"Company Intellectual Property" means all technology, software, platforms, systems, methods, processes, data and other information (including without limitation, the Platform, Company’s Trademarks and Company’s Content, and all Intellectual Property Rights contained therein) that Company owns or otherwise has the right to use, other than Partner Materials.

"Content" means any information, materials, photographs, recordings, videos, images, artwork, reviews, comments, analytics and other similar items.

"Customer" has the meaning ascribed to it in the Terms of Use.

“Commission(s)” means the Transaction Fee identified in the plan selected by Partner.

"Intellectual Property Rights" means any patent, patent application, copyright, Trademark, URL, domain name, or any other intellectual property right and all related rights.

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement of any governmental authority.

"Partner Materials" means all Partner’s Trademarks, Partner’s Content, and other information, data, materials, and items provided or made available to Company by Partner.

"Platform" means the Company’s software-as-a-service application that allows the Partner to access and feature the Company’s e-commerce marketplace on Partner’s Website, including the application programming interface, widgets, documentation, and any upgrades, patches, enhancements, or fixes made by Company to the application.

"Proceeds" has the meaning ascribed to it in the Third Party Supplier Terms and Conditions.

"Products" has the meaning ascribed to it in the Third Party Supplier Terms and Conditions.

"Trademark" means any trademark, service mark, trade dress, trade name or other proprietary logo or insignia.

"Transaction" means fulfilment of a rental or sale of a Product accomplished through the Platform.

1. Platform License. Subject to the terms and conditions of the Agreement, Company grants to Partner a non-sublicensable, non-transferable, non-exclusive limited license to access and use the Platform during the Term (as defined below) in accordance with the plan selected by the Partner and documentation provided by Company with access credentials provisioned for Partner’s authorized users. Partner is responsible for all acts and omissions of its authorized users, including their compliance with the Agreement. All terms and conditions of the plan selected by Partner are incorporated herein by reference. Company will have the right, in its sole discretion, to modify or suspend the Platform, and Company will use reasonable efforts to give Partner prior written notice of any such action if any such modification materially impacts Partner’s ability to access the Platform. If Partner is accessing the Platform on a free, unpaid, trial, beta, demonstration, pre-release, testing or similar basis (as may be indicated in a plan that Partner selected) (“Free Services”), then certain of Company’s obligations under this Agreement will not apply, as further described below.
2. Restrictions. Partner and its authorized users shall not, directly or indirectly: (i) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to or attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform; (ii) copy, modify, translate, or create derivative works of the Platform, in whole or in part; (iii) use or access the Platform for timesharing or service bureau purposes; (iv) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, commercialize or otherwise make available the Platform; (v) use the Platform in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable Laws or regulations (including but not limited to any privacy Laws, and Laws or regulations concerning intellectual property, consumer and child protection, obscenity or defamation); or (vi) permit any third party to do any of the foregoing. Partner will use reasonable efforts to prevent any unauthorized use of the Platform and will promptly notify Company of any unauthorized use that comes to Partner’s attention and provide all reasonable cooperation to prevent and terminate such use. Partner will not remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of the Company.
3. Third Party Services. Partner acknowledges and agrees that the Platform operates on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (“Third Party Services”). Company is not responsible for the operation or availability of any Third Party Services. Partner is solely responsible for procuring any and all rights necessary for it and its authorized users to access Third Party Services and for complying with any applicable terms or conditions thereof. Company does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Partner and a third party provider is solely between Partner and such third party provider and is governed by such third party’s terms and conditions.

