|
This agreement, including addendums, (collectively referred to as the "Agreement") is between you ("Dealer") and
("Blinds Commerce," alternately as “BlindsCommerce.com”). Read the following terms and conditions before using any software (the "Software")
accompanied by this Agreement.
BY CLICKING THE "CREAT ACCOUNT" BUTTON ON THE SIGNUP PAGE OR ACCESSING OR USING ANY PART OF THE SOFTWARE, Dealer EXPRESSLY AGREES TO AND CONSENTS TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. If you do not agree to all of the terms of this Agreement, you will not be allowed to access or use any part of the Software.
1. LICENSE AGREEMENT
Blinds Commerce grants to Dealer a non-exclusive license to use the Software, subject to the terms of this Agreement, on a month to month basis from the date of this Agreement. Blinds Commerce
may modify this Agreement at any time without notice and Dealer shall periodically review this Agreement and any other terms and conditions posted at this Web site at a rate not less than once monthly.
Dealer shall not participate in the use of website if Dealer does not fully understand, agree to, become a party to, and abide by, without exception, all rules, regulations and terms and conditions
contained herein and as such rules, regulations and terms and conditions may change from time-to-time. The term of this Agreement will be automatically extended for one month from the date you
receive any Blinds Commerce Software upgrades or subsequent Blinds Commerce Software versions.
2. LICENSE RESTRICTIONS
You may not:
(a) permit other individual(s) to use the Software unless such other individual(s) agree to accept the terms of this Agreement;
(b) modify, translate, reverse engineer, decompile, disassemble or create derivative works based upon the Software;
(c) copy the Software;
(d) rent, lease, transfer, sublicense or otherwise transfer rights to the Software;
(e) remove any proprietary notices or labels on the Software, including the code underlying the Software; or
3. LIMITATIONS ON USE
You agree that you will use the Software in a manner that complies with all applicable laws in the jurisdictions in which you use the Software. Blinds Commerce assumes no responsibility for the actions by you, the Dealer.
Blinds Commerce is not responsible for claims for losses or damages resulting from any use under any condition. Dealers are responsible for verifying the accuracy of all prices and information
contained in software. Dealer is also responsible for maintaining the secrecy and security of their account passwords and other personal security information.
Blinds Commerce is not responsible for the unauthorized use of Dealer's account or any losses that may result, of such unauthorized use.
4. LIMITED WARRANTY
Blinds Commerce does not warrant that your use of the Software will be uninterrupted or that the operation of the Software will be error-free or secure. Blinds Commerce does warrant to Dealer that
the Software will operate for purposes of normal use for a period sixty (60) days from the date of this Agreement. In the event that this warranty is breached, Blinds Commerce’s only
obligation under this Agreement and Dealer's sole remedy is, at Blinds Commerce’s option, to (a) have Blinds Commerce replace your Software with new Software supplied by Blinds Commerce;
or (b) terminate this Agreement.
5. LIMITATION OF LIABILITY
The Software is provided "AS IS." THERE ARE NO WARRANTIES OF ANY KIND AS TO THE SOFTWARE'S IMPLIED MERCHANTABILITY OR TO FITNESS FOR A PARTICULAR PURPOSE, EVEN IF BLINDS COMMERCE HAS
BEEN ADVISED OF THAT PURPOSE. BLINDS COMMERCE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE EVEN
IF BLINDS COMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES POSSIBLE PRICING ERRORS FOR PRODUCTS ON DEALERS WEBSITE.
6. HOLD HARMLESS AND REMEDY
You agree to hold harmless, indemnify and defend Blinds Commerce, its officers, directors, employees and contractors, from and against any losses, damages, fines and expenses (including attorneys'
fees and costs) resulting from your violation of any of the terms of this Agreement. This includes possible pricing errors for products in the SureQuote™ tool or on dealers LocalCommerce™ website.
It is up to each dealer to confirm all pricing manually before placing an order for a customer.
7. YOUR REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant to us as follows:
A. You have read and you understand this Agreement.
B. The execution, delivery and performance by you of this Agreement and the consummation by you of the transactions contemplated hereby will not, with or without the giving of notice, the lapse of
time or both, conflict with or violate:
(i) any provision of law, rule or regulation to which you are subject; (ii) any order, judgment or decree applicable to you or binding upon your assets or properties; or (iii) any agreement or other
instrument applicable to you or binding upon your assets or properties.
8. SEVERABILITY
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability will not invalidate or render unenforceable any
other part of this Agreement, but the Agreement will be construed as not containing the particular provision or provisions held to be invalid or unenforceable.
