26th March 2013

The3dfinder.com Agreement

 

The version of this Agreement in English is the definitive legal version.

 

The3dfinder Services Europe Business Solutions Agreement

 

General Terms

This AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND is AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT (“YOU”) and The3dFinder. By registering FOR OR using the Services, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, INCLUDING THE SERVICE TERMS AND PROGRAMME POLICIES FOR EACH SERVICE YOU REGISTER FOR OR USE IN CONNECTION WITH THE3DFINDER. 

As used in this Agreement, “we,” “us,” and “The3dFinder” means The3dFinder Ltd company named in the applicable Service Terms. Capitalized terms have the meanings listed in the Definitions below.  If there is any conflict between these General Terms and the applicable Service Terms, the Service Terms will govern.

1. Enrolment

To begin the enrolment process, you must complete the registration process for one or more of the Services. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law.  As part of the application, you must provide us with your (or your business’) legal name, address, phone number and e-mail address.  We may at any time cease providing any or all of the Services at our sole discretion and without notice.

2. Service Fee Payments

Fee details are described fully in the applicable Service Terms.  You are responsible for all of your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise. When you register for or use a Service in connection with, you must provide us with valid PayPal information You will use only a name you are authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete.  You authorize us to verify your information (including any updated information), to obtain credit reports about you from time to time, and to charge Your PayPal Account for any sums payable by you to us (in reimbursement or otherwise).  At The3DFinder option, all payments to you will be made to Your PayPal Account.  In addition to charging payable sums to Your PayPal account, we may instead choose to either (a) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you, or (b) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt.  Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.  If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from you by deducting from future payments owed to you, charging Your PayPal account, or seeking such reimbursement from you by any other lawful means; provided that the foregoing will not limit your rights to pursue any good faith dispute with The3Dfinder concerning whether any amounts are payable or due.

If we reasonably conclude based on information available to us that your actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims in connection with theThe3Dfinder Site, then we may, in our sole discretion, delay initiating any payments to be made or that are otherwise due to you under this Agreement in connection with The3dFinder Site for the shorter of: (a) a period of ninety (90) calendar days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement.  You agree that we are entitled to the interest, if any, paid on balances in all our bank accounts, even though some of that interest may be attributable to the time taken for the exercise of the rights, and the performance of the obligations, under this Agreement.

3. Term and Termination

The term of this Agreement will start on the date of your completed registration for one or more of the Services and continue until terminated by us or you as provided below (the “Term”).  We may terminate or suspend this Agreement or any Service immediately by notice to you for any reason at any time.  You may terminate this Agreement or any Service for any reason at any time by the means then specified by The3Dfinder therefor.  Termination or suspension of a Service will not terminate or suspend any other Service.  Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 2, 3, 4, 5, 6, 7, 8, 9, 11, 14, 15, 16 and 18 will survive termination.  Any terms that expressly survive according to the applicable Service Terms will also survive termination. 

4. Licence

You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and licence during the Term and for as long thereafter as you are permitted to grant the said licence under applicable Law to use, reproduce, perform, display (public communication), distribute, adapt, modify, re-format, create and exploit derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials, and to sublicense the foregoing rights to our affiliates and operators of The3dFinder Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Trademarks (provided you are unable to do so using the standard functionality made available to you via the applicable The3dfinder Site or Services); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a licence from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid licence from a third party).

5. Representations

You represent and warrant to us that:  (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the territory in which your business is registered; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licences and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

6. Indemnification

You release us and agree to indemnify, defend and hold harmless us (and our officers, directors, employees, and agents) against any claim, loss, damage, settlement, cost, expense or other liability (including, without limitation, attorneys' fees) (each, a “Claim”) arising from or related to: (a) your actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by you, Your Products (including the offer, sale, fulfilment (except with respect to those of Your Products that are fulfilled using the Fulfilment by The3dfinder Service, if any), refund, adjustment, or return thereof), Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Your Taxes.  You will use counsel reasonably satisfactory to us to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defence at our expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, which may not be unreasonably withheld.

7. Disclaimer

a. THE3DFINDER SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED “AS-IS.”  AS A USER OF THE SERVICES, YOU USE THE3DFINDER SITE, THE SERVICES AND ANY ONLINE PORTAL OR TOOL PROVIDED BY THE3DFINDER TO HELP YOU PARTICIPATE IN THE SERVICES AT YOUR OWN RISK.  WE AND OUR AFFILIATES WAIVE AND DISCLAIM: (1) ANY REPRESENTATIONS, WARRANTIES, DECLARATIONS OR GUARANTEES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES, DECLARATIONS OR GUARANTEES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; (2) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND (3) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.  WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE THE3DFINDER SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS. SOME JURISDICTIONS’ LAWS DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, IN WHICH CASE THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU, AND WE AND OUR AFFILIATES DISCLAIM TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT OR QUIET ENJOYMENT.

b. BECAUSE THE3DFINDER IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE THE3DFINDER (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

8. Limitation of Liability

WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT, DELICT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, ANY TYPE OF CIVIL RESPONSIBILITY OR OTHER THEORY) OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF THE3DFINDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.  FURTHER, EXCEPT IN CASE OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY YOU TO THE3DFINDER IN CONNECTION WITH THE PARTICULAR SERVICE AND THE PARTICULAR THE3DFINDER SITE GIVING RISE TO THE CLAIM.

9. Insurance

If the Sales Proceeds from Your Transactions through either the3dfinder site in connection with the3dfinder Site exceed the Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) calendar days thereafter, you will maintain at your expense throughout the remainder of the Term public third party liability insurance in connection with the3dfinder Site with at least the Insurance Limits per occurrence/aggregate covering liabilities caused by or occurring in conjunction with the operation of your business in connection with such the3dfinder Site, including products liability and bodily injury, naming the3dfinder and its assignees as additional insureds.  At our request, you will provide to us certificates of insurance for the coverage to the following address: The3dfinder, Studio 3, 179 Whiteladies Road. Bristol. BS8 2AG.

10. Tax Matters

As between the parties, you will be responsible for the collection and payment of any and all of Your Taxes together with the filing of all relevant returns, such as VAT, VIES and Intrastat returns and issuing VAT invoices/credit memos where required. The3dfinder is not responsible for collecting, remitting or reporting any VAT or other taxes arising from such sale.  Unless stated otherwise, any and all fees payable by you pursuant to this Agreement are exclusive of all value added, sales, use and similar taxes, and you will pay any taxes that are imposed and payable on such amounts.  If we are required by law or by administration thereof to collect any value added, sales, use or similar taxes from you, you will pay such taxes to us.

11. Confidentiality

During the course of your use of the Services, you may receive information relating to us or to the Services that is not known to the general public (“Confidential Information”).  You agree that: (a) all Confidential Information will remain the3dfinder’s exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services and ensure that persons who have access to Confidential Information will be made aware of and will comply with the obligations in this provision; and (c) you will not otherwise disclose Confidential Information to any individual, company, or other third party.  You may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12.      Force Majeure.

