By participating in FindGift.com's merchant program, you are entering into a binding and enforceable legal agreement with FindGift.com as set forth below. You represent and warrant that you are authorized to enter into this agreement. Please read these Terms and Conditions carefully since, by participating in the FindGift.com merchant program, you are signifying your assent to this agreement. As used in this agreement, the terms "Client" and "You" mean you and the company or the entity which you represent.
Registry Online, Inc. COMPANY WEBSITES ("FindGift.com", "FindGift.net") AGREEMENT
BETWEEN Registry Online, Inc. ("FindGift.com") AND MERCHANT USER
Your use of the FindGift.com merchant and marketing services is conditioned on your acceptance without modification of the terms and conditions contained herein. Your access and use of FindGift.com and FindGift.net shall be deemed to indicate your acceptance of all such terms and conditions.
PAYMENT The Client agrees to pay FindGift.com based on the number of click-throughs multiplied by the amount which you have agreed to pay for such click-throughs. The amount of click-throughs are measured by tracking reports prepared by FindGift.com, which are the definitive measure of the amount of click-throughs. A deposit (of at least $100) shall be paid to FindGift.com to initiate services to the Client, and $35 of such deposit is non-refundable. Client agrees to pay all charges to its account in accordance with FindGift.com's terms then in effect at the time a fee is incurred. Client acknowledges that its payment obligation hereunder is based solely on click-throughs and not on Client's ability to convert click-throughs to sales. In the event that Client has elected to pay FindGift.com by credit card, Client agrees that FindGift.com may charge the credit card by the amount specified to serve as an account deposit. Incurred click-through charges will then be deducted from this account deposit. In the event that FindGift.com is unable to charge a Client's credit card or a check issued by the Client is returned, FindGift.com may, in its sole discretion, suspend or terminate the Client's participation in the merchant program.
YOUR REPRESENTATIONS AND WARRANTIES TO US You represent that you are the authorized owner or representative of the website(s) for which links are requested and that such site(s) is not involved in any illegal activity, hate activity (whether racial or otherwise), and does not contain any libelous matter. You will not hold FindGift.com or its affiliates liable or responsible for the activities of visitors who come to your site(s) through a link provided from FindGift.com. You further represent that your site is not unsuitable for the FindGift.com merchant program. Unsuitable sites include those that promote sexually explicit material; promote violence; promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; promote illegal activities; and violate or infringe upon the rights of any third party, including intellectual property rights.
YOUR INDEMNIFICATION OBLIGATIONS Client agrees to indemnify and hold FindGift.com and its affiliates harmless from and against any losses, costs, damages or expense (including reasonable attorneys' fees) resulting from claims or actions arising out of or in connection with Client's website content or Client's breach of any agreement, representation or warranty hereunder, including, without limitation, claims for infringement of copyright or other intellectual property rights and violation of rights of privacy and publicity.
LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER FINDGIFT.COM MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THE SERVICE FOR A PARTICULAR PURPOSE INCLUDING, WITHOUT LIMITATION, THE NUMBER OF CLICK-THROUGHS WHICH WILL BE DELIVERED. FINDGIFT.COM SHALL NOT BE LIABLE FOR THE CONTENTS OF ANY WEB SITES OR PAGES, NOR FOR ANY LOSS, COSTS, DAMAGE OF EXPENSE (INCLUDING REASONABLE ATTORNEY'S FEES) INCURRED BY CLIENT INCLUDING, WITHOUT LIMITATION, FOR ANY TECHNICAL MALFUNCTION, COMPUTER ERROR OR LOSS OF DATA OR OTHER INJURY DAMAGE OR DISRUPTION TO CLIENT. IN NO EVENT SHALL FINDGIFT.COM'S LIABILITY EVER EXCEED THE TOTAL AMOUNT PAID TO FINDGIFT.COM BY CLIENT HEREUNDER. IN NO EVENT SHALL FINDGIFT.COM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EVEN IF SUCH DAMAGES ARE FORESEEABLE AND WHETHER OR NOT FINDGIFT.COM HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. FINDGIFT.COM WILL NOT BE LIABLE FOR, OR CONSIDERED TO BE IN BREACH OF OR IN DEFAULT, ON ACCOUNT OF ANY DELAY OR FAILURE TO PERFORM AS ANTICIPATED BY THE PARTIES, OR IF ITS SITE BECOMES INOPERABLE OR INCAPABLE OF PERFORMING AS INTENDED. FINDGIFT.COM MAKES NO REPRESENTATIONS THAT THE OPERATION OF ITS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
RIGHT TO REJECT All requested product listings, advertisements, URL links, category classifications, target demographic classifications, pictures, and descriptions are subject to FindGift.com's approval. FindGift.com reserves the right to reject, cancel or remove any product listings, advertisements, URL links, category and demographic listing classifications, pictures, and descriptions at any time for any reason whatsoever.
RELEVANCY, CONTENT, WEBSITE FUNCTIONALITY You may only submit listing classifications, product pictures and descriptions to FindGift.com's merchant program that are relevant to your website(s) and that are consistent with our content format. All listing classifications, product pictures and descriptions submitted are subject to relevancy and content review pursuant to the "Rules of Relevancy", the "Rules of Content", and the "Rules of Website Functionality" (see below) by the FindGift.com editorial staff, in accordance with FindGift.com's RIGHT TO REJECT (see above). No refunds will be issued for charges incurred to any account as a result of submitting irrelevant listings to FindGift.com's merchant program or for listings that do not conform to our content rules or for websites that do not support the specified functionality. Excessive violations of relevancy and content regulations may result in termination of your account without refund for any charges already incurred.
"Rules of Relevancy"
Product and store listings must be specific to your site and the content within your site. Product and store listings must be classified within relevant categories and suitable demographics.
"Rules of Content"
Product listings must include a link to the respective product page within your web site. Product names and descriptions must be descriptive and cannot make use of marketing superlatives. Use of ALL CAPS in listings is prohibited unless used in the form of a commonly accepted acronym.
"Rules of Website Functionality"
Participating companies must have an operational website that accepts credit card transactions.
DISPUTES You must submit any claims or disputes you may have with respect to any charge to your account in writing to FindGift.com within 90 days of such charge; subject to challenge.
TERMINATION You may cancel your participation in the FindGift.com merchant program by providing 72 hour written notice to FindGift.com. Following such notice period, you will be entitled to receive a refund for your remaining account balance minus $35 and minus any promotional incentives given; provided that the funds associated with the refund were deposited into your account within the last 365 days. Amounts deposited prior to 365 days from the termination date are not eligible for refund. We may cancel your participation in the merchant program at any time.
MISCELLANEOUS This agreement shall be governed by and construed in accordance with the substantive laws of the State of Georgia and jurisdiction and venue of all matters relating to this agreement shall be vested exclusively in the District of Marietta or the Georgia Supreme Court, and you agree to the jurisdiction of such Courts. No waiver, modification or addition to this agreement shall be valid. This agreement constitutes the entire agreement between the parties relating to the participation in FindGift.com's merchant program. This agreement supersedes all prior and/contemporaneous agreements and Client has relied upon no representations, oral or otherwise, not contained within this agreement. FindGift.com reserves the right to change the terms upon which it offers its merchant program to the public and may change this agreement by posting such changes. Client's continued participation in the merchant program following such changes shall be deemed an assent to such changes.
Version: August 23rd, 2004