ADDENDUM
How to become a DEALER.
1. DEALER MEMBERSHIP SUBSCRIPTION AND FEE
| 1 |
BlindsCommerce.com charges a fee to DEALERS for membership. DEALERS receive certain membership benefits such as an e-Commerce website, administration panel with business tools, point-of-sale field estimating tools
for in-home sales calls, newsletters, coupons, special offers, ongoing price and product updates, toll free phone support and live chat customer service. |
| 2 |
YOUR MEMBERSHIP FEES ARE PAYABLE MONTHLY IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON. |
| 3 |
BlindsCommerce.com reserves the right to change the fees or billing methods at any time. Notice of any change will be posted on BlindsCommerce.com at least thirty (30) days in
advance of the change. You are responsible for reviewing the billing requirements of BlindsCommerce.com to obtain timely notice of such changes. Continued use by you of the Service thirty (30)
days after posting of the changes on BlindsCommerce.com constitutes acceptance of such changes. If you decide to cancel your DEALER membership, which you can do at anytime up to five (5) days
before the next billing period without being billed for the next period, BlindsCommerce.com will not refund any fees accrued to your Account before you canceled. BlindsCommerce.com will not
prorate fees for any membership. |
2. TAXES
| 1 |
SALES TAX COLLECTED BY DEALERS ON PRODUCT SALES: DEALERS are responsible for setting up the appropriate tax rate in their administration panel for the tax rate in their
jurisdiction. BlindsCommerce.com will not be held liable for any taxes or penalties relating to DEALER sales.
|
| 2 |
SALES TAX FOR SOFTWARE LICENSE: BlindsCommerce.com is a Florida based company. Dealers located in Florida will be charged 6% state sales tax on all software license fees, as required by law.
|
3. PROMOTIONAL ACTIVITIES
| 1 |
By registering for an account, you agree that the Site may display your company name and links to your site for marketing purposes. DEALER also agrees to allow the
Site to publish, print, broadcast and use, worldwide, in any media at any time, now or hereafter created, your name, company name, picture, voice, likeness, and/or biographical information for
promotional purposes without additional compensation and execute such releases as the company may require for this purpose. |
4. REGISTRATION
| 1 |
Continuing Duty and Affirmation. Each time you use the Site, you represent and warrant to BlindsCommerce.com that:
| • |
the e-mail address submitted by you is owned or controlled by you; and |
| • |
all information you provide is true, accurate, current and complete. All such representations and warranties are relied upon by BlindsCommerce.com. |
|
| 2 |
By applying for registration, you authorize BlindsCommerce.com to make any and all inquiries as BlindsCommerce.com in its sole discretion considers necessary to verify the information
provided by you. BlindsCommerce.com may require you to submit such proof of identity and place of residence as it may require, at any time. BlindsCommerce.com reserves the right to
suspend and/or terminate your registration and/or account where it has grounds to suspect that any of your provided information is untrue, inaccurate, not current or incomplete. You
maintain the responsibility to promptly update the information provided at registration to keep it true, accurate and complete. |
| 3 |
Changes to Your Account.
In the event of changes to any of your personal account details or other financial information relevant to your account, you must inform BlindsCommerce.com immediately by sending an e-mail
to Info@BlindsCommerce.com. |
| 4 |
One Account Only.
You may only register one account for yourself and your company. You hereby acknowledge and agree that you shall not register more than one account.
If it is determined that you have registered more than one account, then you acknowledge and agree that BlindsCommerce.com cancel your account at any time. |
5. BLINDSCOMMERCE.COM BILLING
| 1 |
By completing the registration form, you authorize BlindsCommerce.com to charge applicable recurring fees to your designated credit card.
All members are billed on a calendar-month cycle, which begins upon registration and ends one calendar
month thereafter. The date you are billed is the same date each month. That date was determined by the date the account was first billed. If that day
of the month does not exist in a subsequent month, then the payment will be made on the first day of the following month and will stay permanently on that day. (For example, if a
Dealer created his account on January 31, then his next payment date would be March 1 and then April 1, etc.). |
| 3 |
You are responsible for reviewing the terms and conditions section to obtain timely notice of such changes. Continued use of the Service of thirty (30) days after posting of the changes on
BlindsCommerce.com means that you accept such changes. If you decide that any change is unacceptable, you may cancel your membership. To cancel your membership log in to your
BlindsCommerce.com administration panel and go to the My Account area for cancellation instructions. You can cancel your membership anytime. |
6. ACCOUNT IDENTIFIERS
| 1 |
Secrecy Obligation.