We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.

13. Relationship of Parties

You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The3dfinder is not an auctioneer, neither is it an intermediary between the buyer and the seller. You will have no authority to make or accept any offers or representations on our behalf.  You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.  This Agreement will not create an exclusive relationship between you and us.

14. Use of The3dfinder Transaction Information.

You will not, and will cause your affiliates not to, directly or indirectly:  (a) disclose or convey any the3dfinder Transaction Information (except you may disclose this information as necessary for you to perform your obligations under this Agreement and provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information); (b) use any the3dfinder Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or your privacy policies or applicable Law; (c) contact a Person that has ordered Your Product that has not yet been delivered with the intent to collect any amounts in connection therewith, to influence such Person to make an alternative purchase, or to harass such Person; (d) disparage us, our affiliates, or any of their or our respective products or services or any customer; or (e) target communications of any kind on the basis of the intended recipient being an the3dfinder Site user. The terms of this Section 14 do not prevent you from using other information that you acquire without reference to the3dfinder Transaction Information for any purpose, even if such information is identical to the3dfinder Transaction Information, provided that you do not target communications on the basis of the intended recipient being an the3dfinder Site user.

15. Suggestions and Other Information

If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to the3dfinder or Services (including any related Technology), we will be free to use, disclose, reproduce, modify, licence, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.  In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.

16. Modification

We may amend any of the terms and conditions contained in this Agreement (including the Service Terms and Programme Policies) at any time and solely at our discretion.  Any changes will be effective upon the posting of such changes on Seller Central or on the applicable the3dfinder Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices.  All notice of changes to the Agreement will be posted for at least 30 calendar days.  Changes to Programme Policies may be made without notice to you.  You should refer regularly to Your Account or Seller Central respectively to understand the current Agreement and Programme Policies and to be sure that the items you offer for sale can be sold via the Service in connection with the3dfinder Site.  YOUR CONTINUED USE OF A SERVICE AFTER THE3DFINDER'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST NOT CONTINUE TO USE THE SERVICE.

17. Password Security. 

You are solely responsible for maintaining the security of your password.  You may not disclose your password to any third party (other than third parties authorized by you to use Your Account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password.  If your password is compromised, you must immediately change your password.

18. Miscellaneous

This Agreement will be governed by the laws of the Grand Duchy of Luxembourg, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods.  Each party hereby irrevocably consents to the non-exclusive jurisdiction and venue of the courts of Luxembourg City regarding any dispute with the3dfinder relating in any way to this Agreement or your use of the Services. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent.  Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns.  We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our affiliates. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently.

The3dfinder retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Programme Policies.

The authentic language of this Agreement and subsidiary or associated documentation shall be English and any translations provided are for convenience only. In the event of any conflict or difference in interpretation between the English language version of this Agreement and subsidiary or associated documentation and any translation of them, the English language version and interpretation shall prevail.  You agree we may communicate with you in English during the term of this Agreement.

We will send all notices and other communications regarding this Agreement to you at the e-mail addresses you designated for notifications and updates in your programme application or within Your Account, or by any other means then specified by the3dfinder.  You may change your e-mail addresses via Your Account.  You will update your e-mail addresses (as well as your legal name, address and phone number) as often as necessary to ensure that they are accurate.  You must send all notices and other communication relating to the3dfinder to us by using the applicable Contact Us information.

This Agreement incorporates and you hereby accept the applicable Service Terms and the applicable Programme Policies, which the3dfinder may modify from time to time.  In the event of any conflicts between the Programme Policies and this Agreement, the Programme Policies will prevail.  This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter described herein and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

As used in this Agreement, the following terms have the following meanings:

the3dfinder Associated Properties” means any website or other online point of presence, other than an the3dfinder Site, through which the3dfinder Site, any webshop site, and/or products or services available on any of them, are syndicated, offered, merchandised, advertised or described. 

 “the3dfinder Transaction Information” means, collectively, Order Information, and any other data or information acquired by you or your affiliates from the3dfinder or its affiliates, or otherwise as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder.

“BMVD Product” means any book, magazine or other publication, sound recording, video recording, and/or other media product in any format, including any subscription therefor.

“Content” means copyrightable works under applicable Law and content protected by database rights.

 “Excluded Products” means, as applicable, the products or items set forth in Your Account in the excluded products list for the The3dfinder Site; the excluded products list for the  The3dfinder Site; the excluded products list for the IT The3dfinder Site; the excluded products list for the The3dfinder Site; and the excluded products list for the UK The3dfinder Site (please contact the3dfinder for this information)


“Insurance Limits” means the following:

  • Four Hundred Thousand British Pounds (£400,000)

“Insurance Threshold” means the following:

  • Four Thousand British Pounds (£4,000).

“Intellectual Property Right” means any patent, copyright, Trademark, moral right, trade secret right or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing.

 “Law” means any law, ordinance, rule, regulation, order, licence, permit, judgment, decision or other requirement, now or hereafter in effect, of any governmental authority of competent jurisdiction.

 “Order Information” means, with respect to any of Your Products sold through the3dfinder Site, the order information and shipping information that we provide or make available to you.

“Person” means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division or other cognizable entity, whether or not having distinct legal existence.

Programme Policies” means all terms, conditions, policies, guidelines, rules and other information on the3dfinder Site or in My Account, including those shown on the “Policies and Agreements” section of the3dfinder  site for such the3dfinder Site or elsewhere in the “Help” section of the3dfinder site or Your Account respectively

“Purchase Price” means the total gross amount payable or paid by a buyer for Your Product (including taxes and customs duties).

“Sales Proceeds” means the gross sales proceeds paid by buyers via the3dfinder Site in the course of any of Your Transactions, including the Purchase Price, all shipping and handling, gift wrap and other charges, any taxes and customs duties.

 “Service” means each of the following services that the3dfinder makes available on the3dfinder Site

“Service Terms” means the service terms specific to each Service set forth herein and made a part of this Agreement upon the date you elect to register for the applicable Service in connection with the3dfinder Site.

“Technology” means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles and discoveries protected or protectable under the Laws of any jurisdiction; (b)  interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology or other functional item.

“Trademark” means any trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, other proprietary logo or insignia or other source or business identifier, protected or protectable under any Laws.

 “Webshop Service” has the meaning described in the Webshop Service Terms.

“Webshop Site” has the meaning described in the Webshop Service Terms.

“Your Account” means the particular account in our systems, in which information about Your Transactions is recorded, and which is one of the online portals and tools which the3dfinder may make available to you, for your use in managing your orders, inventory and presence on the the3dfinder Site.

