CCNow Client Agreement
Revised and Effective as of September 7, 2006


To be a client whose products will be sold through the CCNow Site and/or shopping cart facilities, you must first agree to the terms and conditions in this document (the "Agreement"). If you press the I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS button on the CCNow Account Activation page on our Site, you will form a contract between you and us as of the date you press the button. So, it is important for you to carefully review this Agreement prior to agreeing to it. If you do not wish to enter into this Agreement, then you should not press the I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS button, but that will mean that you will not be able to participate as a client to CCNow or otherwise use our services.

1. WHAT DO CERTAIN WORDS MEAN?

A few terms in this Agreement have special definitions.

  1. "We" or "us" means our company, CCNow, Inc.

  2. "Our" or "ours" means things that we own, or our rights or obligations as set forth in this Agreement.

  3. "You" or the "Client" means you, which is the person or business that is shown as the Client on the CCNow Account Activation page for your account with CCNow.

  4. "Your" or "yours" refer to things that you own, or your rights or obligations as set forth in this Agreement.

  5. "Merchandise" means the items you will sell to CCNow for purposes of our reselling at retail on the CCNow Site.

  6. "CCNow Site" means our Web site, found at www.ccnow.com, through which CCNow will be the seller and merchant of record for sales of your Merchandise to Customers.

  7. "Your Site" means a Web site you operate to solicit retail sales of your goods, and which will provide links to the CCNow Site for Customers to engage in retail transactions.

  8. "Customer" means the persons or businesses that may choose to purchase your Merchandise from the CCNow Site.

  9. "Suggested Retail Price" means the price that you input into the CCNow system as the recommended selling price of the product.

  10. "Export Control Laws" means those laws, rules and regulations (including any executive orders or similar administrative actions) described in the sections below entitled "Export from the United States"; "Export from Countries Other Than the United States"; and "CCNow Rights Regarding International Transactions."

  11. "Pricing Details" means the financial terms of your relationship with CCNow (including the retail margin earned by CCNow, the monthly fee payable to CCNow, and the fees charged by CCNow for certain payment options), which is available at the following URL: Pricing Details and is hereby incorporated by reference.

  12. "Currency Control Laws" means any laws (including any regulations, executive orders or similar administrative actions) concerning the transfers of currency or other form of legal tender (however denominated) between different countries (including but not limited to regulations, sanctions and enforcement proceedings administered or enforced by the United States Office of Foreign Assets Control ("OFAC") and similar laws in the United States and other jurisdictions that may apply to any of your transactions).



2. WHAT ARE THE CONDITIONS OF USING CCNOW?

You may not enter into this Agreement, or allow CCNow to resell your Merchandise through the CCNow Site, if you do not meet and follow the following conditions and rules:

  1. You are currently selling tangible Merchandise which meets the CCNow product requirements via Your Site(s). You will provide CCNow with a complete list of Your Site(s) through which your Merchandise is sold online via the CCNow administration pages, and will keep this list current.

  2. All marketing, advertising, and product information must be contained on Your Site(s), so that Customers do not need to contact you for additional information prior to sale.

  3. The CCNow Site cannot be used to sell Merchandise to personal acquaintances, such as friends, relatives, co-workers, or for in-person sales.

  4. Customers must place orders themselves through the CCNow Site. You will not place orders on behalf of Customers, nor allow anyone to place orders on a Customer’s behalf.

  5. You do not offer for sale any product which falls within the list of prohibited products available at the following URL: Prohibited Products which may not be sold through the CCNow Site. The list of Prohibited Products available through the above hyperlink is incorporated by reference into this Agreement. CCNow may update the Prohibited Products list at any time and at its sole discretion.

  6. Prices for your Merchandise must always be displayed and maintained in US Dollars.

CCNow may add to or modify these conditions and rules upon notice to you. If you do not meet and follow all of the these conditions and rules, you may not enter into this agreement and allow CCNow to resell your Merchandise through the CCNow Site. If CCNow determines at any time that you do not meet or follow all of these conditions and rules, CCNow may immediately terminate this Agreement without notice to you and/or cease reselling your Merchandise through the CCNow Site.



