Terms of Service "Supplier Agreement"
I. Contact Information:
TransactionCity.com
headquarters is at the following address:
TransactionCity.com
P.O. Box 483
Piscataway, NJ 08854
U.S.A.
If you have a question regarding your TransactionCity.com account,
please fill out an online support request
To reach us by fax please use
1-908-668-7773.
II. Legal Notice:
TransactionCity.com,
Inc. will hereafter be referred to as "the Company." Individuals or
business entities under contract to provide services or products to the Company
will hereafter be referred to as "the Supplier(s)" or "a
Supplier." "You" or "User" shall mean the individual
or legal entity that is utilizing any Services provided by TransactionCity.com,
other than a Supplier.
The
Supplier assumes full responsibility for the decision to utilize
TransactionCity.com affiliated services "as is" and disclaims any
implied warranties including for merchantability, fitness for a particular
purpose and non-infringement.
Term and Cancellation
The term of this Agreement shall be one year upon which shall
continue until a notice of cancellation by the Company
or Supplier is given, or until terminated under other provisions of this
Agreement.
Suppliers may close
their account with the Company at any time.
The Company reserves the
right to terminate this agreement and close a Supplier account at any time.
Limitations of Liability
The Company assumes no liability for disruptions or improper
operation of its equipment or software for any reason, including, but not
limited to, vandalism, theft, phone service outages, Internet disruptions,
human error, extreme or sever weather conditions or any other causes in the
nature of "Acts of God" or fore majeure.
The Company shall not be
responsible for consequential damages or punitive or exemplary damages under
any circumstances. In no case shall a Supplier be entitled to recover damages
from the Company which exceed the sum of sales commissions and service fees
retained by the Company under this Agreement during the six months prior to the
event giving rise to the claim for damages.
Copyright Notice
This
website is subject to the protection of the copyright laws of the United States
and other countries. You may not reproduce any part of this website without the
prior written permission of the Company.
Credit Reporting
Supplier grants the Company the authorization to obtain
standard factual data credit report(s) through a credit reporting agency chosen
by the Company.
Minimum Age
Requirement
Vendors must be 18 years of age to use our services.
III. Fulfillment Contract:
Hereafter
TransactionCity.com, Inc. shall be referred to as "the Company."
The contracting
individual or business shall hereafter be referred to as "the
Supplier."
The TransactionCity.com,
Inc. Fulfillment Contract is the contract between the Company and the
TransactionCity.com, Inc. Supplier (You).
Sale of Goods
If you
register products with the Company you agree that the Company will purchase
your product for possible resale to retail consumers.
Choice of Law/Venue
The Supplier agrees that New Jersey law, excluding conflict of law
principles, will govern this agreement, and that any claim or suit arising out
of or related to this agreement must be brought exclusively in federal or state
courts located in Middlesex County,
New Jersey, U.S.A.
You consent to the exclusive jurisdiction of such courts.
Indemnification
The Supplier is fully responsible for the content of its
website and for the advertising and promotion of all products. The Supplier
certifies and represents to the Company that it is the owner or that it has
full right and authority to use and disseminate all information, data,
graphics, text, video, music, or other intellectual property which either forms
a part of its website, which is provided by the Supplier to potential
customers, or which is used by the Supplier in its advertising and promotion
and to sell and deliver products to customers.
The Supplier agrees to
indemnify and hold the Company harmless for any damages or costs incurred as a
result of your violation of any law, regardless of whether they are actual,
incidental, consequential, or punitive. In no event will the Company be liable
to any party for any direct, indirect, punitive, special, incidental or other
consequential damages arising directly or indirectly.
from any use of this
internet resource, or the Company service, even if the Company is expressly
advised of the possibility of such damages.
The
Supplier agrees that in no event will the Company be liable to you for any
special, incidental or consequential damages.
The Company assumes no
liability for termination, cancellation, or failure to provide services by
third party providers (Hosting Providers, Merchant Accounts) contracted on
behalf of the Supplier.
The
Supplier agrees to indemnify and hold harmless the Company, its employees,
officers, agents, and directors from any and all fines, penalties, losses,
claims, expenses (including attorney's fees), or other liabilities resulting
from or in connection with this Agreement. The Company assumes no liability of
the Supplier for failure to follow this Agreement or any results caused by
acts, omissions or negligence of the Supplier, subcontractor or an agent of the
Supplier or an employee of any one to them, including, but no limited to,
claims of third parties arising out of or resulting from or in connection with
the Supplier's products, messages, programs, caller contracts, promotions,
advertising, infringement or any claim for libel or slander or for violation of
copyright, trademark or other intellectual property rights.
The
Supplier expressly authorizes the Company to collect these fines, penalties,
losses, claims, expense and liabilities using any means available to the
Company.
Regulation Authorization
The Supplier represents and warrants that it is legally
authorized and has obtained all necessary regulatory approvals and certificates
to sell any product/service it intends to offer. The Supplier agrees to make
available any copies of said information immediately upon a request tendered by
the Company. The Supplier further represents that it will conform to any and
all laws, rules, regulations, requirements and/or other standards that are
established by the Federal Trade Commission, State and local consumer
protection agencies, and credit card governing agencies regarding the sale of
products over the Internet or in situations where the credit card is not
present.
Taxes
The Supplier agrees they are responsible to pay all
applicable taxes and to obtain all relevant licenses and permits associated
with the legal operation of your enterprise.
Each party
agrees to report and to pay its own taxes imposed on its income by any
jurisdiction, such as state and federal income taxes. Should the Company be
required to pay any such taxes on the income of the Supplier the amount of such
taxes and all related interest, fines, or penalties shall become immediately
due and payable to the Company.
Default
In the event that the Supplier defaults in any provision or
fails to perform pursuant to this Agreement, the Company shall be entitled to
damages, costs and attorney's fees from the Supplier.
Amendments and
Modifications
The
Supplier understands that the Company reserves the right to modify the
TransactionCity.com, Inc. Agreement or the Operational Requirements (this
document) at any time.
IV. Operational Requirements:
Goods and Services
The Company
prohibits the registration or sale of illegal goods and services in violation with
any Law of the United States Courts.
Suppliers in violation
of the prohibited products requirement will be warned to remove the products or
services from the Company's registered products offering. Failure to comply
after the warning period expires will result in account termination and
potential forfeiture of commission on account.
Prohibited Activities
If the Company ascertains that you are using your account in
conjunction with any of the following listed activities your account will be
immediately suspended and you forfeit the right to any disbursement of funds:
a. Virtual Terminal
Activity (i.e. Self-Keying):
All
customers are required to key in their own credit card or bank account
information directly via the internet
b. Spam
Accounts
which generate unsolicited commercial messaging (SPAM) will be terminated. For
the purposes of this Agreement the term "SPAM" includes
i. Unwelcome email;
ii. Newsgroup cross-postings;
iii. Windows that spawn new windows;
iv. Windows which resist closure
Validation
All email, domain, URL or telephone information must be able
to be validated. If any of this information is incorrect the account may be
suspended or terminated at the Company's discretion.
Consumer Notification
The Supplier agrees to clearly and concisely inform any
potential customer of the operating standards of this Agreement.
Such
notification shall include, but is not limited to, the inclusion of required
documentation on the website homepage.