“Your Materials” means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items provided or made available by you or your affiliates to the3dfinder or its affiliates.

“Your Product” means any product that is made available for listing for sale, offered for sale or sold by you through the Webshop Service or the Selling on the3dfinder Service and/or fulfilled or otherwise processed through the Fulfilment by the3dfinder Service.

“Your Sales Channels” means any website operated by or on behalf of you (including a Webshop Site) that is primarily branded the same as any ‘storefront’ on the3dfinder Site or your Webshop Site featuring Your Products and any successor or replacement of any of the foregoing.

“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through or in connection with the Services, or otherwise in connection with any action, inaction or omission of you or your affiliates or your or their respective employees, agents, contractors or representatives.  Also, as it is used in the Fulfilment by the3dfinder Service Terms, this defined term also means any of the types of taxes mentioned above that are imposed on or collectible by the3dfinder or any of its affiliates in connection with or as a result of (a) the storage of inventory, packaging, Your Products and other materials owned by you and stored by the3dfinder; or (b) the fulfilment, shipping, gift wrapping or other actions by the3dfinder to Your Products pursuant to the Fulfilment by the3dfinder Service Terms.

“Your Trademarks” means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials.

“Your Transaction” means any sale of Your Product(s) through the3dfinder Site or any Webshop Site.

 

Selling on the3dfinder Service Terms

The Selling on the3dfinder Service (“Selling on the3dfinder”) is a Service that allows you to list products for sale directly via the the3dfinder Site.  Selling on the3dfinder is operated by the3dfinder ltd. 

These Selling on the3dfinder Service Terms concern and apply only to your participation in Selling on the3dfinder.  BY REGISTERING FOR OR USING SELLING ON THE3DFINDER, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THESE SELLING ON THE3DFINDER SERVICE TERMS.  Unless defined in these Selling on the3dfinder Service Terms all capitalized terms have the meanings given them in the Business Solutions Agreement. 

S-1.     Your Product Listings and Orders

S-1.1   Products and Product Information.  You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Required Product Information for each product that you make available to be listed for sale through the3dfinder Site and promptly update such information as necessary to ensure it at all times remains accurate and complete.  You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on the3dfinder Site comply with all applicable Laws (including all marking and labelling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Programme Policies), defamatory or obscene materials.  You may not provide any information for, or otherwise seek to list for sale on the the3dfinder Site, any Excluded Products; or provide any URL Marks for use, or request that any URL Marks be used, on the3dfinder Site. For each item you list on the3dfinder Site, you will provide to us the state or country from which the item ships.
S-1.2   Product Listing; Merchandising; Order Processing.   The3dfinder reserves its right to restrict at any time in its sole discretion the access to list in any or all categories the3dfinder Site.  We may use mechanisms that rate, or allow shoppers to rate, Your Products and/or your performance as a seller on the3dfinder Site and the3dfinder  may make these ratings and feedback publicly available. We will provide Order Information to you for each of Your Transactions. Sales Proceeds will be paid to you only in accordance with Section S-6. 

S-1.3  Shipping and Handling Charges.For Seller-Fulfilled Products, you will determine shipping and handling charges via and subject to our standard functionality and categorizations for the3dfinder Site and further subject to any shipping and handling charge Programme Policies for the3dfinder Site, except that, with respect to products offered by sellers on the Individual selling plan and BMVD Products offered by any seller (to the extent we make available functionality to list such products on the3dfinder Site), we will determine the shipping and handling charges (and in either case you will accept the charges as payment in full for your shipping and handling of such products in connection with the3dfinder Site).  For the3dfinder -Fulfilled Products, the3dfinder will determine what the shipping fees will be and will display and collect them accordingly in accordance with the Fulfilment by the3dfinder Service Terms.

S-2.     Sale and Fulfilment, Refunds and Returns 

S-2.1   Sale and Fulfilment.  Other than as described in the Fulfilment by The3dfinder Service Terms (if applicable to you), for the3dfinder Site for which you register or use the Selling on the3dfinder Service, you will: (a) source, sell, fulfil, ship and deliver your Seller-Fulfilled Products, and source and sell your the3dfinder -Fulfilled Products, in each case in accordance with the terms of the applicable Order Information, these Service Terms and the Agreement, and all terms provided by you and displayed on the the3dfinder Site at the time of the order and be solely responsible for and bear all risk for such activities; (b) package each of Your Products in a commercially reasonable manner and ship each of Your Products on or before its Estimated Ship Date; (c) retrieve Order Information at least once each business day; (d) not cancel any of Your Transactions except as may be permitted pursuant to your terms and conditions appearing on the3dfinder Site at the time of the applicable order (which terms and conditions will be in accordance with this Agreement) or as may be required under this Agreement; (e) ship Your Products throughout the the3dfinder Site (except to the extent prohibited by Law or this Agreement); (f) provide to the3dfinder information regarding shipment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) notwithstanding any other provision of these Service Terms, ensure that you are the seller of all products made available for listing for sale hereunder; (i) include an order-specific packing slip within each shipment of Your Products; (j) identify yourself as the seller of the product on all packing slips or other information included with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or shipments of Your Products (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of Your Products in a format and manner reasonably acceptable to us).  For the3dfinder -Fulfilled Products, if any, the Fulfilment by the3dfinder Service Terms will apply to the storage, fulfilment and delivery of such the3dfinder -Fulfilled Products. 

S-3.     Problems with Your Products 

S-3.1   Delivery Errors and Nonconformities; Recalls.  You are responsible for:  any non-delivery, misdelivery, theft or other mistake or act in connection with the fulfilment and delivery of Your Products.  You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products.  You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.   

S-4.     Parity with Your Sales Channels

Subject to this Section S-4, you are free to determine which of Your Products you wish to list for sale on the3dfinder Site.  You will maintain parity between the products you offer through Your Sales Channels and the products you list on the the3dfinder Site by ensuring that at the applicable Selling on the3dfinder Launch Date and thereafter:  (a) the Purchase Price and every other term of offer and/or sale of Your Product (including associated shipping and handling charges, Shipment Information, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies listed on such the3dfinder Site) is at least as favourable to users of such the3dfinder Site as the most favourable terms upon which a product is offered and/or sold via Your Sales Channels (excluding consideration of Excluded Offers); (b) customer service for Your Products listed on such the3dfinder Site is at least as responsive and available and offers at least the same level of support as the most favourable customer services offered in connection with any of Your Sales Channels (provided that any such customer service will at all times be conducted in a timely, professional and courteous manner) (this requirement does not apply to customer service for payment-related issues on Your Transactions, which we will provide); and (c) the Content, product information and other information under Section S-1.1 regarding Your Products listed on such the3dfinder Site that you provide to us is of at least the same level of quality as the highest quality information displayed or used in Your Sales Channels.  If you become aware of any non-compliance with (a) above, you will promptly compensate adversely affected customers by making appropriate refunds to them in accordance with Section S-2.2

S-6      Sales Proceeds & Refunds.  