3. WHAT DOES THIS AGREEMENT COVER?

  1. Our legal relationship and status is that you are a client of CCNow, that you sell your Merchandise to CCNow for resale by CCNow, and that CCNow is a retailer of Merchandise and is the seller and merchant of record for sales of Merchandise to Customers. As described in more detail below, you will perform certain actions on our behalf, including operating Your Site(s) to promote the sales of Merchandise and solicit potential Customer orders, as well as fulfilling and shipping all orders of Merchandise on CCNow’s behalf directly to our Customers. When an order is placed through CCNow by a Customer, as of the time the order is placed by the Customer you agree to immediately sell the applicable Merchandise to CCNow on sale and return terms set forth below, in exchange for the payments determined under the Payment Obligation described below, and title to the Merchandise will pass from you to CCNow for transfer by CCNow to the Customer upon the Customer’s receipt of Merchandise. CCNow will send you a Purchase Order via Internet E-mail, and we will also post the order on the your "Pending Orders" screen on the CCNow Site.

  2. You will prominently display, on Your Site(s) and in other online marketing materials if applicable, the most current CCNow logo (provided to you by CCNow) a statement that CCNow is the Authorized Online Retailer from whom Customers may purchase your Merchandise. However, note that credit card provider rules, and trademark law, prohibit you from displaying any credit card logos or insignia on Your Site(s) if based on your relationship with CCNow, and you may be subject to civil lawsuit by any of those credit card providers if you fail to obey those rules. You will be responsible for all costs to create, operate and maintain Your Site(s).

  3. Your Site(s) will provide links to the Shopping Cart on the CCNow Site (using button art and URL codes that will be provided to you by us) in order to allow each Customer to place retail orders with us on the CCNow Site.

  4. As Customers are directed to the CCNow Site, we will provide a Web-based payment system to allow the Customer to purchase the Merchandise from us. We will be responsible for operating a shopping cart that will acknowledge the Customer's choices and process the order, as well as for maintaining merchant accounts with various merchant account providers or other electronic payment systems that we may choose to implement from time to time, and for collecting the Customer's payments as each shopping cart order is placed. Except as set forth below concerning certain costs, we will be responsible for the costs of operating and maintaining the shopping cart system and the CCNow Site, as well as the costs of using the credit card merchant accounts.

  5. In addition to providing a shopping cart for direct links from Your Site(s), we will also allow browsing within our own site for Customers by providing the CCNow Mall - a collection of links to Merchant clients who use the CCNow Site as their retailer. The CCNow mall is organized using a directory style with product categories. CCNow's potential Customers can browse and select various clients and a through the CCNow Mall, and when a Customer chooses your business, the CCNow Mall will provide a framed view of Your Site(s) so that you can describe your Merchandise. You will use CCNow's online Client Administration pages to select the appropriate and accurate "CCNow Mall Category or Categories" that best represents your Merchandise, if you choose to participate in the CCNow Mall

  6. You will use CCNow's online Client Administration pages to maintain a current list of your Merchandise you are offering for sale via the CCNow Site. The CCNow shopping cart will only be as accurate as the information you maintain on the Client Administration pages. If you are no longer offering a particular item of Merchandise, or an item has gone into back-order status, or you have changed the information concerning an item, you will promptly update your information on the Client Administration pages.

  7. For each item of Merchandise, you will provide us with your Suggested Retail Price via the Client Administration pages. CCNow reserves the right to determine our own retail prices for the Merchandise we sell on the CCNow Site.

  8. Upon receipt of our Purchase Order, you agree to fulfill our Customer's order on our behalf by promptly delivering the ordered Merchandise to the Customer. You must use a common carrier such as the United States Postal Service, United Parcel Service, or Federal Express, etc., shipping charges prepaid, with instructions to deliver the Merchandise to the Customer.

  9. For each item of Merchandise, the Client Administration pages will indicate the Shipping Charges that will be applicable to the item. As Customers place orders, we will charge the applicable Shipping Charge for each item of Merchandise based on the information in the Client Administration Pages. We will pass through to you your pre-determined Shipping Charge (less our Retail Margin and otherwise subject to the Payment Obligation rules set forth below), and you agree to perform your fulfillment and shipping of the item solely in exchange for such payment you receive from us, and not to charge Customers or CCNow any additional amounts to fulfill or ship the Purchase Orders.

