Inc., and its successors and assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under Supplier’s copyrights and other intellectual property rights, if any, in all material and content displayed in Supplier’s Listings to use, distribute, display, reproduce, and create derivative works from such material in any and all media and display in any manner and on any Locations, Etc. Inc. property, the results of search queries and comparisons conducted on Locations, Etc. Inc., including, without limitation, searches conducted on Locations, Etc. Inc. Shopping Cart and the Service. Supplier also grants Locations, Etc. Inc. the right to maintain such content on Locations, Etc. Inc.'s servers during the term of the LESCSSA and to authorize the downloading and printing of such material, or any portion thereof, by end users for their personal use. 4.3 Unauthorized Access. Supplier shall not attempt to gain unauthorized access to any servers controlled by Locations, Etc. Inc. 5.0 FEES 5.1 Hosting Fee. Suppliers shall pay to Locations, Etc. Inc. an annual processing fee in the amount of $49.95, within 90 days from the date of said Supplier’s login as a 1st Time User or Locations, Etc. Inc. shall automatically deduct said payment from its initial order with Supplier. Supplier is responsible for all other applicable fees incurred during any special offer period. Supplier must provide all required information (including billing information) before the specified deadline to be eligible for any special offer. Existing subscribers are not eligible for special offers, unless specifically stated otherwise in writing. All discounts are non-transferable, and terminate upon the termination or cancellation of the LESCSSA. Locations, Etc. Inc. will not alert Supplier when the discount terminates or expires. 5.2 Insertion Fee. Supplier shall pay to Locations, Etc. Inc. a monthly insertion fee in the amount of $0.10 for every product available from Supplier’s goods and services, based on the total number of products available from Supplier during each applicable calendar month. 5.3 Reseller Discount. Supplier shall provide Locations, Etc. Inc. with a Reseller Discount amount not less than 10% of the Retail cost of Supplier’s goods or services. 5.6 Mechanics. All fees are cumulative and payable in U.S. dollars. Locations, Etc. Inc. shall calculate all fees and, in its discretion and on the applicable due date set forth herein, either (a) deduct such charges from any amounts due to Supplier by Locations, Etc. Inc. for payment for goods or services, or (b) charge payments to any credit card number that Supplier so designates, or (c) invoice payments to be paid by Supplier within ten (10) days after the invoice date. Late payments shall bear interest at the rate of one and one-half percent (1.5%) per month (or the highest rate permitted by law, if less). In the event of any failure by Supplier to make payment, Supplier shall be responsible for all reasonable expenses (including attorneys’ fees) incurred by Locations, Etc. Inc. in collecting such amounts. Locations, Etc. Inc. may, upon 30 days prior notice to Supplier, alter its fees under the LESCSSA. Supplier will be charged for any extra fee features Supplier subscribes to or uses during that period's billing cycle. All such fees and charges are payable in accordance with payment terms in effect at the time the fee or charge becomes payable. 5.7 No Refunds or Credits. Upon cancellation or termination of Supplier’s participation in Shopping Cart, Supplier will not receive a refund for any charges or fees associated with the Shopping Cart. 6.0 TERMS 6.1 Term. The term of the LESCSSA shall be 30 days commencing on the date that Supplier registers as a 1st Time User on the Shopping Cart (the “Start Date”). The term shall automatically renew for successive monthly periods at renewal rates applicable at the time, unless notice of non-renewal is provided in accordance with Section 6.2, below; provided, however, that to qualify for each renewal Supplier must at the time of renewal be in substantial compliance with the material terms and conditions of the LESCSSA. Locations, Etc. Inc. shall have the right, but not the obligation, to review any Supplier for compliance with the LESCSSA as part of the renewal process, or at any time. 6.2 Non-Renewal. Either party, in its sole and absolute discretion, may give notice of non-renewal with or without cause and without stating any reason therefore. Any notice of non-renewal must be given at least fifteen (15) days prior to the end of the current monthly period in order for the LESCSSA to expire on the last day of that monthly period; otherwise, the LESCSSA will expire on the last day of the following monthly period (e.g., if the Start Date were July 10, and Supplier were to provide Locations, Etc. Inc. with notice of non-renewal on October 17, then the LESCSSA would expire on November 30). All notices under this Section 6.2 must be given in the manner described in Section 14 regarding notice. 