S-6.2.  In the event that we elect not to recover from you a buyer’s chargeback, failed payment, or other payment reversal (a "Payment Failure"), we will assume the debt associated with the Payment Failure and you irrevocably assign to us all your rights, title and interest in and associated with that debt.

S-7. Control of Site.

Notwithstanding any provision of this Agreement, we will have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of the the3dfinder and the Selling on the3dfinder (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to any of the The3dfinder Sites and the Selling on The3dfinder Service and any element, aspect, portion or feature thereof (including any listings), from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or require you not to list any or all products on the3dfinder Site in our sole discretion.

S-8.     Effect of Termination

Upon termination of these Selling on the3dfinder Service Terms in connection with the3dfinder Site, all rights and obligations of the Parties under these Service Terms with regard to the3dfinder Site will be extinguished, except that the rights and obligations of the Parties with respect to Your Transactions occurring during the Term will survive the termination or expiration of the Term.

S-9.     Tax Matters

In addition to the General Terms, you agree that, unless otherwise agreed by the3dfinder in advance in writing, the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that you may be required to remit in connection with such sale.

Without prejudice to the generality of the foregoing:

(a) If you are a business that is established in a European Union country and you provide us with your valid VAT registration number, VAT will not be charged by The3dfinder on the fees under these Service Terms provided you are not established in Luxembourg, and did not supply a VAT registration number issued by the Luxembourg authorities. You hereby give the following warranties and representations, namely: (i) that the VAT registration number you submit to The3dfinder belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number you submit to The3dfinder; and (iii) that the VAT registration number and all other information provided by you is true, accurate and current, and you will immediately update any such information held by the3dfinder in case of any changes.

(b) If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will be able to provide the3dfinder with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business. Once your evidence is reviewed and accepted by the3dfinder, VAT will not be charged by the3dfinder on the fees hereunder provided you are not established in Luxembourg. You hereby give the following warranties and representations, namely: (i) that the evidence you submit to the3dfinder belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the evidence you submit to the3dfinder; and (iii) that the evidence and all other information provided by you is true, accurate and current and you will immediately update any such information held by v in case of any changes.

(c) the3dfinder reserves the right to request additional information and to confirm the validity of any seller account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.

(d) We reserve the right to charge you any applicable unbilled VAT if you provide a VAT registration number or evidence of being in business that is determined to be invalid.

(e) If you are a business that is established in a European Union country and you provide us with a valid VAT registration number that was issued to you by a European Union country or provide evidence of being in business, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

(f) If you are a business that is established in Switzerland or Liechtenstein and provide us with a VAT registration number, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

Selling on The3dfinder Definitions

 “Estimated Ship Date” means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product on the3dfinder Site; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that the3dfinder designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer.

 “Required Product Information” means, with respect to each of Your Products in connection with the3dfinder Site, the following (except to the extent expressly not required under the applicable Programme Policies):  (a) description; (b) information regarding in-stock status and availability, shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by the3dfinder  from time to time); (c) categorization within each the3dfinder product category and browse structure as prescribed by the3dfinder from time to time; (d) digitized image that accurately depicts only Your Product and does not include any additional logos, text or other markings (and that complies with any the3dfinder published image guidelines); (e) Purchase Price; (f) shipping and handling charge (in accordance with our standard functionality therefor); (g) any text, disclaimers, warnings, notices, labels or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) SKU and EAN/UPC numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalogue; and (o) any other information reasonably requested by us (e.g., the condition of used or refurbished products). 

 “Seller-Fulfilled Products” means any of Your Products that are not fulfilled using the Fulfilment by The3dfinder Service.

“Selling on the3dfinder Launch Date” means the date on which we first list one of Your Products for sale on the3dfinder Site.

“Shipment Information” means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.

“Street Date” means the date(s), if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers.

“URL Marks” means any Trademark, or any other logo, name, phrase, identifier or character string, that contains or incorporates any top level domain (e.g., .com, co.uk, .de, .es, .edu, .fr, .jp) or any variation thereof (e.g., dot com, dotcom, net, or com).

“Your Transaction” is defined in the Business Solutions Agreement; however, as used in these Service Terms, it shall mean any and all such transactions through Selling on the3dfinder only.

 

Webshop Service Terms

The3dfinder Webshop service (the "Webshop Service") provides access to and use of an e-commerce website through which you can offer and sell Your Products (a "Webshop Site").  The Webshop Service is operated by The3dfinder and is currently available in connection with the UK The3dfinder Site only.

The Webshop Service Term is part of the The3dfinder Business Solutions Agreement ("Business Solutions Agreement"), and, unless specifically provided otherwise, concern and apply only to your participation in the Webshop Service. BY REGISTERING FOR OR USING THE WEBSHOP SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE WEBSHOP SERVICE TERMS. Unless defined in these Webshop Service Terms (including the Webshop Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement. The terms of the Webshop Payments User Agreement ("Payments Agreement") between you and The3dfinder Payments shall govern payment processing in connection with Your Transactions through or from any Webshop Site (the "Webshop Payment Service"), and you will be subject to the terms of the Payments Agreement notwithstanding anything to the contrary in the Business Solutions Agreement. Until you have agreed to the terms of the Payments Agreement, Sections W-1, W-2, W-3.2, W-3.3, W-3.4, W-6.3.1, and W-8 below will not apply.

 W-1  Listing and Promotion.
Each sale of Your Products through your Webshop Site is a sale by you. You will determine what is for sale on your Webshop Site, but you may not list any product on the Webshop Site that is prohibited under the The3dfinder Payments Acceptable Use Policy (you must contact the3dfinder for a copy of these). You will ensure that you list all of Your Products in accordance with the applicable Programme Policies.

W-2  Information.
You will, in accordance with applicable Programme Policies, provide in the format we require accurate and complete Webshop Required Product Information and all other information requested by us to operate your Webshop Site. You will update such information as necessary to ensure it at all times remains accurate and complete. If you provide us with any images of Your Product, you will, unless we otherwise agree, first remove any logos, text or other marking included on the image except for any logos, text or other marking that actually appears on the product. You will either: (a) upload to us the "shipping confirmation files" as required by us, including all shipment notification, shipping status and order tracking information requested by us from time to time, and any other information as requested by us relating to Your Product shipment status; provided, that if you are using Fulfilment by The3dfinder to fulfil any of your customer orders, the terms set forth in the Fulfilment by The3dfinder Service Terms will apply with respect to such orders; We may provide this shipment and other order related information to users of the Webshop Site. We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We retain the right to use mechanisms that rate, or allow users to rate, your performance as a seller, and to post such ratings and feedback on the Webshop Site and/or relevant The3dfinder Site or otherwise make it publicly available. Any use on your Webshop Site of content displayed on or links to the UK The3dfinder Site will be subject to the terms of the The3dfinder Associates Operating Agreement (you must contact the3dfinder for these).