1. Partner Terms. For a Transaction to occur on the Platform, Partner agrees that it shall engage Customers on its Website pursuant to its own terms that are at least as protective of Company and its rights as Company’s then current Terms of Use and this Agreement (as applicable), and such terms between Partner and its Customers must be agreed to before Customers’ is granted access to the Platform. Partner shall be liable for all acts and omissions of its Customers. If there is any conflict between the Partner’s terms regarding the Product and the Agreement, the Agreement shall control. Additionally, because the rental or sales contract is directly between the Partner and the Customer, Partner is solely responsible for all cancellations, disputes, returns, refunds, insurance and tax obligations, and any other obligations or liabilities arising under or in connection with the Transactions between Customer and Partner. In accordance with any relevant terms in the Agreement, Partner agrees to remit to Company any refunds for rentals or sales subject to cancellation, disputes or other chargebacks.
2. Fulfillment. Without limiting Partner’s obligations under the Third Party Supplier Terms and Conditions, Company may offer third party fulfillment services on the Platform. If Partner elects to use such third party fulfillment services, Partner will be provided shipping labels and instructions for the shipment and return of the Product from the third party provider with the third party provider’s assistance. Partner acknowledges that Company has no liability with respect to the operation of the third party fulfillment services or any fulfillment services provided directly by Partner, and that any use of such services is at Partner’s sole discretion.

1. Commissions and Fees. Partner will pay to Company the monthly fees as identified in the plan selected by Partner (“Fees”) within 30 days of an invoice. Additionally, Company shall pay to Partner the Proceeds collected in connection with such sale or rental, less the Commissions.
2. General.
   1. Notwithstanding any other provision of the Agreement, (A) Company may withhold or deduct from and offset against any amounts to be remitted or paid by Company to Partner under the Agreement any amounts payable by Partner to Company and (B) Company reserves the right to invoice Partner for amounts due and not otherwise paid to Company under the Agreement and Partner will pay Company any such undisputed amounts within 30 days after receipt of such invoice.
   2. All payments under the Agreement will be in United States dollars and will be remitted either (A) through the ACH system to a United States bank account established and designated in writing by Company or Partner, as the case may be, or (B) through an online payment system agreed upon between Company and Partner.
   3. Except as otherwise provided in the Agreement, each Party will be responsible for all costs and expenses incurred by it in performing its obligations under the Agreement.
   4. Any delay or unpaid Fees are subject to a charge of one percent (1.5%) per month, or the maximum permitted by Law, whichever is lower, plus all expenses of collection, including reasonable attorneys’ fees. Fees under the Agreement are exclusive of all taxes, including national, state or provincial and local use, sales, value-added, property and similar taxes, if any. Partner agrees to pay such taxes (excluding U.S. taxes based on Company’s net income).

1. Reservation of Rights. Except as expressly set forth herein, no other license is granted (by implication, estoppel or otherwise), no other use is permitted and, as between the Parties, Partner shall own and retain all rights, title and interests (including Intellectual Property Rights) in and to the Partner Materials and Partner’s Confidential Information, and Company shall own and retain all rights, title and interests (including Intellectual Property Rights) in and to Company Intellectual Property and Company’s Confidential Information.
2. Feedback. Partner may, in its sole discretion, make suggestions for changes, modifications or improvements to the Platform or any of Company’s other services or products (together with all Intellectual Property Rights contained therein, “Feedback”). All Feedback shall be solely owned by Company and Partner shall and hereby does make all assignments necessary to achieve such ownership.
3. Transaction Data. Without limiting the Company’s rights under the Privacy Policy, Company may derive, use and otherwise process aggregated, de-identified and/or anonymized data from the Transaction, including by and with data collected from Customers (“Derived Data”), including for purposes of creating reports, evaluations, test, studies, analyses and other work product from such data (“Analyses”). Company will be the sole owner of all Derived Data and Analyses and will have the right to use them for any business purpose.
4. Trademark License. During the Term, Partner hereby grants and agrees to grant to Company a royalty-free, non-exclusive, sublicensable, transferable, worldwide right and license to use, reproduce, perform, display and distribute Partner's Trademarks in any advertising and other marketing communications (e.g., via other websites, electronic mail and any other media) promoting Company and its business. All goodwill arising out of any use of any of Partner’s Trademarks by Company will inure to the benefit of Partner