  10. As our fulfillment agent, you have all risk of loss during the shipment of Merchandise until it is delivered to the Customer. You are responsible for purchasing and paying for any insurance you deem necessary to protect your interests while the Merchandise is in transit to the Customer. You are responsible for ensuring that each shipment of Merchandise is accurately addressed to the Customer address disclosed to you in the Purchase Order. You are responsible for complying with all applicable shipping laws and regulations necessary to ensure prompt delivery of the Merchandise to the Customer, including the declaration of accurate values and descriptions necessary for applicable customs regulations, and the payment of any necessary duties or the like. If you choose to deviate from these shipping standards, doing so is at your risk.

  11. Once you have shipped the Merchandise, you must promptly acknowledge the shipment using CCNow's Client Administration pages. You must give us prompt and accurate information concerning your fulfillment of our Customer's order. You may not acknowledge an order as "Shipped" until after the Merchandise has already been shipped. We accept only fulfillment in the entirety of any Purchase Order, and you may not make partial shipments due to backordered or unavailable items. If you are unable to completely fulfill any Purchase Order within 5 business days of our sending it to you, you must promptly cancel the order using CCNow's Client Administration pages.

  12. You are responsible for complying, on our behalf, with any applicable Export Control Laws. If you are unable to comply with the Export Control Laws for any particular Purchase Order, you must promptly cancel the order using CCNow's Client Administration pages.

  13. We do not provide any type of Customer user support or technical support concerning your Merchandise. Our Customer support is limited to assisting potential Customers in the use of the CCNow Site and its shopping cart to make purchases of Merchandise, providing information concerning the status of your fulfillment of our Purchase Orders, and assisting Customers regarding refunds, returns and billing questions. We will refer any other type of support inquiries from Customers or prospective Customers to you, and you agree to provide reasonable Customer support for such inquiries.



4. HOW DO WE HANDLE THE MONEY?

  1. The “Payment Obligation” means the amount that we calculate and pay you based on the Pricing Details and the rules below. The Payment Obligation is our sole obligation to you in consideration of your sale of Merchandise to us. The Payment Obligation will be determined by us in arrears as of the 1st day of each month for sales during the period from the 16th to last day of the previous month, and the 16th day of each month for sales during the period from the 1st to the 15th day of that month (each such period, a "Pay Period", except for the first pay period) based on sales during that Pay Period. We will deliver the Payment Obligation as promptly after these dates as is practicable.

    The first Pay Period will be from the date your first sale occurs to the end of the Pay Period following the thirty (30) calendar day anniversary of the first sale date (e.g., if your first sale is May 12, your first Pay Period will be May 12 through June 15; if your first sale is May 20, your first Pay Period would be May 20 to June 30).

  2. As used below "Customer Charges" means the sum of:
    1. all retail prices we have charged our Customers for their purchases of your Merchandise; PLUS
    2. the sum of all Shipping Charges we have charged those same Customers based on those same purchases; PLUS
    3. the sum of all Taxes we have collected from those same Customers based on those same purchases.

  3. For each Pay Period, the Payment Obligation is equal to:

    1. the sum of all Customer Charges arising out of our sales of your Merchandise which have been shipped by you within the specified Pay Period (the “Gross Sales” for that Pay Period);

      2. LESS:

    2. The following deductions:

      1. All Sales Taxes collected during the Pay Period.
      2. All Chargebacks (as defined below) or fraudulent or criminal orders processed during the Pay Period (to the extent based on past sales of your Merchandise) as well as any fees or penalties based on such Chargebacks or fraudulent or criminal orders.
      3. All Refunds processed during the Pay Period (to the extent based on past sales of your Merchandise), as well as any fees or penalties based on such Refunds.
        (The net result of A LESS B is the "Net Sales" for the Pay Period.)

      LESS (after completing the above deductions):

    3. The following amounts:
      1. The Retail Margin for that Pay Period, as set forth in the Pricing Details.
      2. Any new Reserve to be held back for that Pay Period.
      3. Any additional service fees as defined by CCNow (including without limitation Payment option fees set forth in the Pricing Details).

