FlashStore.com Member Agreement
Effective Date: November, 2008
Welcome to the FlashStore.com Member Agreement ("Agreement"). By becoming a FlashStore.com Member and using the Author Program you expressly agree to be bound by and follow all terms and conditions set forth in this Agreement. If you do not agree to be bound by this Agreement, your sole recourse is not to participate in the Author Program. FlashStore.com is a distributor (and not a publisher) of contents supplied by any third party.
FlashStore.com reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the FlashStore.com Web Site. In the event of substantive changes to the terms of this Agreement, you may be notified by email. If any modification is unacceptable to you, your only recourse is to terminate this Agreement and your participation in the Author Program. Your continued participation in the Author Program following posting of a change notice or new agreement on the FlashStore.com Web Site will constitute binding acceptance of the changes.
1. General Rules.
1.1 The FlashStore.com Terms of Service and the FlashStore.com Privacy Policy are incorporated herein this agreement. As an Author you will continue to be bound by the FlashStore.com Terms of Service and the FlashStore.com Privacy Policy. For purposes of clarity, the Author Program is deemed part of the "FlashStore.com Services," and all initially-capitalized terms not defined in this Agreement shall have the meaning set forth for such term in the Terms of Service and/or the Privacy Policy, and any disputes you may have resulting from your participation in the Author Program will be subject to confidential binding arbitration. In the event of an inconsistency between this Agreement and the FlashStore.com Terms of Service this Agreement shall control.
2. Becoming a FlashStore Author.
2.1 Eligibility. FlashStore.com will only knowingly provide the Author Program to parties that can lawfully enter into and form contracts under applicable law. If you are under the age of 18, but at least 13 years of age, you may participate in the Author Program only under the supervision and consent of a parent or legal guardian who agrees to be bound by this Agreement. The Author Program is not intended for children under the age of 13.
2.2 Opening an Account. To become an Author you must open a Member account through FlashStore registration process, and then, from the Member account, start uploading products by following the Add Component link.
2.3 Contact Information. You must provide FlashStore.com with accurate and complete contact and payment information when you open an Account. You must immediately notify FlashStore.com if any of your contact or payment information changes. If you do not provide FlashStore.com with complete, accurate, and updated contact information, you may not be eligible to receive commissions based on your participation in the Author Program.
2.4 Account Security. You will need to select a password if you open an Account. You will be solely and exclusively responsible for keeping your password confidential and all use of your password and Account, including, without limitation, any use by any third party. You must notify FlashStore.com immediately if you believe your password has been or may be obtained or used by any unauthorized person or entity. In addition, you must notify FlashStore.com immediately if you become aware of any other breach or attempted breach of the security of your Account or the FlashStore.com Service.
3. Your Obligations(“Author”).
3.1 You must use the Author Program in a manner that demonstrates common sense and respect for the rights of FlashStore.com and third parties, you must ensure that any content posted by you is legaly yours, and you have the right to sell it. You must comply with this Author agreement and any other applicable guidelines set forth in the FlashStore.com Terms and Conditions.
4. Customers Purchasing Via the Author Program.
4.1 Order Processing and Reporting. FlashStore.com will process all product orders placed by customers who purchase one (or more) of your products from FlashStore.com Web Site ("Customers"). FlashStore.com reserves the right to reject orders that do not comply with any requirements that FlashStore.com has and may periodically establish. FlashStore.com will be responsible for all aspects of order processing and fulfillment. Among other things, FlashStore.com will prepare order forms, process payments and handle customer service from a payment standpoint. FlashStore.com will track sales made to Customers who purchase products using the FlashStore.com Web Site and will make available to you reports summarizing sales activity. FlashStore.com will use commercially reasonable efforts to present accurate information in the reports, but FlashStore.com cannot guarantee the accuracy of the reports.
4.2 Customers. Customers who buy products through the Author Program will be deemed to be customers of FlashStore.com. Accordingly, all of the FlashStore.com rules, policies, and operating procedures concerning customer orders, customer service and product sales will apply to those Customers. FlashStore.com may change the FlashStore.com policies and operating procedures at any time. Product prices and availability may vary from time to time due to the individual Authors discretion, and due to such price changes FlashStore.com may not be held liable. FlashStore.com will use commercially reasonable efforts to present accurate information, but FlashStore.com cannot guarantee the availability or price of any particular product.
5. Author Commissions and Reporting.
5.1 Author Commissions. FlashStore.com will pay you commissions in accordance with this Agreement ("Commissions"). FlashStore Authors can earn 50% + commissions on qualifying sales originating from the FlashStore.com website as follows:
(a) FlashStore.com will pay you a 50% commission on individual item purchase;
(b) On multiple-items shopping carts (single purchase) FlashStore.com offers substantial volume discounts, but Authors still get 50% of the individual item price (volume discounts are supported by FlashStore).
5.2 Payment of Commissions.
(a) Payment Terms. FlashStore.com will pay you Commissions based on Author express request. If the Commissions payable to the Author are less than $ 100.00, FlashStore.com will hold the Commissions until the total amount due is at least $ 100.00 + transaction fee ($ 0 for check or PayPal check and about for money wire transfer), when authors need to make a drawing request from their FlashStore author administration account, under the payment category, or until this Agreement is terminated.
(b) Payment Methods. To receive payments, Authors can choose from the following transaction methods: PayPal Transfer or MoneyBookers Transfer.
(c) Termination Fees. If you or FlashStore.com terminate your Account, and you have less than $ 200 in accrued but unpaid Commissions then outstanding, FlashStore.com may hold your commissions definitively.