1. Representations. Each Party represents and warrants to the other that (i) it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, (ii) it has all requisite right, power and authority to enter into the Agreement and perform its obligations thereunder, (iii) the Agreement has been duly authorized, executed and delivered by such Party, and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, and (iv) it will comply with all applicable Laws in its performance of its obligations and exercise of its rights under the Agreement.
2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THESE STANDARD TERMS, THE PLATFORM IS PROVIDED “AS IS” AND COMPANY HEREBY WAIVES AND DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SUBJECT MATTER OF THE AGREEMENT, THE PLATFORM, PRODUCTS OFFERED, RENTED OR SOLD VIA THE PLATFORM, OR THE TRANSACTIONS CONTEMPLATED HEREBY, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING (i) THE OPERATION OF THE PLATFORM, (ii) THE AMOUNT OF PROCEEDS OR OTHER REVENUES THAT MAY OCCUR DURING THE TERM, (iii) PRODUCTS OFFERED, RENTED OR SOLD VIA THE PLATFORM, AND (iv) ANY ECONOMIC OR OTHER BENEFIT THAT THE OTHER PARTY MIGHT OBTAIN THROUGH ITS PARTICIPATION IN OR PERFORMANCE UNDER THE AGREEMENT. FOR THE AVOIDANCE OF DOUBT, COMPANY WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY DEGRADATION OR FAILURE OF THE PLATFORM RELATED TO (A) PARTNER MATERIALS, (B) UNUSUALLY HIGH USAGE VOLUMES, (C) TELECOMMUNICATIONS OR NETWORK SERVICES OR EQUIPMENT, (D) UNAUTHORIZED ACCESS, BREACH OF FIREWALLS OR OTHER HACKING BY THIRD PARTIES OR (E) ANY EVENTS OR INCIDENTS OUTSIDE THE REASONABLE CONTROL OF COMPANY, INCLUDING ANY ACTS OR OMISSIONS OF PARTNER, AUTHORIZED USERS AND CUSTOMERS

1. Indemnification.
   1. Partner will defend, indemnify and hold harmless Company and its respective employees, directors, agents and representatives from and against any and all losses arising out of or related to demands, suits, actions or other claims (“Claims”) due to, arising out of or relating to: (A) any actual or alleged breach of Partner’s representations, warranties, or obligations under this Agreement; (B) Partner’s violation of any Law or third-party right; (C) any actual or alleged infringement of any Intellectual Property Right related to Partner Materials, Partner’s Content or Partner’s Trademarks; (D) any of Partner’s Products including without limitation Partner’s packaging, labeling, marketing or advertising of a Product; (E) Partner’s other channels; (F) personal injury, death or property damage arising from Partner’s Products; (G) any actual or alleged breach of Partner’s written warranty for a Product or Partner’s customer service policies; (H) any act or omission of Partner, its agents, employees, or subcontractors relating to the marketing, sale and delivery of the Product; and (I) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Platform that arise from Partner’s failure to maintain, or provide to Company, accurate information as to where Purchases are shipped from.
   2. Company will defend, indemnify and hold harmless Partner and its respective employees, directors, agents and representatives from and against any and all losses arising out of or related to third-party Claims due to, arising out of or relating to any actual or alleged infringement of any intellectual property right by the Platform, provided, however, Company shall not be liable under this Section to the extent the losses or the Claims (1) are caused by Partner’s negligence or intentional misconduct or (2) relate to Partner’s use of Platform in a manner not authorized hereunder and/or in combination with other products, processes or materials not authorized by Company or where the alleged infringing activity relates to the third party product, process or material. If the Platform becomes or, in Company's opinion, is likely to become the subject of any injunction preventing its use or operation as contemplated herein, Company may, at its option (1) obtain the right to continue using the Platform or (2) replace or modify the Platform so that it becomes non-infringing without substantially compromising its principal functions. If (1) and (2) are not reasonably available to Company, then it may (3) terminate this Agreement upon written notice to Partner and refund to Partner any pre-paid fees. The remedies under this Section 8(a)(ii) are Partner’s sole and exclusive remedy in the event that the Platform becomes the subject of any injunction or Claim involving any actual or alleged infringement, misappropriation or violation of a third party intellectual property right. Notwithstanding anything to the contrary herein, Company shall have no obligation under this Section 8(a)(ii) with respect to Free Services.
   3. Procedure. In connection with any Claim described in this Section 8(a), an indemnified party will (A) give the indemnifying party prompt written notice of the Claim (provided that any delay in notification will not relieve the indemnifying party of its obligations hereunder except to the extent that the delay impairs its ability to defend), (B) cooperate reasonably with the indemnifying party (at the indemnifying party’s expense) in connection with the defense and settlement of the Claim and (C) permit the indemnifying party to control the defense and settlement of the Claim, provided that the indemnifying party may not settle the Claim without the indemnified party’s prior written consent (which will not be unreasonably withheld or delayed), and provided further that an indemnified party (at its cost) may participate in the defense and settlement of the Claim with counsel of its own choosing.
2. Limitations on Liability. EXCEPT FOR DAMAGES RESULTING FROM (i) BREACH OF CONFIDENTIALITY OBLIGATIONS OR (ii) INDEMNIFICATION OBLIGATIONS, (A) IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) THE MAXIMUM LIABILITY THAT THE COMPANY SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY FEES AND COMMISSIONS PAID OR PAYABLE IN CONNECTION WITH THIS AGREEMENT IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.