      PLUS:

    4. The remaining amount of any prior Reserve that has matured and is owed to you.

  4. The Retail Margin, Monthly Fee and Payment Option Fees are set forth in the Pricing Details.

  5. ACCOUNT: As we collect Customer Charges, or calculate out any deductions we are entitled to deduct from Customer Charges, or collect or pay back any Reserves, or make our payment of any Payment Obligations to you, we will do so via an in-house account that we will maintain for you. While we will maintain an accurate accounting of your account, note that we may commingle the funds in your in-house account with other funds we may have in a common outside bank account.

  6. SET-UP FEE: A one-time set-up fee of $9.95 will be debited from the credit card given at the time of sign up. A valid credit card must be used to open a CCNow account. Any dispute or chargeback of this charge may result in the account being terminated by CCNow, at CCNow’s option. The one-time set-up fee is non-refundable.

  7. MONTHLY FEE: A recurring monthly fee as set forth in the Pricing Details will be debited from the credit card given at the time of sign up. Any dispute or chargeback of a monthly charge may result in the account being terminated by CCNow, at CCNow’s option.

  8. SALES TAXES: We will collect and remit to the proper authorities, where we are legally required to do so, any sales tax, value-added-tax (VAT), goods and service tax (GST) or similar tax or similar government fees that are based on CCNow’s sale of Merchandise (collectively "Sales Taxes"). If any taxes or VAT are owed based on your sale of the Merchandise to CCNow, you agree to reimburse us for any amounts CCNow has paid, and we will deduct such reimbursement as additional Sales Taxes on your account.

  9. RETURNS: You must accept returns of Merchandise from CCNow if the Customer has requested a return from CCNow within 30 days after the date the Customer received the Merchandise. You will accept returns of Merchandise on CCNow’s behalf, as set forth below.

  10. If the return is because the Merchandise is defective, the return right must be unconditional, and the Customer must also be reimbursed for any Shipping Charges paid in the initial sale, and you must be responsible for any shipping charges to return the Merchandise to you as our fulfillment agent. (You may, alternatively, choose to accept the refund for Defective Merchandise without requirement for the Merchandise to be shipped to you if you feel the cost of returning the defective Merchandise would outweigh any benefit of its return to you.)

  11. If the return is not because the Merchandise is defective, you may (with our approval and on our behalf) impose reasonable conditions on the return, such as not refunding or reimbursing for shipping charges, requiring the Merchandise to be returned in 'like new' condition, or in the case of software or music products to still be in original shrink-wrap with all seals intact. However, you must prominently display these conditions on Your Site(s) as well as provide a complete copy of those conditions with the Merchandise as you ship it to the Customer, and you may not enforce any conditions which you have failed to both display and copy to the Customer or for which you have not obtained our approval.

  12. In any event, you may not impose a 'restocking fee' or similar charge for any returns.

  13. If, at any time, the Customer inquires or complains directly to CCNow, the Customer's credit card issuer or a third party such as a law enforcement agency or consumer protection agency concerning your Merchandise, we will promptly forward the inquiry or complaint to you via e-mail. You must promptly respond to the inquiry or complaint, through CCNow's response system on the Client Administration pages or via the e-mail address given to you in the inquiry e-mail, either by authorizing a return or answering the inquiry if a return was not demanded by the Customer. If you fail to adequately respond to our forwarding of the inquiry or complaint by the end of three full business days (USA business days, ending as of midnight USA Central Time) that passes after we have sent the inquiry e-mail to you, then CCNow may unilaterally make a Refund to the Customer as described below.

  14. CCNow reserves the right to process a return for any order which it, at its sole discretion, is believed to be of a fraudulent nature, transacted in a manner inconsistent with the terms and conditions of this Agreement of the Pricing Details page, or is in violation of any other statute or law.

