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Retailer Page Agreement

LAST MODIFIED: MAY 14, 2014


Introduction

Welcome to the JOOR Retailer Page Agreement (“Agreement”). This Agreement contains the terms and conditions under which JOOR offers the “Retailer Page Service” (defined below). If you do not read, understand, and agree to all of the terms and conditions of this Agreement, you may not use the Retailer Page Service.

JOOR reserves the right to modify any of the terms and conditions contained in this Agreement, at any time and in JOOR’s sole discretion, by posting a change notice or a new agreement on JOOR’s Web Site. For example, modifications may include changes in fees, Retailer Page Service features, and Retailer Page Service rules. In the event of changes to the terms of this Agreement, you will be contacted by Email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in the JOOR Service following JOOR’s posting of a change notice or new agreement on JOOR’s Web Site will constitute binding acceptance of the change.

  1. Agreement.

    1. Retailer Page Service.

      This Agreement provides the terms and conditions under which JOOR provides its service that will allow you to market your Retailer fashion reseller (your “Retailer”) and purchase Products from Brands (together, the “Retailer Page Service”).

    2. Terms of Service.

      If you become a Retailer, you will continue to be bound by all of the terms and conditions of the , and by your agreement to the terms hereof, this Agreement shall be deemed to be part of such Terms of Service. For clarity, the Retailer Page Service is deemed part of the “JOOR Service,” all initially-capitalized terms not defined in this Agreement are as defined in the Terms of Service, and any disputes relating to your use of the Retailer Page Service will be subject to confidential binding arbitration in accordance with Section 12 of the Terms of Service. If the terms of this Agreement conflict with the Terms of Service, this Agreement will govern and be given precedence.

  2. Becoming a Retailer.

    1. Opening an Account.

      Only Retailers have the right to use the Retailer Page Service. To become a Retailer, you must open a Retailer Page account (an “Account”) with JOOR through either accepting an invitation from another user or completing JOOR’s online registration process.

    2. Contact Information.

      You must provide JOOR with accurate and complete contact and payment information when you open an Account. You must immediately notify JOOR if any of this information changes. If you do not provide JOOR with complete, accurate, and updated contact information, you may not be eligible to sell Products.

    3. Account Security.

      You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any unauthorized third party. You must notify JOOR immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify JOOR immediately if you become aware of any other breach or attempted breach of the security of your Account or the JOOR Service.

  3. Your Obligations.

    1. General.

      You must use the Retailer Page Service in a manner that demonstrates common sense and respect for the rights of JOOR and third parties.

    2. Retailer Page Content.

      If you open a Retailer Page, you will be solely and exclusively responsible for ensuring that the Retailer Page, any Content or materials that you submit to JOOR for use with your Products, and any web sites linked to your Retailer Page comply with the terms and conditions of this Agreement and all applicable laws, regulations and rules.

    3. Prohibited Content.

      You may not use the JOOR Service to display any Content that is generally offensive or inappropriate for use with the Retailer Page Service, as determined by JOOR in its sole and absolute discretion. For example, but without limitation, you may not display Content that JOOR believes: (i) infringes the rights of a third party, including, without limitation, copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity; (ii) is libelous, defamatory or slanderous; (iii) is obscene or pornographic; (iv) is designed to or does harass, threaten, or abuse others; or (v) violates any applicable law, rule, or regulation, including, without limitation, by exploiting images or the likeness of minors. While JOOR has no obligation to monitor the transactions or communications made through its Web Site, it reserves the right to cancel any such transaction or take any other action to restrict access to or the availability of any material that may be considered to be objectionable, without any liability to you or any third party.

  4. Licensing Your Content to JOOR.

    In uploading any of your Content to the Web Site, in addition to any licenses you grant JOOR pursuant to the Terms of Service, you grant to JOOR a royalty-free, worldwide, transferable, nonexclusive, right and license in such Content, in all media existing now or created in the future, to do what it deems reasonable: (i) to permit you to use the Retailer Page Service to market your Retailer and purchase Products from Brands and (ii) to promote, market and advertise your Retailer or the JOOR Service generally. Without limitation, this promotion, marketing, or advertising may consist of display of your Content, whether through promotional “streams” of any audio or video Content on the Web Site or any other method. This Section 4 only gives JOOR the right to use your Content for the purposes stated above, and does not give JOOR ownership of any of your Content. Within 30 days following termination of your Account, JOOR will terminate its use of your Content.

  5. Retailer Page Creation.

    1. Delivery of Content.

      You will upload to the Web Site all Content that you want to use with the Retailer Page Service in accordance with the applicable instructions on the Web Site. You must also upload all other Content required to describe your Retailer, such as its physical location and the other items it carries. Any such Content should include complete and accurate credits. JOOR may, in its sole and exclusive discretion, determine whether any Content complies with such instructions and is satisfactory for use with the Retailer Page Service.