W-3  Your Product Transactions.

W-3.1  General; Sale and Fulfilment. You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these Webshop Service Terms and applicable Programme Policies. Notwithstanding anything in this Section W-3.1, for those of Your Products that are fulfilled using Fulfilment by The3dfinder (if any), the Fulfilment by The3dfinder Service Terms will apply to storage, Fulfilment and delivery of Your Products. You will not send customers emails confirming orders of Your Products. All sales of Your Products on or through the Webshop Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the Webshop Site.

W-3.2  Order and Transaction Processing. We are neither the buyer nor the seller of the items you offer for sale and are not a party to the sales contract. We are not obliged to mediate between you and your customers or enforce or execute the performance of any contract. You are the seller of record for all of Your Transactions. Payments for Your Transactions (including any refunds and adjustments) may only be made through the Webshop Payment Service, as described in the Payments Agreement. Your customer's obligation to pay you for an item is satisfied when the customer properly pays for that item via the Webshop Payment Service.  We may in our sole discretion suspend the Webshop Service for investigation and/or to refuse to process any order involving any products or services sold on or through the Webshop Site.  We may also restrict destinations to which you may ship Your Products sold on or through the Webshop Site.

W-3.3  Delivery Errors and Nonconformities; Product Recalls. You are responsible for any non-delivery, misdelivery, theft or other mistake or act in connection with the Fulfilment and delivery of Your Products, except to the extent caused by your failure to make available to you Order Information as it was received by us or resulting from address verification. Notwithstanding the previous sentence, for those of Your Products that are fulfilled using Fulfilment by The3dfinder (if any), the Fulfilment by The3dfinder Service Terms will apply to non-delivery, misdelivery, theft or other mistake or act in connection with the Fulfilment and delivery of those of Your Products. You are also responsible for any non-conformity or defect in, or any public or private recall of, any of Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls of Your Products.

W-3.6  A-to-z Guarantee. If we inform you that we have received a claim under the "A-to-z Guarantee"(or substantially consistent offer), or other dispute concerning one of Your Transactions, you will deliver to us within seven calendar days: (a) proof of delivery of the applicable Your Product(s); (b) the applicable The3dfinder order identification number; and (c) a description of the applicable Product(s). If you fail to comply with the prior sentence, or if the claim or dispute is not caused by (i) credit card fraud for which The3dfinder Payments is responsible under section 3.1 of the Payments Agreement, or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse The3dfinder the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes) and all associated credit card association, bank or other payment processing, re-presentment and/or penalty fees associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our affiliates. We may require that you establish a separate reserve (a "Reserve") to secure the performance of your obligations under this Agreement. Without limiting the foregoing, we may require a Reserve if you have a high rate of refunds, or other indicia of performance problems related to your use of the Webshop Service. The Reserve will be in an amount as determined by us.

W-4  Customer Service.

W-4.1  General. The provisions in this Section W-4 apply only in connection with sales of Your Products through the Webshop Site that are not fulfilled using Fulfilment by The3dfinder. For customer service obligations pertaining to sales of Your Products using Selling on The3dfinder or sales of Your Products fulfilled using Fulfilment by The3dfinder, the Service Terms applicable to those Services will apply. You will refer customer issues to us according to the responsibilities below, in a timely, professional and courteous manner and at the applicable “contact us” form, email address and/or phone number provided for such purpose by us. You will not establish direct phone or email transfer functionality of customer service contacts to us, forward customer emails to us, or disclose our customer service contact information unless in response to a customer contact concerning a customer service issue for which we are responsible under these Webshop Service Terms.

W-4.2  Our Customer Service Responsibilities. As between you and us, we will be solely responsible for all customer service issues related to each customer's use of his or her UK The3dfinder Site customer account in connection with Your Transactions and the "A-to-z Guarantee".

W-4.3  Your Customer Service Responsibilities. Unless provided otherwise elsewhere in these Webshop Service Terms you will be solely responsible for all customer service issues relating to Your Products (including pricing, rebates, item information, availability, technical support, functionality and warranty), Your Product order Fulfilment and shipping and handling, Your Product order cancellation by you or any customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.

W-5 Customer Accounts.
We our affiliates and and you will co-own all the Customer Account Information and Webshop Transaction Information. Neither you nor we will need to pay any royalties or account to the other in connection with your or our use of any Customer Account Information or Webshop Transaction Information. You and your affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the Webshop Site regarding use of this transaction and customer data.  Notwithstanding the terms of any non-disclosure or confidentiality agreement we may have with you, Customer Account Information and Webshop Transaction Information are not your confidential information. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of the Webshop Service or the back up of any of your files or data.

W-6  Pricing.

W-6.1  Your Product Pricing and Terms of Sale Generally. You are free to determine the price for each of Your Products listed for sale on your Webshop Site.

W-6.2  Shipping & Handling Charges. You will determine shipping and handling charges for Your Products sold on or through the Webshop Site, but will comply with any shipping and handling charge Programme Policies. If Your Product is fulfilled using Fulfilment by The3dfinder, this section will not apply and the Fulfilment by The3dfinder Service Terms will apply.

W-6.3  Compensation.

W-6.3.1  Fees; Sales Proceeds. You hereby irrevocably authorise The3dfinder Payments to debit your Webshop Payments Account, as defined in the Payments Agreement, and pay us: (a) applicable Webshop Referral Fees; and (b) the applicable non-refundable Webshop Subscription Fee(s) in advance for each month of the term of this Agreement.  "Webshop Subscription Fee" means the applicable fee(s) specified on the Webshop Fee Schedule at the time such fee is payable.  With respect to each of Your Transactions: (x) "Sales Proceeds" has the meaning set out in the Business Solutions Agreement; and (y) "Webshop Referral Fee" means the applicable percentage of Sales Proceeds from Your Transaction through the Webshop Site specified on the Webshop Fee Schedule at the time of Your Transaction.  Except as provided otherwise, all monetary amounts contemplated in these Webshop Service Terms will be expressed and provided in the Local Currency and all payments contemplated by this Agreement will be made in the Local Currency.

W-7  Provision and Use of the Webshop Service.

W-7.1  Control of the Webshop Service. We reserve the right to determine and control all aspects (including all functionality) of the Webshop Service and the The3dfinder Materials as well as the right to re-design, modify and remove any or all aspects of them.

W-7.2 Licence to the Webshop Service and The3dfinder Materials.  Subject to this Agreement (including but not limited to Section W-7.3 (Licence Restrictions)), we grant you a limited, revocable, non-sublicenseable, non-assignable, non-exclusive and royalty-free licence to: (a) access and use the Webshop Service and the The3dfinder Materials in the manner permitted by this Agreement; (b) install, copy, and use any The3dfinder Materials we may provide, solely in connection with your access to and use and operation of your Webshop Site; and (c) enable the access to and use of your Webshop Site by customers.