7.0 TERMINATION 7.1 Termination. Either party may terminate the LESCSSA on thirty (30) days notice if the other party has materially breached or is otherwise not in compliance with any provision of the LESCSSA, and such breach or noncompliance is not cured within such thirty (30) day period. Locations, Etc. Inc. reserves the right to immediately suspend any customer access to the Supplier Listings until such breach or noncompliance is cured. 7.2 Termination for Illegal or Other Activity. Notwithstanding the foregoing, Locations, Etc. Inc. may, but has no duty to, immediately terminate Supplier and remove it from Locations, Etc. Inc. servers if Locations, Etc. Inc. in its sole discretion concludes that Supplier is engaged in illegal activities or the sale of illegal or harmful goods or services, or is engaged in activities or sales that may damage the rights of Locations, Etc. Inc. or others. Any termination under this Section 7.2 shall take effect immediately and Supplier expressly agrees that it shall not have any opportunity to cure or to seek or obtain damages from Locations, Etc. Inc. 7.3 Waiver. Supplier expressly waives any statutory or other legal protection in conflict with the provisions of this Section 7. 7.4 Deletion of Information. Upon termination, Locations, Etc. Inc. reserves the right to delete from its servers any and all information contained in Supplier’s account, including but not limited to order processing information, mailing lists, and any Web pages generated by the Shopping Cart. 7.5 Survival. The provisions of Section 4 (Proprietary Rights), Section 8.1 (Supplier Information), Section 10 (Indemnity), and Section 11 (Disclaimer of Warranties and Liabilities) of this Agreement shall survive any termination of the Agreement. 8.0 SUPPLIER PRIVACY 8.1 Supplier Information. Locations, Etc. Inc. maintains information about Supplier and their goods or services on Locations, Etc. Inc. servers, including but not limited to Supplier’s account registration information, Supplier's customer order information, sales information, etc. ("Supplier Information"). Supplier grants to Locations, Etc. Inc. a non-exclusive, worldwide, royalty-free, perpetual license to use Supplier Information in aggregate form (i.e., in a form that is not individually attributable to the Supplier) for research, marketing and other promotional purposes. 8.1.1 Supplier agrees that Locations, Etc. Inc. may disclose Supplier Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce the LESCSSA; (d) to respond to claims that the Supplier or their goods or services is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Locations, Etc. Inc., Locations, Etc. Inc. Shopping Cart or others; provided, however, that nothing in this section shall impose a duty on Locations, Etc. Inc. to make any such disclosures. 8.1.2 Supplier agrees that Locations, Etc. Inc. may delete customer credit card information from Locations, Etc. Inc. servers 14 days after Supplier receives such information, and may delete all other Supplier Information from Locations, Etc. Inc. servers at the end of each calendar year. 8.2 Password. Supplier shall receive a password from Locations, Etc. Inc. to provide access to and use of the Shopping Cart. Supplier is entirely responsible for any and all activities which occur under Supplier’s account and password. Supplier agrees to keep its password confidential, to allow no other person or company to use its account, and to notify Locations, Etc. Inc. promptly if Supplier has any reason to believe that the security of its account has been compromised. 8.3 Technical Access. Supplier acknowledges and agrees that technical processing of Supplier Information is and may be required: (a) for the Shopping Cart to function; (b) to conform to the technical requirements of connecting networks; (c) to conform to the technical requirements of the Service; or (d) to conform to other, similar technical requirements. Supplier also acknowledges and agrees that Locations, Etc. Inc. may access Supplier's account and its contents as necessary to identify or resolve technical problems or respond to complaints about the Shopping Cart. 8.4 Supplier Privacy Policy. Supplier agrees to use personal information only as expressly permitted by Locations, Etc. Inc.’s privacy policy. 9.0 MAINTENANCE AND SUPPORT 9.1 Supplier can obtain assistance with any technical difficulty that may arise in connection with Supplier’s utilization of the Software or Online Store Services by requesting assistance by email to shoppingcart@LocationsEtc.com Locations, Etc. Inc. reserves the right to establish limitations on the extent of such support, and the hours at which it is available. 9.2 Supplier is responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for its access to and use of the Shopping Cart and Supplier shall be responsible for all charges related thereto. 