Once you have selected and been allocated a unique username and password ("Identifiers"), it is your responsibility to keep these Identifiers secure and confidential.
Some or all of these Identifiers are required to access certain areas of the Site. In the event that you are concerned that they are no longer secure and confidential, you should
immediately notify BlindsCommerce.com by sending an e-mail to Info@BlindsCommerce.com, whereupon new Identifiers may be selected and allocated and any future transactions under
the previous Identifiers may be voided, at the sole discretion of BlindsCommerce.com. Without limiting the foregoing, any transactions made and accepted on the Site where your
Identifiers have been used (and where you have not previously notified BlindsCommerce.com as provided herein) will be treated as valid. |
| 2 |
No Transfer.
Your account is not transferable. Under no circumstances, shall you allow or permit any other person or third party to use or re-use your account or your Identifiers in such a way that may breach the
intendend use of this Site. Any person found to have violated this section may have their account terminated by BlindsCommerce.com. |
| 3 |
You Are Responsible.
You agree to be solely responsible for all use of the Site through the use of any of your Identifiers and you agree to indemnify and hold harmless BlindsCommerce.com, it's affiliates, managers,
agents and directors, for any and all claims, losses, liability, damages and costs (including attorneys' fees and expenses) arising from such use. |
7. SITE USE
| 1 |
Services May Change or End.
BlindsCommerce.com reserves the right, in its sole discretion, at any time and without notice to you, to add, alter or discontinue services offered on the Site without creating any
obligation to you. |
| 2 |
You Must Obey Guidelines and Rules.
When using the services on the Site, you agree that you are subject to any guidelines or policies which may be posted from time to time. All such
guidelines, policies or rules are hereby incorporated by reference into these terms. You fully accept that all computer instructions and responses sent over the Internet to and from
BlindsCommerce.com and/or through use of software will be binding on you.
|
| 3 |
Telecom and Access Fees.
You are solely responsible for obtaining access to the Site and that access may involve third party fees, including without limitation, Internet service
provider, telephone, cable or airtime fees. You are solely responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, you
must provide and are solely responsible for all equipment necessary to access the Site. |
| 4 |
Behavior & Responsibility
| 1 |
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of any Site or use of any portion of the Site for any commercial purposes. |
| 2 |
You shall not register multiple accounts or use any automated technology, including but not limited to robots, scripts, macros, and/or programs on any
BlindsCommerce.com web site, including but not limited to the Site. You acknowledge and understand that any attempt to participate in any service offered on any BlindsCommerce.com Site by
means of automatic, macro, programmed, or similar methods, or to otherwise commit fraud with regard to any BlindsCommerce.com Site, will result in civil and/or criminal prosecution and
termination of your account. |
| 3 |
You agree that BlindsCommerce.com is not liable for any loss caused by any unauthorized use of your credit card by a third party in connection with any BlindsCommerce.com Site or any third
party site. |
| 4 |
Any attempt to defraud any BlindsCommerce.com site through the use of credit cards or any other form of payment, regardless of the outcome, or any failure by you to honor charges or requests
for payment will result in immediate termination of your account and civil and/or criminal prosecution. |
| 5 |
You agree that BlindsCommerce.com is not, and shall not be, responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of any
BlindsCommerce.com site or your account. |
| 6 |
You, as the holder of your account, are solely responsible for all obligations and are entitled to all benefits there from, and may not allow any other person to access your account, access any
BlindsCommerce.com site or participate in any services using your account information. Your account is not transferable to any other person. By registering and/or
participating in any services offered on the BlindsCommerce.com site, you agree to indemnify, defend, and hold BlindsCommerce.com harmless from or for any claims, liability, damages,
and/or costs (including attorneys' fees) arising from any use of your account by any person. |
| 7 |
You agree to never transmit data, conversation, or any other information that may be (i) be defamatory or offensive, (ii) slanderous, (iii) rude, (iv) infringe the rights of any third
party or (v) deemed generally unacceptable behavior in the sole discretion of BlindsCommerce.com. |
|
| 5 |
Computer Errors.
You acknowledge that full freedom from errors and incompleteness is impossible to achieve with respect to computer software. If you become aware that the software contains any error, or is
incomplete, you shall immediately notify BlindsCommerce.com by e-mail at Info@BlindsCommerce.com. You agree to refrain from taking any advantage whatsoever of that error or incompleteness
and BlindsCommerce.com will not be held liable for such error or incompleteness, as well as all associated costs, damages and expenses in making such
recovery. BlindsCommerce.com will not be liable for any losses that are, in BlindsCommerce.com's sole discretion, the result of a system error or malfunction. |
8. THIRD PARTY WEBSITES
| 1 |
Other Sites Are Not Our Responsibility.