W-7.3 Licence Restrictions.  You may not, and may not authorize any other party to do the following to or with the Webshop Service , the Webshop Site or the The3dfinder Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the licence applicable to such Public Software, that the Webshop Service or any The3dfinder Materials be disclosed, licensed, distributed, or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Webshop Service, the Webshop Site and the The3dfinder Materials.

W-7.4 Ownership; Reservation of Rights. You acknowledge and agree that we (or our licensors, as applicable) own all right, title and interest in and to the Webshop Service, the The3dfinder Materials, and The3dfinder Trademarks, and, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Webshop Service, the The3dfinder Materials, any The3dfinder Trademarks, or any other intellectual property or technology that we provide or use in connection with the Webshop Service.  All licences not expressly granted in these Webshop Service Terms are reserved and no other licences, immunity or rights, express or implied are granted by us, by implication, estoppel, or otherwise. 

W-7.5  URLs.

W-7.5.1  General.  Except as provided in Section W-7.5.2. you will be responsible for securing all rights to the URL(s) for your Webshop Site, including maintaining the registration for the URLs with your domain name registrars. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide the Webshop Service to you. You represent and warrant that any URL used in connection with the Webshop Site does not violate any intellectual property rights or any other proprietary rights of any person. Except in connection with the URL provided by us as described in Section W-7.5.2, you will not include "the3dfinder", or any other The3dfinder Trademark or any variation or misspelling similar thereto in any URL(s) used in connection with the Webshop Site, or otherwise. 

W-7.5.2  The3dfinder Provided URL.  We may provide you with a URL to use in connection with your Webshop Site.  If you choose to use it you will comply with our requirements for its administration.

W-7.6  Messaging. We will have the right to determine the use of any The3dfinder Trademarks and any messaging or notice on the Webshop Site, for example, how our "A-to-z Guarantee" is described. The Webshop Site will also display privacy and customer account use and creation messaging, which will include any terms we may require.  At a minimum, you will: (a) include your full legal name and contact information on your Webshop Site; (b) ensure that your privacy policy discloses that you use third party service providers to provide your Webshop Site and that your third party service providers will have access to customer information.  Should we allow or require you to include any The3dfinder Trademarks or messaging, you will do so strictly in accordance with instructions we provide to you.

W-8  Termination and Effect of Termination.
Your and our termination rights are set forth in Section 3 of the General Terms of the Business Solutions Agreement. In addition the Webshop Service and these terms will be deemed immediately terminated if the Payments Agreement is terminated for any reason. Upon any termination of the term of the Business Solutions Agreement or these Webshop Service Terms, all rights and obligations of the parties under these Webshop Service Terms will terminate, except that: the rights and obligations of the parties under Sections W-2, W-3, W-4, W-5, W-6 and W-8 with respect to Your Transactions occurring prior to termination will survive such termination.

W-9  Miscellaneous.

W-9.1  Your Representations; Compliance with Laws. In addition to your representation and warranties in Section 5 of the Business Solutions Agreement, you hereby represent and warrant to us that: (a) all of Your Products and their packaging comply and will comply with all applicable marking and labelling requirements required by law; (b) none of Your Products are or will be produced or manufactured, in whole or in part, by child labour or by convict or forced labour; (c) you and all of your subcontractors, agents and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws of the county in which your business is registered, its territories and all other countries where Your Products are produced or delivered, regarding the operation of their facilities and their business and labour practices, including without limitation working conditions, wages, hours and minimum ages of workers; (d) you will not, unless we otherwise agree, redirect any customers or prospective customers from the Webshop Site into any other sales channel, and will not use the Webshop Service for any purpose other than the offering or sale of Your Products as contemplated hereunder; (e) Your Materials, Your Products and your offer and subsequent sale of any of the same complies with all applicable Laws (including all marking and labelling requirements) and do not contain any defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Programme Policies); (f) you will ensure that Your Transactions are made at no less than fair value under the applicable antidumping laws  and will otherwise comply with the applicable antidumping laws which includes the antidumping laws of all other countries where Your Products are produced, delivered, or intended to be sold; and (g) in connection with the Webshop Service or your Webshop Site, you will not separately ask for or require any customers or prospective customers to provide any credit card, debit card, bank account, or other information related to a payment method.

W-10. Tax Matters
In addition to the General Terms, you agree that, unless otherwise agreed by us in advance in writing, the price stated by you for Your Products is inclusive of any VAT, customs duty, excise tax or other tax that you may be required to remit in connection with such sale.

Without prejudice to the generality of the foregoing:
(a) If you are a business that is established in a European Union country and you provide us with your valid VAT registration number, VAT will not be charged by us on the fees under these Service Terms, provided you are not established in Luxembourg, and did not supply a VAT registration number issued by the Luxembourg authorities. You hereby give the following warranties and representations, namely: (i) that the VAT registration number you submit to us belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number you submit to us; and (iii) that the VAT registration number and all other information provided by you is true, accurate and current and you will immediately update any such information held by us in case of any changes.
(b) If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will be able to provide us with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business. Once your evidence is reviewed and accepted by us, VAT will not be charged by us on the fees hereunder provided you are not established in Luxembourg. You hereby give the following warranties and representations, namely: (i) that the evidence you submit to us belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the evidence you submit to us; (iii) that the evidence and all other information provided by you is true, accurate and current and you will immediately update any such information held by us in case of any changes;
(c) We reserve the right to request additional information and to confirm the validity of any seller account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.
(d) We reserve the right to charge you any applicable unbilled VAT if you provide a VAT registration number or evidence of being in business that is determined to be invalid.
(e) If you are a business that is established in a European Union country and you provide us with a valid VAT registration number that was issued to you by a European Union country or provide evidence of being in business, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.
(f) If you are a business that is established in Switzerland or Liechtenstein and you provide us with a VAT registration number you agree to accept electronic invoices in a format and method of delivery as determined by us.

Webshop Definitions

"The3dfinder Functionality" means all techniques, know-how, features and functionality specific to development of a website presence to display products loaded into the The3dfinder platform, including the following features and functions: search, browse, product detail display, shopping cart and transaction processing, order/account lookup, and storefront administration & merchandising.

"The3dfinder Materials" means: (a) the The3dfinder Functionality (including, without limitation, all techniques, know-how, algorithms, materials, specifications and source code related thereto); and (b) all Webshop Service-related product information, APIs, and any distinctive trade dress and trade styles (including, without limitation, colour schemes), proprietary fonts, and the design, formatting, organization and structure of screens and other elements included within the Webshop Site.

"The3dfinder Product" means any products that are sold and fulfilled by The3dfinder (or one of its affiliates) on its own behalf.