  15. If a shipment of Merchandise which we have bought from you by our Purchase Order is not safely delivered intact to the Customer within 30 days of our sending the Purchase Order to you, or if we receive word from a Customer that the Merchandise was damaged upon arrival and was either not accepted or was accepted from the shipping carrier and later determined to be damaged, we will promptly forward any information concerning such incident to you via e-mail. You agree to promptly resolve the concern, either by authorizing a Refund for the transaction or by reshipping (at no additional cost to CCNow or the Customer) new Merchandise in place of the lost or damaged Merchandise. You must bear all costs to return any damaged Merchandise back to you. You may choose to purchase (at your cost) adequate shipping insurance to cover your potential losses arising out of shipping Merchandise, as we will not be responsible for reimbursing you for any of these losses. If you fail to adequately respond to our forwarding of the inquiry or complaint concerning a lost or damaged shipment by the end of three full business days (USA business days, ending as of midnight USA Central Time) that passes after we have sent the inquiry e-mail to you (either by reshipping, communicating your intention to reship within 5 business days of the inquiry being sent to you, or by authorizing a Refund), then CCNow may unilaterally make a Refund to the Customer as described below.

  16. If you fail to ship all Merchandise within 5 business days of our sending a Purchase Order to you, or if you fail to reship Merchandise that was lost or damaged from the original shipment within 5 days of telling us that you will reship the merchandise, we will inform you that your order is subject to cancellation at any time thereafter, and at any time thereafter we may choose to unilaterally cancel the Purchase Order and process a Refund to the Customer. If you contact us before we have chosen to cancel the Purchase Order, we may, at our sole discretion, grant you an extension of time that will not exceed another 5 day period. We will promptly inform you when a Purchase Order has been cancelled, but you are responsible for any losses you suffer because you have shipped any Merchandise after you have received a cancellation warning from us unless we had granted an extension of time to you in writing (including e-mail).

  • REFUNDS: Whenever we note that a return of Merchandise has occurred, if any Purchase Order has been cancelled for any reason by you or by us, or if we have a right to unilaterally process a Refund per the above terms, we will determine the "Refund" as the amount of the original Customer Charges that arose out of the retail sale of the appropriate Merchandise to the Customer. For Refunds arising out of returned Merchandise, you must inform us if Shipping Charges are not refundable (and give us a copy of your applicable return policy as displayed on Your Site(s)), otherwise we will presume the Shipping Charge is part of the Refund.

  • CHARGEBACKS: A “Chargeback” is another form of refund that happens when a credit card processor or acquiring bank unilaterally revokes a prior transaction, which may be done under the rules of the credit card banking system for such reasons as fraud or suspected fraud, customer complaint, or other reasons determined at the sole discretion of the credit card banks. While CCNow will make reasonable efforts to avoid Chargebacks where possible, CCNow makes no promises as to whether or how credit card processors will interpret their rules or rights concerning Chargebacks. You acknowledge that credit card transactions over the CCNow shopping cart are 'non-swiped' and have no physical signature from the Customer, and thus are subject to a higher level of Chargeback activity compared to physical credit card transactions with wet-ink signatures. As stated above, the Chargeback amount which may be deducted from your Net Sales may include the original amount of the transaction as well as additional fees or penalties.

  • RESERVES:

    In certain circumstances (at CCNow’s sole discretion), we may holdback some or all of the Payment Obligation as a "Reserve" to cover potential future Refunds, Chargebacks, or other liabilities you may owe to us. Your CCNow Account Statement, available online, shows all amounts held in reserve, along with the suggested payable date of each reserve amount.

    Except as set forth below, Reserves we retain from one Pay Period payment will be paid out to you, less any Refunds, Chargebacks or other amounts we may deduct from our payments to you, on the payment date for the third Pay Period after the Reserve was first taken.

    We may, in our sole discretion and without notice to you, impose higher than normal Reserves, or extend the holding periods for any Reserves, either temporarily or permanently, in order to reduce our reasonable apprehension of risk of loss under varying circumstances. Without limiting the generality of the above, factors which may enter into our decision include, but are not limited to, the average sale amount per Customer transaction, the processing volume, issues or problems regarding the Merchandise being sold, or other factors that may create a risk to CCNow, Customers, third parties, or financial institutions, including fraud, suspicious or irregular transactions, sale of illegal or potentially illegal products, sale of products that are an infringement of intellectual property rights of third parties, or excessive Customer requests for refunds, excessive Chargebacks or other similar Customer disputes.

    CCNow is in no way responsible for any losses you sustain, including claims for lost income or profits, on account of the imposition of Reserves for any reason.

    Regardless of any Reserve we may choose to keep, you agree to pay us, upon demand, for any shortfall owed to us including shortfalls due to Refunds or Chargebacks.

