Read
this carefully before submitting the application (the
"Application") for participation in the AncientMarket.com Company
Program (the "Program").
This is a
binding agreement (the "Agreement")
between the individual submitting the Application or the entity
on whose behalf the Application is being submitted ("you"
and "your") and Intersafe Technologies
("AncientMarket.com"). By submitting the
Application, you hereby ACCEPT AND AGREE to all of the terms and
conditions set forth in this Agreement.
1. Application
Process. By submitting the
Application you are expressing your desire to participate in the
Program through which you may order the AncientMarket.com products and
services taking advantage of special discounts and offers
that are based on your own relations, history and performance
. In case your business involves
a web site other than AncientMarket.com (as defined in
Section 2), as part of the Application you must
submit the principal address of that web site (the "Business or Website").
In case you do not choose to re-brand and use your own branding for our products
you agree that you will not try to persuade
any business or idividual to purchase our products or services
by providing false information and that your actions will be
generally restricted in the confines of typical information providing,
lawful actions and respectful of all Hellenic Museum convictions.
If you are including Hellenic Museum products in this program
you understand that those are bought from the Officially
selected Licensed Manufacturer of Greek Games and Hellenic Museum
products and these are meant for sale only from the United States
and in to the United States.
You represent and warrant that: (i) the information
submitted in the Application is truthful and accurate; (ii) the
person submitting the Application is at least 18 years old; (iii)
in the event you are an entity, the person submitting the
Application has the full right, power and authority to enter into
this Agreement on behalf of such entity; and (iv) the execution
of this Agreement by such person, and the performance by you of
your obligations and duties hereunder, do not and will not
violate any agreement to which you are a party or by which you
are otherwise bound. You acknowledges that AncientMarket.com makes no
representations, warranties or agreements related to the subject
matter hereof that are not expressly provided for in this
Agreement. AncientMarket.com will allow you participate in the
program immediately upon conclusion of your on-line enrollement,
but will evaluate the Application and reserves the right to
disqualify your enrollment and notify you
of AncientMarket.com's rejection of the Application in a timely
manner. AncientMarket.com may reject the Application if the Business or Website is deemed,
in AncientMarket.com's sole discretion, to be unsuitable for the Program.
Unsuitable web sites and businesses include, but are not limited to, those that:
1.1
Contain sexually explicit or obscene materials, or materials
that are otherwise deemed offensive;
1.2
Advocate discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age.
1.3
Promote or engage in illegal activities;
1.4
Violate intellectual property rights of third parties;
1.5 Contain
or promote deceptive information;
1.6
Promote gambling;
1.7
Violate AncientMarket.com's "Privacy Policy"
of the refered customers
available at http://www.AncientMarket.com.com/privacy.php3, as may be
modified from time to time by AncientMarket.com in its sole discretion.
2. LHellenic Museuming With,
and Use of, AncientMarket.com Resources and Copyrighted material
for Promotions.You may use (to the extent
provided in Article 4 below) the electronic graphic artwork and
corresponding lHellenic Museums to AncientMarket.com products including the special
promotion identifier and all HTML thereto (the "AncientMarket.com
Promos") available at http://www.AncientMarket.com/
as necessary to
participate in the Program.
You may not create multiple accounts.
Without limiting the
foregoing, you shall not promote or otherwise announce the
availability of the AncientMarket.com Promos on your Business or Website anywhere other
than within your Business or Website, including but not limited to using the
AncientMarket.com Promos in e-mail and promoting or otherwise announcing the
availability of the AncientMarket.com Promos on your Business or Website through e-mail.
3. Your Business or Website. You are
solely responsible for, and AncientMarket.com hereby disclaims all liability
for, the development, operation and maintenance of, and all costs
associated with, your Business or Website, any content thereon and any
equipment therefor. You hereby agree that your Business or Website shall not,
in any way, copy or resemble the look and feel of, or create the
impression that it is, part of the AncientMarket.com Service or any of AncientMarket.com's or
its wholesales' or subsidiaries' web sites. You agree that your
Business or Website shall, at all times during the Term of the Agreement,
comply with the policies identified in Section 1.7, and shall not
engage in any of the activities listed in Sections 1.1 through
1.6.
4. Limited
License to Use AncientMarket.com Promos. AncientMarket.com hereby grants
to you a nonexclusive, revocable license to display on your
Business or Website the AncientMarket.com Promos solely as necessary for, and for the
purpose of, promoting the products and/or services associated
with the AncientMarket.com Promos as set forth at the Reporting Page and
identifying you as a participant in the Program. To the extent,
if any, that AncientMarket.com Promos contain AncientMarket.com's trademarks, service marks
or trade names, you shall not use such marks in a manner that
might be deemed to create a unitary composite mark. You agree not
to use the AncientMarket.com Promos in a manner that is, or otherwise include
materials on your Business or Website that are, disparaging of AncientMarket.com. AncientMarket.com
reserves all proprietary rights in and to the AncientMarket.com Promos not
expressly granted herein. You agree this license can be revoked
at any time for any or no reason upon notice by AncientMarket.com to you
(regardless of termination of this Agreement) and you agree upon
receipt of such notice immediately to cease and decist using all AncientMarket.com Promos.
