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Gift Registry in a Box Merchant Agreement Please read this agreement carefully.
Fees. Retailer agrees to pay NetGift Registry the fee indicated on the Merchant sign up form. This fee is refundable for a period of 30 days from the time NetGift Registry receives this Agreement. Intellectual Property. As between the parties, NetGift Registry shall retain all right, title and interest in and to the NetGift Registry Services and any portions and components thereof, including but not limited to, copyrights, patents, trade secrets and trademarks. As between the parties, Retailer shall retain all right, title and interest in and to the Store and Retailer Information, including but not limited to, copyrights, patents, trade secrets and trademarks. Retailer warrants to NetGift Registry that it has the right to provide NetGift Registry with all Retailer Information, and that the Retailer Information, and their use hereunder, will not violate any applicable laws or regulations, including, without limitation, copyright, trademark, obscenity, privacy and defamation laws. Retailer agrees to defend, indemnify and hold NetGift Registry harmless (including court costs and attorneys' fees) (i) from all consequences of NetGift Registry, Retailer or End Users providing, posting, accessing or using the NetGift Registry Services, Retailer Information or any material provided by Retailer hereunder, including without limitation, any breach of the foregoing warranty or of the warranty in Section 4 herein, and (ii) for any claims related to Retailer's sale or offer to sell goods or services. Logos. Retailer hereby grants NetGift Registry the right to establish links from the NetGift Registry Web Sites to the Store and to use any trademarks and logos as necessary to establish such links and to perform the Services, and in trade shows and press releases; Retailer hereby warrants to NetGift Registry that NetGift Registry's use of such trademarks and logos will not infringe any third party's rights anywhere in the world. Term and Termination. This Agreement shall be effective as of the date NetGift Registry receives it and shall remain in effect for one year, at which time a new contract may be negotiated. Retailer may terminate this Agreement and the Services at any time during the first 30 days upon written notice to NetGift Registry and will not be liable for any payments whatsoever to NetGift Registry. Additionally, NetGift Registry shall have the right to terminate this Agreement or (at its option) suspend the Services immediately if Retailer breaches any material provision of this Agreement. Sections 3 and 6 through 9 of this Agreement shall survive termination of this Agreement. Warranty Disclaimer. NETGIFT REGISTRY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE NETGIFT REGISTRY SERVICES, THE NETGIFT REGISTRY WEB SITES, THE NUMBER OF TRANSACTIONS GENERATED BY THE NETGIFT REGISTRY SERVICES OR NETGIFT REGISTRY'S ABILITY TO OFFER OR FULFILL THE SERVICES, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF RETAILER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Confidentiality. Each party agrees that all code, inventions, algorithms, know-how and ideas and all other business, technical and financial information they obtain from the other are the confidential property of the disclosing party (Proprietary Information of the disclosing party). Except as expressly and unambiguously allowed herein, the receiving party will hold in confidence and not use or disclose any Proprietary Information of the disclosing party and shall similarly bind its employees in writing. The receiving party shall not be obligated under this Section 7 with respect to information the receiving party can document: (i) is or has become readily publicly available without restriction through no fault of the receiving party or its employees or agents; or (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the receiving party without restriction prior to its disclosure by the other party; or (iv) is independently developed by the receiving party without use of the disclosing party's Proprietary Information. The receiving party may make disclosures required by law or court order provided the receiving party uses reasonable efforts to limit disclosure and to obtain confidential treatment. The parties acknowledge that breach of this Section 7 by the receiving party shall cause the disclosing party irreparable harm and therefore, in addition to any other remedies, the disclosing party shall be entitled to equitable or injunctive relief as a remedy for such breach. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, EXCEPT FOR BODILY INJURY, NETGIFT REGISTRY WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR CLAIMS RELATED TO THE AVAILABILITY OR ACCURACY OF THE NETGIFT REGISTRY SERVICES OR THE SUCCESS OR LEVEL OF SALES RESULTING THERE FROM; (II) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS; OR (III) IN ANY CASE, FOR ANY AMOUNTS IN EXCESS IN THE AGGREGATE OF THE FEES PAID TO NETGIFT REGISTRY HEREUNDER DURING THE SIX MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. General. Retailer shall not assign or transfer any rights or obligations under this Agreement without the prior written approval of NetGift Registry and any attempt to do so shall be void and without effect. NetGift Registry may make announcements to the press and other parties regarding the Retailer and this Agreement. NetGift Registry may assign this Agreement in whole or in part. Notwithstanding anything to the contrary, nothing contained herein shall prevent NetGift Registry from complying with privacy laws and regulations. NetGift Registry will not be responsible for any delay in the performance of its obligations hereunder caused by any acts, omissions, or events beyond NetGift Registry's control. This Agreement represents the complete agreement and understanding between NetGift Registry and Retailer with respect to the subject matter herein, and supersedes any other written or oral agreement. The terms and conditions of this Agreement may only be modified in a writing signed by both parties. The invalidity or unenforceability of any provision of this Agreement shall not affect the enforceability or validity of any other provision. This Agreement shall be governed by the laws of the State of North Carolina, without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the North Carolina state and U.S. federal courts having within their jurisdiction the location of NetGift Registry's principal place of business. In any action to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys fees. ___________________________________________________ Company ___________________________________________________ Authorizing Name (print) ___________________________________________________ Signature ___________________________________________________ Date Licensing Fee: _____ Less than 50,000 ($499) _____ 50,001 to 199,999 ($999) _____ 200,000 to 500,000 ($1499) _____ Over 500,000 ($___________) Call your NetGift rep for fee: 919.688.4488 Please mail or fax this document to: NetGift Registry 112 South Duke Street, Suite 3 Durham, NC 27701 Fax: 919.680.8899 Click here to close this browser window to return to the Sign Up form. |