  • REMITTING OUR PAYMENT OBLIGATION: You can choose from three different methods of payment:
    1. We can send your payments by Direct Deposit into your U.S. checking account. This is the fastest payment method, because Direct Deposits arrive in your bank account just two business days after they are transmitted by CCNow. Any applicable fees for this payment option are specified in the Pricing Details.

    2. We can mail you a regular check. This is the default payment method. We send these checks via First Class Mail within the U.S. or by Air Mail to all other countries. Any applicable fees for this payment option are specified in the Pricing Details.

    3. We can send payments directly to your bank account via Wire Transfer, also called Tele-Transfer in some countries. You may wish to consider this option if you have problems with the reliability or speed of mail delivery in your area. Any applicable fees for this payment option are specified in the Pricing Details. Your bank may also directly collect additional fees to receive the payment, and you will be solely responsible for any such fees.


    If the total amount we owe to you at the end of a Pay Period will be less than $50, we may choose to withhold the Payment Obligation until a later Pay Period. Any and all fees, payments, compensation, consideration, and other money amounts shall be expressed, accounted for and payable in United States Dollars.



    • 5. WHAT DO YOU PROMISE TO US?

    You make the following "Representations and Warranties" to us:
    1. Any Merchandise you sell to us or ship to a Customer will not be on the CCNow Prohibited Product List, and will not violate the standards listed below, and you will not at any time offer goods for sale to CCNow which, in our sole discretion, facilitates or are:
      1. An infringement of a propriety interest of any third party, including without limitation, any copyright, trademark, domain registration right, trade secret or patent right.
      2. In violation of any federal, state, county, and municipal laws, regulations, governmental agency orders, and court orders. This includes, by way of example but not limited to, all export control laws.
      3. Merchandise involving bigotry, racism, discrimination, hatred or profanity.
      4. Merchandise items that are excessively violent or encourage violence.
      5. Merchandise that can be considered disparaging, defamatory, libelous, threatening or resulting in an invasion of privacy.
      6. Merchandise items that provide instructional information about illegal activities or physical harm or injury to any group, individual, institution or property, or encouraging illegal or criminal conduct.
      7. Merchandise that facilitates, or engages in, consumer deception or fraud, drug use (including drug paraphernalia), drug dealing, pyramid schemes, gambling transactions, unauthorized distribution of copyrighted software, cyber squatting, illegal or excessive e-mail generation ('spamming' tools), or any other illegal activities.
      8. Merchandise that is pornographic or obscene in nature or content, without regard to legality of the products.

    2. You represent and warrant that you are not located in an embargoed country, are not using a bank or designated payee in an embargoed country, are not selling goods originating in an embargoed country, and that you will neither sell nor ship anything to any person located in an embargoed country. You further promise to comply with all applicable portions of the Currency Control Laws and Export Control Laws, as well as all those obligations described in the sections of this agreement titled “Export from the United States; Export from Countries Other Than the United States”; and “CCNow Rights Regarding International Transactions.”

      We have the right to hold or suspend funds in reserve, to refuse to accept further orders, and/or to terminate this Agreement without notice if, in our sole discretion, you violates any of the aforementioned prohibited standards and restrictions.

    3. Any descriptions you provide for your Merchandise on Your Site(s) or any other advertising or promotional material created under your direction or control are accurate, and will not be in violation of any applicable laws or regulations concerning advertising claims or other forms of consumer protection laws for any of the territories where we will be offering your Merchandise for sale to Customers. Your Site(s) must have accurate statements of your identity and how potential or existing Customers may directly contact you concerning your Merchandise.

    4. You have the right to enter into this Agreement, and that you are of legal age and otherwise competent to be contractually bound to this Agreement. Also, if you are a corporation or other form of business entity, the person who has entered into this Agreement on your behalf is authorized to bind you, and the board of directors or others who control the corporation or other business entity have authorized the entity to enter into the Agreement.

    5. You have the right to sell the Merchandise to us for purposes of resale by CCNow through the Site.

    6. All of the information you entered on the Client Administration page is correct as of the time you entered it. You also promise that you will promptly update any of that information when it has changed.

    7. If you ever have reason to believe there is any reason these promises are not true, now or in the future, you promise to promptly tell us.