5. Payments and Offers
5.1 Payments
. Payment for wholesale
orders must be prompt or the discount may be waived.
AncientMarket.com.
5.2 Offers and
Discounts for Company Access
. All the offers
and discounts you may be receiving through AncientMarket.com are only
valid for the time they are shown on the Web Site and for the
Business or Web Site (Companyr) that views them. Since those
are automatically updated we must and do reserve
the right to refuse service in case of supply chain problems.
6. Idividual Reporting and Confidentiality. Through the Company Access AncientMarket.com pages
you are provided with content that is unique for your Business or Web site and
reflects your relations, history and performance as a Companyr.
You agree not to share any offer (quantities or prices) information
with anyone that is not an owner or employee of your Business. You agree to pass on
this Confidentiality Ageement to anyone of the above that you divulge this information too.
AncientMarket.com allows you to target specific products or categories of products in order
to maximize your earnings according to your client needs. In its sole discretion it may
disallow you from using such lHellenic Museums.
7. Modification
of This Agreement. AncientMarket.com may modify any
terms and conditions in this Agreement, including any amounts
payable as Fees, Commissions and bonuses under Article 5, at any time in its
sole discretion by posting a notice or a new Agreement on the
Reporting Page, but such new Agreement shall be effective no
sooner than five (5) days after such notice or new Agreement is
posted on the Reporting Page. YOUR SOLE REMEDY AND RECOURSE IN
THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO
TERMINATE THIS AGREEMENT, PROVIDED THAT AncientMarket.com SHALL PAY TO YOU ALL
AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH
SECTION 11.1. Notwithstanding the five (5) day notice period for
termination provided in Article 9, such termination by you in the
event of a modification shall be effective immediately upon
receipt by AncientMarket.com of notice thereof. Your continued participation in
the Program after such five (5) day period has passed shall
constitute acceptance of the modifications.
8. Press
Releases; Publicity. You may not
announce your use of the AncientMarket.com Promos on your Business or Website unless you
explicitly and clearly provide lHellenic Museums and other information in the
same page that allows everyone to signup to our wholesale program or unless you
first receive AncientMarket.com's prior written approval of such announcement.
AncientMarket.com may announce your use of the AncientMarket.com Promos on your Business or Website in
its sole discretion.
9. Term and
Termination. This Agreement
shall be effective on the date AncientMarket.com accepts the Application and
shall continue until either party terminates this Agreement as
set forth herein (the "Term"). Either
party may terminate this Agreement at any time for any or no
reason upon five (5) days notice, (i) in the case of termination
by AncientMarket.com, to you at either, at AncientMarket.com's option, the e-mail address
contained in the Application or by posting such notice on the
Reporting Page, and (ii) in the case of termination by you, to
AncientMarket.com at the following email address: wholesales@AncientMarket.com. Notwithstanding the foregoing, AncientMarket.com may terminate this Agreement immediately in the event you breach this Agreement.
10. Limitation of
Liability; Disclaimer; Indemnification.
10.1
Liability. UNDER NO
CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS
AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED
DAMAGES"); PROVIDED THAT YOU SHALL REMAIN
LIABLE TO AncientMarket.com TO THE EXTENT ANY DISCLAIMED DAMAGES ARE
CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION
PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF
AncientMarket.com IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT
EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE
AMOUNT PAID OR PAYABLE BY AncientMarket.com TO YOU UNDER THIS AGREEMENT.
10.2 No
Additional Warranties. YOUR WEBSITE
(EXCEPT AS PROVIDED IN SECTION 1), ALL OF AncientMarket.com'S AND ITS
AFFILIATE'S WEB SITES, THE AncientMarket.com PROMOS, THE AncientMarket.com SOFTWARE AND
AncientMarket.com SERVICE (COLLECTIVELY, "SUBJECT MATTER")
ARE PROVIDED "AS IS" AND "AS AVAILABLE."
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS
ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE
OF PERFORMANCE.
10.3
Indemnification. You agree to
defend, indemnify and hold harmless AncientMarket.com, its subsidiaries and
wholesales, and their respective officers, directors, agents,
distributors, franchisees and employees against any loss, damage, expense, or
cost, including reasonable attorneys fees (including
allocated costs for in-house legal services) arising out of
any claim, demand, action, suit, investigation, arbitration
or other proceeding by a third party ("Liabilities")
based on (i) your material breach of any covenant, duty,
representation, or warranty of this Agreement, (ii) materials
contained on your Business or Website (including any allegation that such
materials infringe a third party's proprietary rights), (iii) or otherwise related to the Data, and (iv) or otherwise related to your Business or Website and the content thereon.
