Creative Cart Vendor Sales Account
License
Agreement and Terms of Service
THIS AGREEMENT GOVERNS THE USE OF THE SERVICE PROVIDED BY CREATIVE CONNECTIONS, INC. HEREAFTER REFERRED TO AS "CREATIVE CART" AND SETS FORTH THE TERMS OF SERVICES PROVIDED BY CREATIVE CART. BY SUBMITTING AN APPLICATION FOR SERVICE AND CLICKING ON THE "ACCEPT" LINK BELOW, YOU, HEREAFTER ALSO REFERRED TO AS "VENDOR", AGREE TO ALL OF THE TERMS OF THIS AGREEMENT SET FORTH BELOW BETWEEN YOU AND CREATIVE CART. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD CLICK ON THE "DECLINE" LINK AND THE SUBMISSION PROCESS WILL NOT CONTINUE. PLEASE READ THIS AGREEMENT CAREFULLY.
1. You may not:
A. modify, translate, reverse engineer, decompile, disassemble or create derivative works based on the Software or permit others to do so;
B. make any attempts to nullify or circumvent appropriate service charges as set forth in "Payment of Fees," below;
C. transfer ownership of the account to another party without prior written approval from Creative Cart.
2. Title: Creative Cart retains all title, rights (including, without limitation, intellectual property rights) and interest in the Software.
3. Upgrades: Creative Cart may, at any time in its sole discretion, provide you with an upgrade of the Software. However, nothing in this Agreement grants you any right to receive any enhancement, upgrade or update of the Software. Unless Creative Cart indicates otherwise in providing an update of the Software, the terms of this Agreement shall apply to any upgrade, enhancement, or update of the Software.
4. Creative Cart Services: The Creative Cart Internet shopping cart order service (the "Service") is defined as a method of remote hosting of Internet common gateway interface program(s) for the express purpose of providing secure order placement from remote clients (Vendor's customers) to Creative Cart servers via local (Vendor) servers using the Internet, and as a method of secure retrieval of said orders by vendor from Creative Cart servers via the Internet.
5. Terms of Agreement:
A. Creative Cart may modify the terms and conditions of this Agreement as well as discontinue or change the Service in its sole discretion upon notice by Creative Cart published through the Service or sent to you by electronic mail. Your continued use of the Service following such notification shall be deemed as acceptance of such modification.
B. By accepting this Agreement you are accepting responsibility for payment for monthly services as an individual or the legal representative of your company.
C. By accepting this Agreement, you certify that you are at least eighteen (18) years of age.
D. You may only use the Service for lawful purposes, in compliance with all applicable laws, treaties, regulations and ordinances.
E. Creative Cart reserves the right to electronically monitor the Service and to access and disclose any information displayed, stored, distributed or transmitted through the Service as permitted or may be required by any law enforcement agency or pursuant to the request of any government agency. Creative Cart may, in its sole discretion, report actual or perceived violations of law to law enforcement or other appropriate authorities. In addition to all other legal remedies available, Creative Cart may terminate the Service provided to you under this Agreement and/or take any other action Creative Cart may deem necessary.
F. Creative Cart may wish to verify the accuracy of the information you submit in connection with your registration for the Service (including, without limitation, performing cross tabulations with external databases) and you hereby consent to Creative Cart's verification of such information.
G. You are responsible for obtaining, at your own expense:
1. all input/output devices to access the Service (such as modems, terminal equipment, computer equipment, and software);
2. communications services (including, without limitation, long distance or local telephone services );
3. all web based services and content (including, without limitation, Internet access, web hosting services, HTML and/or graphical content).
H. You are responsible for protecting the secrecy of your login identification and password.
I. Creative Cart may terminate your account and access to the Service at any time, without prior notice, if Creative Cart determines that you have failed to comply with any of the terms of this Agreement.
J. Unless specifically requested by you, personally identifying information such as your name, address, telephone number, credit card number, e-mail addresses, and other personal and confidential information will not be disclosed by Creative Cart without your consent, except as may be required by law. Creative Cart will not collect information regarding software programs, utilities or other materials that reside on your computers.