    8. Client shall not any time hold CCNow (including its parents, subsidiaries, partners or affiliates) or its employees, officers, directors or shareholders up to public scorn, ridicule or defamation.

    9. Client shall not alter, in any way, the CCNow logo provided by CCNow.



    6. WHAT RIGHTS DO WE HAVE AND KEEP?

    1. Although we will generally try to give you advance notice, you acknowledge that we can, at any time without advance notice and for any reason, determine that we do not wish to distribute any or all of your Merchandise.

    2. Federal agencies have also banned or regulated trade between U.S. persons with certain organizations, businesses and persons. Additional information about these regulations and lists of these prohibited persons can be found at, among other places, the US Customs and Border Protection website at [http://www.cbp.gov/xp/cgov/export/persons_list/]. We retain the right to make our own determinations, at our sole discretion, as to whether any proposed transaction might put CCNow in violation of these regulations, and may refuse to engage in any such transactions without prior notice to you.

    3. We are not obligated to pay you any amounts in your account that are connected with any activities that are deemed to be fraudulent or criminal. The existence or possibility of fraud or criminal activity will be determined by us in our reasonable discretion, and we may make any inquiries and investigations we deem appropriate.

    4. Our Site has a Privacy Policy posted at on each page of the CCNow Site, and that policy describes how we may store, use and disclose personal information about you and our Customers. You agree to the terms of that Privacy Policy as it is now issued and as it may be amended in the future by us. You agree that you will not do anything to interfere with our Privacy Policy and how it impacts our Customers, and agree that we have sole control of the terms and enforcement of our Privacy Policy.

    5. We are permitted to display in any post-purchase pages and communications (including without limitation any thank you page, confirmation page, confirmation e-mail, and any pages following the actual submission of an order for processing) information of CCNow's choosing, including in our sole discretion cross-sells, up-sells and other marketing opportunities offered by third-party advertisers. You grant to CCNow and any such third-party advertiser a right and license to use your site URL and your name, trademarks and logos in connection with such marketing, both (a) during the period such marketing opportunities are offered on the post-purchase pages and (b) thereafter to remind participants in such marketing opportunities of the manner in which such participant elected to participate in such opportunities in connection with renewals and support related to such opportunities.

    6. Our trademarks, service marks and business names (our "Trademarks") are owned or licensed solely and exclusively by us. All of your use of our Trademarks shall inure to our benefit. You agree, upon our demand, to promptly stop or alter any of your uses of our Trademarks which we deem to be improper or which may have the potential to put our Trademark rights at risk.

    7. We reserve the right to impose limits on sales of Merchandise in our sole discretion and to refuse to process transactions to specific Customers for any reason. Specifically, we may limit or restrict sales to a minimum or maximum retail price, impose limits on the amount or number of purchases which may be charged to an individual credit card account during any time period, or refuse to accept orders from Customers with a prior history of questionable charges. We also reserve the right to cancel or refund any Purchase Order for any reason.



    7. EXPORT FROM THE UNITED STATES

    The following obligations apply if you are located in or shipping Merchandise from the United States, and a Purchase Order requires you to send the Merchandise outside of the United States (a "US Export Purchase Order"). Between you and CCNow, you are solely responsible for determining whether the fulfillment of a US Export Purchase Order will be subject to any "US Export Control Laws," which means any applicable laws or regulations of the United States which control, regulate, prohibit or otherwise affect the export of your Merchandise to the country indicated for shipment on our US Export Purchase Order, including but not limited to (i) obtaining any export licenses, permits or similar required documentation as may be required by Export Control Laws; and (ii) pre-paying any duties, tariffs or similar government charges as may be required to completely fulfill each US Export Purchase Order through to the Customer (and your Shipping Charges must be your sole compensation for the payment of such duties, etc.).

    If you determine that you are unable to fulfill any particular Purchase Order because of Export US Control Laws, you must promptly cancel the order on the Client Administration pages. You agree to promptly provide to us, at any time upon our request, with accurate Export Control Classification Number(s) and Export Category Number(s) for you Merchandise, along with copies of any required licenses or permits as may be required by law for your fulfillment of US Export Purchase Orders.