11.
Miscellaneous.
11.1
Survival. Article 10 and
Section 11.2, 11.4 shall survive the expiration or
termination of this Agreement. Additionally, to the extent
this Agreement is not terminated as a result of fraud
relating to the Program by you or otherwise as a result of
your breach of this Agreement, AncientMarket.com's obligation to pay Fees
and Commissions
and other bonuses under Article 5 shall survive for so long
as is necessary to account for Fees and other bonuses
generated from Qualified Orders properly registered
prior to the date of termination.
11.2
Applicable Law; Jurisdiction. This Agreement
will be interpreted, construed and enforced in all respects
in accordance with the laws of Cyprus
except for its conflicts of law principles. Each party
irrevocably consents to the exclusive jurisdiction of the
courts of Cyprus, in connection with
any action to enforce the provisions of this Agreement, to
recover damages or other relief for breach or default under
this Agreement, or otherwise arising under or by reason of
this Agreement.
11.3
Solicitation of AncientMarket.com Clients. You will not
send unsolicited, commercial e-mail (i.e., "spam")
through or into AncientMarket.com's products or services, absent a Prior
Business Relationship. For purposes of this Agreement, a
"Prior Business Relationship" will
mean that the AncientMarket.com Client to whom commercial e-mail is being
sent has voluntarily either (i) engaged in a transaction with
you other than registering to receive AncientMarket.com Products or Services through
a AncientMarket.com Promo provided on your Business or Website or (ii) provided
information to you through a contest, registration, or other
communication, which included clear notice to the AncientMarket.com Client
that the information provided could result in commercial
e-mail being sent to that AncientMarket.com Client by you or its agents.
Any commercial e-mail or other online communications to AncientMarket.com
Clients that are otherwise permitted hereunder, shall (a)
include a prominent and easy means to "opt-out" of
receiving any future commercial communications from you, and
(b) shall also be subject to AncientMarket.com's then-standard restrictions
on distribution of bulk e-mail (e.g., related to the time and
manner in which such e-mail can be distributed through or
into the AncientMarket.com Replica or service in question).
11.4 Excuse.
Neither party will be liable for, or be considered in breach
of or default under this Agreement on account of, any delay
or failure to perform as required by this Agreement as a
result of any causes or conditions which are beyond such
party's reasonable control and which such party is unable to
overcome by the exercise of reasonable diligence.
11.5 No
Waiver. The failure of
either party to insist upon or enforce strict performance by
the other party of any provision of this Agreement or to
exercise any right under this Agreement will not be construed
as a waiver or relinquishment to any extent of such party's
right to assert or rely upon any such provision or right in
that or any other instance; rather, the same will be and
remain in full force and effect.
11.6
Assignment. You shall not
assign this Agreement or any right, interest or benefit under
this Agreement without the prior written consent of AncientMarket.com.
11.7
Injunctive Relief; Remedies. You acknowledge
a violation of this Agreement could cause irreparable harm to
AncientMarket.com for which monetary damages may be difficult to ascertain
or an inadequate remedy. You therefore agree that AncientMarket.com will
have the right, in addition to its other rights and remedies,
to seek and obtain injunctive relief for any violation of
this Agreement. Except where otherwise specified, the rights
and remedies granted to a party under this Agreement are
cumulative and in addition to, and not in lieu of, any other
rights or remedies which the party may possess at law or in
equity.
11.8
Acknowledgment. You acknowledge
that you have read this Agreement and agreed to all the terms
and conditions. You understand that AncientMarket.com may at any time
(directly or indirectly) solicit customer referrals on terms
that may differ from those contained in this Agreement, and
AncientMarket.com and its wholesales and subsidiaries may operate web sites
that compete with your Business or Website.
12. Other
Definitions.
12.1
"AncientMarket.com Client" means any user of the AncientMarket.com
that is placing an order with AncientMarket.com (a "AncientMarket.com Order").
12.2
"AncientMarket.com " means the AncientMarket.com Products, Services and any other
Replica or service owned, operated, distributed or authorized
to be distributed by or through AncientMarket.com or its wholesales or
subsidiaries worldwide (including, without limitation, the
e-mail contained therein).
12.3
"AncientMarket.com Products and Service" means any Replica
that exists in the AncientMarket.com site and is directly sold
by AncientMarket.com. For example today there 9,953 AncientMarket.com
different products.
12.4 "AncientMarket.com
Software" means the proprietary software used for the AncientMarket.com
site.
You should not apply for an wholesale account if
do not understand or
disagree with any part or statement contained in this Agreement.