6. Payment of Fees:
A. The Service is billed monthly and computed as outlined in "Creative Cart Pricing Plans";
B. Payments not received within 10 days of posting will be considered delinquent;
C. Creative Cart may modify the Creative Cart Pricing Plans from time to time, at its sole discretion, after 30 day notice by Creative Cart published through the Service or sent to you by electronic mail. Your continued use of the Service following such notification shall be deemed as acceptance of such modification;
D. Creative Cart does not give credits for customer billing problems, customer errors, insufficient funds, improperly built buttons, improperly placed "test" orders, or any reasons for which a transaction with a customer may not be completed in part or in whole, unless such a specific incident itself incures a charge to the vendor exceeding $10.00.
7. Account Standing and Termination:
A. Cancellation of Account: In order to cancel account, vendor must submit a request to Creative Cart via e-mail or U.S. Mail at the address provided below. Vendor must include vendor's Creative Cart assigned vendor identification code. Vendor will be e-mailed for confirmation. Canceled accounts are billed through the end of the month;
B. Deactivation of Account: Delinquent accounts will be deactivated;
C. Reactivation of Account: Delinquent accounts will be reactivated when past and present fees are paid as outlined in "Creative Cart Pricing Plans";
D. Termination of Account: Accounts over 45 days delinquent will be terminated.
8. Limited Warranty: BY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT THE SERVICE IS PROVIDED "AS IS, AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICE OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH THE SERVICE OR THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. CREATIVE CART DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
9. Limitation of Liability. IN NO EVENT SHALL CREATIVE CART BE LIABLE UNDER ANY SECTION OF THIS AGREEMENT OR UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT CREATIVE CART HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. CREATIVE CART SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY AND IN NO EVENT SHALL CREATIVE CART'S LIABILITY TO YOU EXCEED ONE HUNDRED DOLLARS ($100.00). CREATIVE CART'S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY SHALL BE THAT YOU MAY BE EXEMPT FROM CHARGES FOR ANY ORDER TO YOUR COMPANY THROUGH CREATIVE CART SERVICES THAT CREATIVE CART DEEMS TO BE LOST OR IMPROPERLY PROCESSED BY FAULT OF CREATIVE CART SOFTWARE. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. Some jurisdictions do not allow a limitation on liability for negligence that causes death or personal injury and, in such jurisdictions, Creative Cart's liability shall be limited to the greatest extent permitted by law.
10. Indemnification. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD CREATIVE CART AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES AND COSTS WHICH DO NOT DIRECTLY RESULT FROM CREATIVE CART'S NEGLIGENCE, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS, ARISING FROM OR RELATED TO ANY VIOLATION OF THIS AGREEMENT OR ANY ACTIVITY RELATING TO YOUR USE OF THE SERVICES OR USE OF THE SERVICE BY ANY OTHER PERSON ACCESSING THIS SERVICE USING YOUR ACCOUNT.
11. Miscellaneous:
A. This Agreement is the sole agreement between Creative Cart and you respecting the subject matter hereof and fully supersedes any and all other agreements, either oral or in writing. You acknowledge and agree that you have read this Agreement and understand its terms.
B. You may not assign this Agreement to anyone else.
C. This Agreement will be governed by and construed in accordance with the laws of the State of Georgia, excluding its conflict of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. The exclusive personal jurisdiction of and venue for all disputes arising out of this Agreement shall be the state and federal courts located in Atlanta, Georgia, USA and you consent to such jurisdiction and waive all objections to such jurisdiction and venue.
D. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to effect the original intentions of the parties, and the remainder of this Agreement shall remain in full force and effect.
E. You may contact Creative Cart at the following address: Creative Connections, Inc., 3407 Hwy 120, Duluth, GA. 30096, fax number: 770-476-7028 or you may send e-mail to creative-cart@creativecart.com.
F. Any failure of Creative Cart to enforce any provision of this Agreement shall not constitute a waiver of any rights under such provision or any other provision under this Agreement.
G. Creative Cart shall not be liable for nonperformance or delay in performance caused by any event beyond its control including, but not limited to wars, hostilities, revolutions, riots, civil commotion, national emergency, strikes, lock-outs, unavailability of supplies, epidemics, fire, flood, earthquake, force of nature, explosion, embargo, or any other Act of God, any law, proclamation, regulation, ordinance, or other act or order of any court, government or governmental agency or delays, unavailability, errors or other failures of the Internet or other data networks.