    2. Approvals and Consents.

      You must have all necessary approvals and consents to use all Content and you must deliver copies of those approvals and consents to JOOR if JOOR requests them.

    3. Costs of Creation.

      YYou will be solely responsible for the creation of the electronic and digital Content that you upload to JOOR, and will pay all costs associated with its creation and copies thereof, including, without limitation: (i) any compensation owed to third parties; (ii) payments required by any agreement between you and any labor organization (such as unions or guilds); (iii) all studio, tape, editing, mixing, re-mixing, mastering and engineering costs; and (iv) all costs of travel, per diems, facilities and equipment, and the like. 5.4 Royalties. You must pay all royalties or similar payments that are or may become due to any third party, such as all payments under licenses for third-party material in your Content. For example, you must pay all photographic copyright royalties due to the owners of any photographic materials used in your Content.

    4. Unions and Guilds.

      You acknowledge that JOOR is not currently a party to any collective bargaining agreement with any union or guild and you are solely responsible for complying with any applicable union or guild rules, including without limitation, those relating to payments.

    5. Order Processing and Reporting.

      JOOR will facilitate the placement of purchase orders placed by you to make purchases from Brand Pages. JOOR reserves the right to reject orders that do not comply with any such requirements as JOOR periodically may establish. Once the purchase order is processed, you will be responsible for all aspects of paying for and receiving the order. Among other things, you will be solely responsible for arranging the delivery, cancellation or return of any orders. JOOR will monitor the status of purchase orders made through the JOOR Service. The form, content, and frequency of any reports prepared by JOOR may vary from time to time at JOOR’s discretion.

  6. Marketing and Advertising Your Retailer.

    1. JOOR Marketing of Your Retailer.

      JOOR reserves the right, but has no obligation, to promote your Retailer by, for example, featuring it in JOOR newsletters or on the Web Site, referring users to your Retailer Page, or describing your Retailer in communications with third-parties.

    2. No Spam.

      You may not use “spam,” “blast-faxes” or recorded telephone messages to market your Retailer. You may not spam or attempt to deliberately subvert the results of the JOOR directory or search engine with false, misleading, or unnecessarily repetitive information.

    3. Links.

      JOOR, in its sole discretion, may prohibit you from “linking” your Retailer Page to any web sites that contain content that, if used on the Web Site, would violate any of JOOR’s agreements or policies.

    4. Customer Information.

      JOOR may, from time to time, provide you with information relating to Brands from which you purchase Products using your Retailer Page. You may only use or disclose this information to a third party for your internal record keeping, pay for the Products that you purchase and for marketing your Retailer. You may not disclose any of this information to a third party or use it for any other purposes. Any failure on your part to comply with the JOOR Privacy Policy may result, at JOOR’s sole discretion, in the termination of this Agreement.

  7. Indemnification.

    As you are bound by the Terms of Service in using the Retailer Page Service, you must indemnify, defend and hold JOOR harmless for any claim arising out of, relating to, or connected with your alleged breach of the Terms of Service in using the Retailer Page Service in accordance with Section 9 of the Terms of Service. You must also indemnify, defend, and hold JOOR harmless based on any Claim alleging facts that, if true, would constitute a breach of this Agreement.

  8. Termination.

    1. Termination for Breach.

      JOOR will notify you should you breach this Agreement, the Privacy Policy, or any other term of the Terms of Service. If you fail to correct any such breach within 30 days of such notice, JOOR may, in its sole discretion, terminate this Agreement, and you will forfeit any subscription fees paid regardless of any remaining portion of the Term.

    2. JOOR Discretionary Termination.

      In its sole discretion, with or without notice to you, JOOR may: (i) suspend or terminate your use of the Retailer Page Service, (ii) terminate your Account, (iii) remove any of your Retailer Pages from JOOR’s servers and directories and (iv) prohibit you from opening any new Retailer Pages. If JOOR terminates your use of the Retailer Page Service in the absence of any breach on your part, JOOR will reimburse your subscription fee prorated for any remaining portion of the Term.

    3. Retailer Page Termination.

      You may terminate your Account for any reason at any time by completing the online termination form.

    4. Effect of Termination.

      If you or JOOR suspend or terminate your Account, JOOR may: (i) delete any Content or other materials relating to your use of the Retailer Page Service, and JOOR will have no liability to you or any third party for doing so and (ii) not allow you to access your Retailer Page or create, manufacture, market, or sell Products. If you or JOOR terminate your Account, you must immediately remove all links to the Web Site from any web sites you operate and cease representing yourself as a Retailer.

    5. Survival.

      The following Sections will survive termination of your Account: 1, 5.2 through 5.5, 6.4, 7, 8.4, and 8.5.