1. Term. The term of the Agreement will commence on the Effective Date and will continue thereafter for one (1) year (“Initial Term”). This Agreement will automatically renew for additional successive one (1) year terms thereafter (“Renewal Term”) until earlier terminated by either Party as provided herein or either Party gives the other Party written notice of non-renewal at least thirty (30) days prior to expiration of the then-current term (the Initial Term and all Renewal Terms together, the "Term"). If Partner is using Free Services, the Initial Term for a paid subscription will commence at the end of the term for the Free Services (subject to renewal) in accordance with the terms of this Agreement, unless Partner has provided thirty (30) days’ prior written notice to Company of its decision to not continue use of the Platform after termination of Free Services.
2. Termination.
   1. The Company may terminate the Agreement for any reason or no reason by express written notice to the other Party effective 30 days after the date of delivery of such notice.
   2. Either Party may terminate the Agreement by written notice to the other Party if the other Party materially breaches the Agreement and fails to cure such breach within 30 days after the date of delivery of such notice to the breaching Party.
   3. Additionally, Company may terminate the Agreement by written notice to Partner, effective upon delivery of such notice, if Partner (A) is consistently unresponsive to Customer comments, requests or questions, or (B) is under investigation or in question for negligence which caused death or injury to its Customers whether they purchased their Products from the Platform or not.
   4. Either Party may terminate the Agreement by written notice to the other Party effective as of the date of delivery of such notice (A) if the other Party (1) ceases to do or suspends its business, or (2) becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding that is not dismissed within sixty (60) days or otherwise liquidates or ceases to do business, or (B) pursuant to Section 11(b) of these Standard Terms.
3. Effect of Termination. Upon any expiration or termination of this Agreement, all rights and obligations of the Parties hereunder shall cease, except that the following shall survive any expiration or termination:
   1. All rights and obligations that accrued prior to the effective date of termination (including without limitation, payment, refund and performance obligations), and all remedies for any breach of this Agreement.
   2. Termination of the Agreement shall not affect Partner’s obligation to deliver and supply all Products that were purchased prior to the date of termination. Each Party shall otherwise continue to perform its obligations hereunder in accordance with this Agreement until all Products purchased prior to the date of termination have been fulfilled, and to otherwise conduct its business and cooperate with the other in a manner designed to preserve Customer satisfaction.
   3. Sections 6, 8, 9(c), 10 and 11 survive termination or expiration of these Standard Terms.
   4. Upon the written request of either Party following termination or expiration of the Agreement, the other Party will promptly return to the requesting party or destroy all Confidential Information of the requesting Party that is in such other Party’s possession or control.