10.0 INDEMNITY Supplier agrees to indemnify and hold harmless Locations, Etc. Inc., and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim or demand, including reasonable attorneys fees, made by any third party due to or arising out of Supplier’s conduct, Supplier’s use of the Service, the goods or services offered by Supplier, any alleged violation of the LESCSSA, or any alleged violation of any rights of another, including but not limited to Supplier’s use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Locations, Etc. Inc.’s Shopping Cart. Locations, Etc. Inc. reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Supplier, but doing so shall not excuse Supplier’s indemnity obligations. 11.0 DISCLAIMER OF WARRANTIES AND LIABILITIES THE SERVICE AND SHOPPING CART ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SHOPPING CART SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. THE SECURITY MECHANISM INCORPORATED INTO THE SHOPPING CART AND SITE HAS INHERENT LIMITATIONS AND SUPPLIER MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. SUPPLIER ACKNOWLEDGES AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT SUPPLIER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. LOCATIONS, ETC. INC., AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF LOCATIONS, ETC. INC. IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM MERCHANT’S USE OR INABILITY TO USE THE ONLINE STORE SERVICES OR THE SOFTWARE, OR THAT RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SHOPPING CART. LOCATIONS, ETC. INC.’S LIABILITY TO SUPPLIER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY SUPPLIER TO LOCATIONS, ETC. INC. OVER THE COURSE OF THE EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. 12.0 NO RESALE OR ASSIGNMENT OF SERVICE Supplier agrees not to resell or assign or otherwise transfer its rights or obligations under the LESCSSA without the express written authorization of Locations, Etc. Inc. 13.0 FORCE MAJEURE Neither party shall be liable to the other for any delay or failure in performance under the LESCSSA resulting directly or indirectly from acts of nature or causes beyond its reasonable control. 14.0 NOTICES Any notices or communications under the LESCSSA shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to Locations, Etc. Inc., such notices shall be addressed to ShoppingCart@ LocationsEtc.com or Locations, Etc. Inc., P.O. Box 754191, Forest Hills, New York, 11375 USA. If to Supplier, such notices shall be addressed to the electronic or mailing address specified when Supplier opens an account with Locations, Etc. Inc., or such other address as either party may give the other by notice as provided above. 15.0 ENTIRE AGREEMENT The LESCSSA constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, writings and all other communications between the parties. 16.0 GENERAL The LESCSSA and the relationship between Supplier and Locations, Etc. Inc. shall be governed by the laws of the state of New York without regard to its conflict of law provisions. Supplier and Locations, Etc. Inc. agree to submit to binding arbitration in the State of New York. Locations, Etc. Inc.’s failure to exercise or enforce any right or provision of the LESCSSA shall not constitute a waiver of such right or provision. If any provision of the LESCSSA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties intentions as reflected in the provision, and agree that the other provisions of the LESCSSA remain in full force and effect. Supplier agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the LESCSSA must be filed within one (1) year after such claim or cause of action arose, or be forever barred. The section titles in the LESCSSA are for convenience only and have no legal or contractual effect. 17.0 ADDITIONAL CONSIDERATIONS FOR LOCATIONS, ETC. INC. SHOPPING CART. 17.1 Eligibility for Locations, Etc. Inc. Shopping Cart. In order to become eligible for discretionary placement with Locations, Etc. Inc. Shopping Cart, Supplier agrees to the following: (a) Supplier will comply with the Locations, Etc. Inc. Shopping Cart Terms and Conditions, and (b) Supplier grants to Locations, Etc. Inc. a non-exclusive, worldwide, royalty-free license to List Supplier’s goods or services wherever Locations, Etc. Inc. deems appropriate to either facilitate transactions or promote Locations, Etc. Inc. Shopping Cart or Locations, Etc. Inc. generally). 17.2 Discretionary Placement within Locations, Etc. Inc. Shopping Cart. Subject to Section 17.1 above, Locations, Etc. Inc. will consider Supplier for discretionary placement within Locations, Etc. Inc. Shopping Cart, which might include a Supplier listing on the following sites: (a) www.AuctionCentralTravel.com or (b) www.EventSiteFindersDirectory.com, or (c) contextually relevant search results pages. Locations, Etc. Inc. will be entitled to revoke any discretionary placement at any time in its sole discretion. Supplier agrees that all Locations, Etc.’s Discretionary Placements are subject to the same terms and conditions as herein agreed to.

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