"The3dfinder Transaction" means the sale of any The3dfinder Product through the Webshop Site for which The3dfinder (or its affiliate) receives The3dfinder Transaction Revenues.

"The3dfinder Transaction Revenues" means: (a) the aggregate revenues (excluding taxes, bad debt, gift-wrapping charges, shipping and handling charges, services charges and transactions processing costs) derived by The3dfinder and its affiliates from sales of The3dfinder Products through the Webshop Site as provided herein; less (b) any revenues attributable to returned The3dfinder Products, if such revenues previously were included in "The3dfinder Transaction Revenues".

"Customer Account Information" means the following non-transaction-specific information you receive from The3dfinder prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the Webshop Site: customer name, physical address, email address, and phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any Webshop Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the Webshop Site (e.g., personalization settings); or (e) user clickstream information.

"Public Software" means any software, documentation or other material that contains, or is derived (in whole or in part) from, any software, documentation or other material that is distributed as free software, open source software (e.g., Linux) or similar licensing or distribution models, including, but not limited to software, documentation or other material licensed or distributed under any of the following licences or distribution models, or licences or distribution models similar to any of the following:  (a) the GNU General Public License (GPL); Lesser/Library GPL (LGPL), or Free Documentation License; (b) The Artistic License (e.g., PERL); (c) the Mozilla Public License; (d) the Netscape Public License; (e) the Sun Community Source License (SCSL); (f) the Sun Industry Standards License (SISL); (g) the BSD License; and (h) the Apache License.

"Purchase Agreement" means the terms and conditions presented to a customer that govern purchases from your Webshop Site as part of the Webshop Service.  The terms of this Agreement will control in the event of a conflict or inconsistency between the terms of this Agreement and the Purchase Agreement.

"Payments Agreement" means the terms and conditions between you and The3dfinder Payments Europe S.C.A, governing your use of the payment processing and related services provided in connection with the Webshop service offered by The3dfinder.

"Webshop Launch Date" means the date on which any of Your Products are first listed for sale on the Webshop Site.

"Webshop Required Product Information" means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the EAN/UPC code (unless we otherwise agree) and SKU number for Your Product and such other identifying information related thereto as we may reasonably request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each The3dfinder browse structure applicable thereto we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product) that complies with any The3dfinder published image guidelines; (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as The3dfinder may reasonably request) for accessories related to Your Product that are available in The3dfinder's catalogue; (o) the state or country from which Your Product ships; and (p) any other information we reasonably request (e.g., the condition of used or refurbished products).

"Webshop Transaction Information" means the following information you receive from The3dfinder associated with any orders of Your Products through your Webshop Site: total transaction amount; order ID#; order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, Webshop Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user click-stream information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.

Product Ads Service Terms

The3dfinder Product Ads (“Product Ads”) is a Service that allows you to advertise on The3dfinder Network Properties the products you sell on your website. Product Ads is operated by The3dfinder.

These Product Ads Service Terms are part of the The3dfinder Services Business Solutions Agreement (“Business Solutions Agreement”), but, unless specifically provided otherwise, concern and apply only to your participation in Product Ads. BY REGISTERING FOR OR USING PRODUCT ADS, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE BUSINESS SOLUTIONS AGREEMENT AND THESE PRODUCT ADS SERVICE TERMS. Unless defined in these Product Ads Service Terms (including the Product Ads Definitions), all capitalized terms have the meanings given them in the Business Solutions Agreement.

P-1. Product Ads

Your Product Ads may be displayed on any The3dfinder Network Properties as we determine. We do not guarantee that Your Product Ads will be placed on or made available through any The3dfinder Network Property, nor do we guarantee Your Product Ads will appear in any particular position or rank. Notwithstanding any provision of this Agreement, we have the right in our sole discretion to determine the content, appearance, design, functionality and all other aspects of Product Ads (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of, and prevent or restrict access to, Product Ads and any element, aspect, portion or feature thereof), and to remove any of Your Product Ads without notice. As between you and us, you will be responsible for all obligations, risks and other aspects pertaining to the sale of any products referred to in Your Product Ads, including order processing, order fulfilment, returns, refunds, recalls, misdelivery, theft, customer service, and collection of transaction taxes. In addition, you are solely responsible for (including as to all obligations, risks, liabilities and other aspects related to): all ad content, URLs and any other information you submit to us in connection with Product Ads, and the websites and/or other properties to which Your Product Ads direct users.

We may use mechanisms that rate, or allow users to rate, your products and/or your performance, and we may make these ratings and feedback publicly available. We may use automated software and other methods to cache, crawl, spider, analyze and examine websites and other properties related to Product Ads to improve our service and ad quality.

P-2. Product Information

You will, in accordance with applicable Program Policies, provide, in the format we require, accurate and complete information for each of Your Product Ads. You will update such information as necessary to ensure it at all times remains accurate and complete. You will not provide any information for, or otherwise seek to advertise for sale on any The3dfinder Network Property, any products that are prohibited by our Program Policies. You grant us a royalty-free, non-exclusive, worldwide, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Materials you submit in connection with Product Ads, and to sublicense the foregoing rights.

P-3. Product Ads Requirements

Using the highest industry standards, you will treat users and customers who reach your website via any of Your Product Ads with courtesy and respect during all stages of the buying process and resolve to our satisfaction in a timely and professional manner any related customer service matters we or these users or customers bring to your attention. You will ensure that Your Materials and your advertisement, offer and subsequent sale of any products through Product Ads comply with all applicable Laws and Program Policies, including the Content Guidelines and Product Restrictions. You will not, directly or indirectly, engage in any fraudulent, impermissible, inappropriate or unlawful activities in connection with your participation in Product Ads, including: (a) sending multiple listings of identical products in the same feed or sending multiple feeds under different accounts; (b) generating fraudulent, repetitive or otherwise invalid clicks, impressions, queries or other interactions, whether through the use of automated applications or otherwise; (c) collecting any user information from any The3dfinder Network Property or retrieving, extracting, indexing or caching any portion of any The3dfinder website or services or the websites or services of our Affiliates, whether through the use of automated applications or otherwise; (d) targeting communications of any kind on the basis of the intended recipient being a user of any The3dfinder Network Property; (e) interfering with the proper working of any The3dfinder Network Property, Product Ads or our systems; or (f) attempting to bypass any mechanism we use to detect or prevent such activities.