1. Publicity. Except as otherwise permitted under Section 6 of these Standard Terms, neither Party will issue any press releases, or otherwise make any public statements or communications regarding the Agreement, the relationship of the Parties, or Transactions without the other Party’s prior written consent not to be unreasonably withheld.
2. Force Majeure. Neither Party will be liable for any delay or failure to perform any of its obligations hereunder (other than payment obligations) by reason of circumstances beyond such Party’s reasonable control, provided that the affected Party provides the other Party prompt notice of the applicable circumstance and uses commercially reasonable efforts to resume performance as promptly as possible and provided, further, that if a Party’s performance is delayed for more than 90 days by any of such circumstances, the other Party may, by notice to the affected Party, terminate the Agreement.
3. Independent Contractors. Partner and Company are independent contractors and the Agreement will not be construed to create a partnership, joint venture or employment relationship between them. Neither Party will represent itself to be an employee or agent of the other Party and neither Party will enter into or purport to enter into any commitment on the behalf of or in the name of the other Party (except for commitments by Company on behalf of Partner pursuant to Transactions with Customers).
4. Notices. Any notice required or permitted to be given hereunder shall be in writing, in English and shall be deemed given (i) 5 business days after being sent by registered or certified mail, return receipt requested, postage prepaid, (ii) one business day after being sent by reputable overnight courier service, or (iii) upon delivery to the recipient in person with return receipt or by facsimile or email with confirmation of receipt, in each case addressed to the notified Party at its address set forth in Partner’s account (or at such other address as such Party may specify by notice to the other hereunder).
5. Choice of Law; Jurisdiction. The Agreement will be governed by the law of the State of Delaware, USA, without giving effect to the conflict of law principles thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and each Party consents to the jurisdiction thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. By execution and delivery of the Agreement each of the Parties accepts for itself and in respect of its property the exclusive jurisdiction of the aforesaid courts.
6. Amendment; Waiver. The terms of the Agreement may be amended only by written agreement executed by both Parties. The terms of the Agreement may be waived only by a written document signed by the Party entitled to the benefits of such terms. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms of the Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given and shall not constitute a continuing waiver or consent.
7. Assignment. The Agreement may not be assigned in whole or in part, by either Party without the prior written consent of the other Party, provided that Company may, without such prior consent, assign or transfer the Agreement in connection with a merger, consolidation, reorganization, sale or similar transaction involving all or substantially all of its equity securities or assets.
8. Severability. If any provision, or any portion thereof, of the Agreement is determined to be unenforceable or invalid, then such provision shall be limited or eliminated to the minimum extent necessary such that the remaining provisions of the Agreement shall remain in full force and effect and enforceable.
9. Headings. The headings and captions contained in the Agreement and these Standard Terms are for convenience only and shall not affect the meaning or interpretation of the Agreement.
10. Waiver; Remedies. No failure or delay by a Party in exercising any right, power or remedy under the Agreement, and no course of dealing between the Parties hereto, shall operate as a waiver of any such right, power or remedy of a Party. No single or partial exercise of any right, power or remedy under the Agreement by a Party hereto shall preclude such Party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a Party shall not constitute a waiver of the right of such Party to pursue other available remedies. No notice to a Party not expressly required under the Agreement shall entitle the Party receiving such notice or demand to any other or further notice in similar or other circumstances or constitute a waiver of the rights of the Party giving such notice to any other or further action in any circumstances without such notice.
11. Entire Agreement. The Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements or understandings between the Parties relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in the Agreement shall affect, or be used to interpret, change or restrict, the terms of the Agreement. This Agreement is in English only, which language shall be controlling in all respects. No version of this Agreement in another language shall be binding or of any effect.
12. Counterparts. The Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution of a facsimile copy (e.g., PDF) shall have the same force and effect as execution of an original, and a facsimile signature shall be deemed an original and valid signature.