(d) Miscellaneous Deductions. Chargebacks, refunds, or credits from customers will be deducted from the Authors payment. If there are non-sufficient funds in Authors account at the time of deduction for a total of 90 days, the account will be Terminated by FlashStore (Closed) and the remaining balance will be invoiced to the Author.
6. Prohibited Products and Software.
The following types of products and/or software are not allowed on FlashStore.com
(a) A product and/or software that surreptitiously gathers a user's personally identifiable information without the user's explicit consent
(b) Restricts the user's ability to close and pop-ups, pop-unders, or other advertisements that cover otherwise viewable content
(c) Markets to children under the age of 13
(d) Sends unsolicited information or material to another computer
(e) Diverts the user to another site not requested by the user
(f) Initiates or terminates a user's connection to the Internet
(g) Modifies the user's settings with respect to browser home page, Internet connections (including default access provider), bookmarks, or security levels
(h) Keystroke logging
(i) Automatically re-installs or re-activates itself or another application after being uninstalled or removed by the user
(j) Removes or disables security, pop-up-blocking, anti-virus, anti-Adware, or anti-spyware programs on the user's computer
8. Indemnification.
As you are bound by this Agreement in using the Author Program, you must indemnify, defend and hold FlashStore.com harmless for any claim arising out of, relating to, or connected with your alleged breach of this Agreement in using the Author Program. You must also indemnify, defend, and hold FlashStore.com harmless based on any claim alleging facts that, if true, would constitute a breach of this Agreement. You also agree that covered claims under this indemnity obligation shall include, without limitation
(a) any claim that FlashStore.com's use of any images provided via your web site or web space infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party; and/or
(b) any claim related to your web site, including, without limitation, content therein not attributable to FlashStore.com. FlashStore.com may withhold any Commissions that it owes you if you have to indemnify FlashStore.com.
9. Term and Termination.
9.1 Term. The term of this Agreement will begin upon FlashStore.com's acceptance of your Author Program application and will end when terminated by either party.
9.2 FlashStore.com Termination. In its sole discretion, with or without notice to you, FlashStore.com may terminate your participation in the Author Program and terminate your Account. If FlashStore.com determines, in its sole discretion, that you are abusing the system, the FlashStore.com Service and/or the FlashStore.com Author Program, FlashStore.com may (without limiting any other rights or remedies available to it) withdraw your participation and withhold any Commissions payable to you.
9.3 Effect of Termination. You can only earn Commissions during the term of the Agreement, and Commissions earned through the date of termination will remain payable only if the related orders are not canceled or returned. FlashStore.com may withhold your final payment for a reasonable time to ensure that the correct amount is paid. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your web site, all links to the FlashStore.com Web Site, product images from the FlashStore.com database, all FlashStore.com trademarks, trade dress and logos, all Links, and all other materials provided by or on behalf of FlashStore.com to you pursuant hereto or in connection with the Author Program.
10. Limitation of Liability.
IN NO EVENT SHALL FlashStore.com BE LIABLE OR OBLIGATED TO AUTHOR OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF OR AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. THE LIMITATIONS SET FORTH HEREIN SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. AUTHOR SHALL NOT BE LIABLE TO FlashStore.com FOR DAMAGES THAT MAY BE PROHIBITED BY APPLICABLE LAW, INCLUDING PUNITIVE DAMAGES. NOTHING HEREIN SHALL BE TAKEN TO EXCLUDE OR RESTRICT LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE, OR DAMAGES RESULTING FROM GROSS NEGLIGENCE OR WILLFULL MISCONDUCT, IF SO MANDATED BY APPLICABLE LAW.
11. Disclaimer.
THE PRODUCTS ON FLASHSTORE.COM ARE PROVIDED UNDER THIS AGREEMENT "AS IS", AND FlashStore.com DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION, NON INFRINGEMENT, FUNCTIONALITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.
12. Survival.
Upon any termination of this Agreement, the following Sections shall remain in full force and effect: 8 ("Indemnification"), 10 ("Limitation of Liability"), 14 (“Miscellaneous”), and 1 ("General").
13. Governing Law and Venue.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE EUROPEAN LAWS EXCLUDING ITS CONFLICT OF LAW RULES AND MAY NOT SATISFY THE LAWS OF ANY OTHER REGIONS.
Author agrees that any breach of the Author Agreement that will cause substantial irremediable damage to FlashStore.com and, accordingly, will entitle FlashStore.com to seek and obtain, in any court of competent jurisdiction anywhere in the world, any emergency, injunctive or other relief in addition to any other remedies FlashStore.com may have under applicable law.
14. MISCELLANEOUS.
In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. Neither party may assign this Agreement, in whole or in part, without the prior written consent of the other party; provided however that either party may assign this Agreement to a successor in interest in the event of a reorganization, merger, consolidation or sale of all or substantially all of such party's assets or stock. A party's waiver of any breach of this Agreement by the other party shall not constitute a waiver of any subsequent breach of the same or different provisions hereof. All notices to FlashStore.com called for under this Agreement will be in writing and given by personal delivery, certified mail, return receipt requested, or by commercial courier, to the address set forth on the first page of this Agreement, or to such other address or addresses as FlashStore.com may specify in writing to the Author. Notice will be deemed given on actual receipt by FlashStore.com. This Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the parties and may only be modified by an instrument in writing signed by both parties. This Agreement cancels and supersedes any and all prior proposals (oral or written), understandings, representations, conditions, warranties, covenants and other communications between the parties, which relate to the subject matter of this Agreement. |