P-4. Payment And Tax Matters

You will pay us the applicable fee per Click. The per Click fee will be determined solely by The3dfinder based on the amount you bid for Your Product Ad, consistent with any applicable product category minimums and the Program Policies. You agree to pay us the applicable fees we calculate for your use of the Product Ads Service in the applicable Local Currency only. You authorise us to charge Your Credit Card automatically: (a) in accordance with the payment ladder described in the Program Policies; and (b) on a recurring monthly basis for any remaining unpaid fees accrued after the last ladder payment charged in such month. If we choose to invoice you for amounts due to us under this Agreement, you will pay the invoiced amounts within 30 days of the date of the applicable invoice. We may require payment of interest at the rate of 1.5% per month or the highest legally permissible rate, whichever is lower, on all amounts not paid when due until such amounts are paid in full. You will reimburse us for all fees incurred in connection with our collection of amounts payable and past due. You waive all claims related to the fees we charge (including fees based on suspected invalid Clicks on or invalid impressions of Your Product Ads), unless claimed within 60 days after the date charged. You understand third parties may generate impressions or Clicks on Your Product Ads for improper purposes and you accept this risk. Your sole and exclusive remedy for any suspected invalid impressions or Clicks is to request advertising credits within the timeframe set out above.

Without prejudice to the generality of the foregoing:

(a) If you are a business that is established in a European Union country and you provide us with your valid VAT registration number, VAT will not be charged by The3dfinder on the fees under these Service Terms provided you are not established in Luxembourg, and did not supply a VAT registration number issued by the Luxembourg authorities. You hereby give the following warranties and representations, namely: (i) that the VAT registration number you submit to The3dfinder belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the VAT registration number you submit to The3dfinder; and (iii) that the VAT registration number and all other information provided by you is true, accurate and current, and you will immediately update any such information held by The3dfinder in case of any changes.

(b) If you are in business and established in a European Union country, but you do not have a VAT registration number issued by one of the European Union countries, then you will be able to provide The3dfinder with other evidence that you are in business. Acceptable evidence is a copy of a recent corporate tax return or an official document issued by a government agency proving that you are in business. Once your evidence is reviewed and accepted by The3dfinder, VAT will not be charged by The3dfinder on the fees hereunder provided you are not established in Luxembourg. You hereby give the following warranties and representations, namely: (i) that the evidence you submit to The3dfinder belongs to the business you operate, and that business is established in one of the European Union countries; (ii) that all transactions regarding the services will be business-related transactions made by the business associated with the evidence you submit to The3dfinder; and (iii) that the evidence and all other information provided by you is true, accurate and current and you will immediately update any such information held by The3dfinder in case of any changes.

(c) The3dfinder reserves the right to request additional information and to confirm the validity of any seller account information (including without limitation your VAT registration number) from you or government authorities and agencies as permitted by law and you hereby irrevocably authorise us to request and obtain such information from such government authorities and agencies. Further, you agree to provide any such information to us upon request.

(d) We reserve the right to charge you any applicable unbilled VAT if you provide a VAT registration number or evidence of being in business that is determined to be invalid.

(e) If you are a business that is established in a European Union country and you provide us with a valid VAT registration number that was issued to you by a European Union country or provide evidence of being in business, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

(f) If you are a business that is established in Switzerland or Liechtenstein and provide us with a VAT registration number, you agree to accept electronic VAT invoices in a format and method of delivery as determined by us.

P-5. Effect of Termination

Your termination rights are set out in Section 3 of the Business Solutions Agreement. Upon termination of these Product Ads Service Terms, all rights and obligations of the parties under these Product Ads Service Terms will terminate, except that Sections P-1, P-2, P-4, P-5, P-6 and P-7 will survive termination.

P-6. Agents

If you are an Agent: (a) you represent and warrant that you have been appointed as an agent of Product Ads Participant, that you are duly authorized to execute this Agreement on behalf of Product Ads Participant and have full power and authority to bind Product Ads Participant to these Product Ads Service Terms, and that the Business Solutions Agreement and these Product Ads Service Terms will be enforceable against Product Ads Participant in accordance with their terms; (b) you will, upon our request, provide us written confirmation of the agency relationship between you and Product Ads Participant, including, for example, Product Ads Participant’s express acknowledgment that you are its Agent and are authorized to act on its behalf in connection with Product Ads; (c) you will not make any representation, warranty, promise or guarantee about Product Ads, us or your relationship with us; (d) you will perform your duties pursuant to the Business Solutions Agreement and these Product Ads Service Terms in a professional manner consistent with any requirements we may establish; (e) you will not at any time use information received in connection with Product Ads to conduct any marketing efforts targeted at our existing advertisers and/or Product Ads Participants; and (f) you and Product Ads Participant will be jointly and severally liable for all payment obligations under these Product Ads Service Terms, and you and Product Ads Participant each waive any rights that might require us to proceed against one or more of you prior to proceeding against the other.

P-7. Miscellaneous

P-7.1 Representations

In addition to your representations and warranties in Section 5 of the Business Solutions Agreement, you represent and warrant to us that: (a) on any website to which Your Product Ads link, you will at all times post and comply with a privacy policy that complies with all applicable Laws; and (b) Your Materials and any information displayed on your website or on any website to which Your Product Ads link comply with all applicable Laws (including all marking and labeling requirements) and do not contain any false, misleading, defamatory, obscene or sexually explicit materials (except to the extent expressly permitted under applicable Program Policies).

P-7.2. Indemnification

In addition to your obligations under Section 6 of the Business Solutions Agreement, you also agree to indemnify, defend and hold harmless us, our affiliates and their and our respective officers, directors, employees, representatives and agents against any Claim arising from or related to: (a) your participation in Product Ads, including the display of any of Your Product Ads, any website, Content, data, materials or other items or information to which Your Product Ads link, and any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing; and (b) if you are an Agent, any breach or alleged breach of your representations and warranties set forth in Section A-6 of these Product Ads Service Terms.

P-7.3. Disclaimers

IN ADDITION TO THE DISCLAIMERS IN SECTION 7 OF THE BUSINESS SOLUTIONS AGREEMENT, WE AND OUR AFFILIATES DISCLAIM AND YOU WAIVE ALL CLAIMS REGARDING ANY GUARANTEES ABOUT TIMING, POSITIONING, ADJACENCY, PERFORMANCE, QUANTITY OR QUALITY OF (AS APPLICABLE): PLACEMENTS, TARGETING, IMPRESSIONS, CLICKS, CLICK RATES, CONVERSION RATES, AUDIENCE SIZE, DEMOGRAPHICS OR ADVERTISING COSTS.

Product Ads Definitions

“Agent” means an advertising agency or other person or entity who represents a Product Ads Participant.

“The3dfinder Network Properties” means: (a) the The3dfinder Site; (b) any website, device, service, feature or other online point of presence operated by The3dfinder or any of our Affiliates; and (c) any The3dfinder Associated Properties.

“Click” means each time a user clicks on any of Your Product Ads as determined solely by The3dfinder.

“Product Ads Participant” means any person or entity enrolled in Product Ads by you if you are the Agent of that person or entity.

“Your Product Ads” means any advertisement for a product based upon Your Materials that is displayed through Product Ads.