This Site may link you to other websites, which websites may contain information or material that some people may find objectionable. These other websites are not under the direct control of
BlindsCommerce.com and you acknowledge that BlindsCommerce.com is not responsible for the accuracy, copyright and trade mark compliance, legality, decency or any other aspect of the content
of such websites. You further acknowledge and agree that BlindsCommerce.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused
by or in connection with use of or reliance on any such third party content, goods or services available on or through any such website. |
| 2 |
Future Marketing.
You hereby acknowledge and agree that BlindsCommerce.com and/or its affiliates may market products and services to you in the future. |
9. PROPRIETARY RIGHTS
| 1 |
Intellectual Property.
You acknowledge and agree that all content and materials available on this Site are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and
laws. Designated trademarks, service marks and brands are the property of their respective owners. Reproduction, copying, or redistribution for commercial purposes of any materials or design
elements on this Site is strictly prohibited without the express written permission of BlindsCommerce.com. Except as expressly authorized by BlindsCommerce.com, you agree not to sell, license,
rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such materials or content.
Use of the content or materials for any purpose not expressly permitted in these terms is strictly prohibited. |
| 2 |
License.
BlindsCommerce.com grants you a personal, non-transferable and non-exclusive right and license to use any necessary software used in connection with its services on any computer at any given
time, provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, decompile, reverse assemble or otherwise attempt to discover any
source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software. You agree not to modify the software in any manner or form other than allowed
through DEALER admin panel, or to use modified
versions of the software, including, without limitation, for the purpose of obtaining unauthorized access to the Site. You agree not to access the Site by any means other than through the
interface that is provided by BlindsCommerce.com for use in accessing the Site. |
10. NO WARRANTY
| 1 |
YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE ("MATERIALS") ARE PROVIDED "AS
IS" AND "AS AVAILABLE" FOR YOUR USE. THE MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BLINDSCOMMERCE.COM, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE MATERIALS
ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE SITE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS
OR ERRORS WILL BE CORRECTED; OR THAT THE MATERIALS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE ARE DOWNLOADED
AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. |
| 2 |
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BLINDSCOMMERCE.COM OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. |
| 3 |
BLINDSCOMMERCE.COM DOES NOT WARRANT
ANY CLIENT SOFTWARE YOU MAY DOWNLOAD FROM THE SITE OR FROM RELATED SITES. ALL MATERIALS, INFORMATION, CLIENT SOFTWARE, PRODUCTS AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THIS SITE
("CLIENT MATERIALS") ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. THE CLIENT MATERIALS ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, BLINDSCOMMERCE.COM, ITS
SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CLIENT MATERIALS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SITE WILL MEET YOUR REQUIREMENTS; THAT THE CLIENT MATERIALS OR SITE WILL
BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE CLIENT MATERIALS WILL BE CORRECTED; OR THAT THE CLIENT MATERIALS ARE FREE OF VIRUSES
OR OTHER HARMFUL COMPONENTS. ANY CLIENT MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE
TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. |
11. LIMITATION OF LIABILITY
IN NO EVENT SHALL BLINDSCOMMERCE.COM, ITS SUBSIDIARIES, OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SITE, INCLUDING UNAUTHORIZED ACCESS TO OR ALTERATIONS
TO YOUR TRANSMISSIONS OF DATA. UNDER NO CIRCUMSTANCES WILL BLINDSCOMMERCE.COM BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE
OF THE SITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY,
OR ANY OTHER BASIS, EVEN IF BLINDSCOMMERCE.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
12. SOLE REMEDY
IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE SERVICE OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE
BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT.
13. INDEMNITY
You agree to defend, indemnify and hold harmless BlindsCommerce.com and its parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents,
officers and directors, from all liabilities, actions, claims and expenses, including legal fees, asserted by any third party, governmental body or governmental agency, arising out of or relating
to:
(a) this agreement;
(b) your use of the Site, including any data or work transmitted or received by you or any service provider;
(c) your connection to any BlindsCommerce.com site;
(d) your violation of this agreement;
(e) your violation of any rights of a third party or service provider.
Dealers are reminded to print all transaction data, payment methods and these Terms in order to avoid misunderstandings at a later time.
|