    As used in this Section:
    • "Export Control Classification Number" or "ECCN" refers to an alphanumeric code that describes a particular item and shows the controls placed upon it under the Commerce Control List of the Export Administration Regulations (19 C.F.R. Part 774). Assistance in determining the proper ECCN code can be found at http://www.bis.doc.gov. The Export Administration Regulations are administered by the U.S. Department of Commerce, Bureau of Industry and Security.

    • "Export Category Number" refers to the numeric grouping of items controlled under the United States Munitions List of the International Traffic in Arms Regulations (22 C.F.R. Parts 120 et. al). Assistance in determining the proper Export Category Number can be found at http://www.pmdtc.org. The International Traffic in Arms Regulations are administered by the U.S. Department of State - Directorate of Defense Trade Controls.



    8. EXPORT FROM COUNTRIES OTHER THAN THE UNITED STATES

    The following obligations apply if you are located in or shipping Merchandise from a country other than the United States (the "Ship-From Country"), and a Purchase Order requires you to send the Merchandise to a location outside of the Ship-From Country (an "International Export Purchase Order"). Between you and CCNow, you are solely responsible for determining whether the fulfillment of an International Export Purchase Order will be subject to any "International Export Control Laws," which means any applicable laws or regulations of the Ship-From Country which control, regulate, prohibit or otherwise affect the export of your Merchandise from the Ship-From Country as indicated on the International Export Purchase Order, including but not limited to: (i) the accurate determination of any locally required export control number or classifications for export, as may be determined under local law of the Ship-From Country; (ii) obtaining any export licenses, permits or similar required documentation as may be required by the applicable International Export Control Laws; and (iii) pre-paying any duties, tariffs or similar government charges as may be required to completely fulfill each International Export Purchase Order through to the Customer (and your Shipping Charges must be your sole compensation for the payment of such duties, etc.).

    If you determine that you are unable to fulfill any particular Purchase Order because of International Export Control Laws, you must promptly cancel the order on the Client Administration pages. You agree to promptly provide to us, at any time upon our request, with accurate information concerning classifications or categories as may be required under local law of the Ship-From Country, along with copies of any required licenses or permits as may be required by law for your fulfillment of International Export Purchase Orders.

    9. CCNOW RIGHTS REGARDING INTERNATIONAL TRANSACTIONS

    If we determine in our sole discretion that the retail sale of your Merchandise to Customers located in any particular country or jurisdiction, or the transfer of currency between Customers and CCNow or between CCNow and you, may put us in violation of US Export Control Laws, International Export Control Laws, or of applicable Currency Control Laws, or if we determine that resolving any such potential problem will cost us an unreasonable amount of time, effort or money, we may choose to refuse to make such sales or to cancel any outstanding Purchase Order by giving notice to you.

    10. WHAT DO YOU NEED TO DO ABOUT SPAM AND ADVERTISING?

    You may not use e-mail (solicited or unsolicited) to market your Merchandise, or that identifies us or the CCNow Site or uses any links to the CCNow Site, where the e-mail violates any applicable laws or regulations regarding the use of commercial e-mail ("Anti-Spam Laws"), including the laws applicable to the location where you send the e-mail from, the locations where the e-mail may be routed in getting to the recipient, and the locations where the recipients receive such e-mails. You must comply with any legal obligations to provide proper labeling and content within your marketing e-mails, and to provide opt-in or opt-out capabilities to recipients and comply with any such requests. Any advertising or other marketing materials which you create, place, order, control, distribute or publish that mention us or the CCNow Site, or which contain hyperlinks to the CCNow Site, must be in compliance with all laws concerning advertising and marketing for the territories where the materials will be distributed, published or broadcast. You are responsible for compliance with all of the above, whether you provide the e-mails or advertisements on your own or use the services of a third party.

    11. WHAT WARRANTIES DO WE DISCLAIM?

    We make no promises to you that your Merchandise will be ordered by Customers, no promises as to the percentage up time for the CCNow Site, or that the CCNow Site will operate without error. WE MAKE NO WARRANTIES CONCERNING THE QUALITY OF OUR SERVICES ON THE CCNOW SITE, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Except for any obligations we have to pay you the Payment Obligations, you agree that your sole remedy for any breach of this Agreement by us is for you to terminate this Agreement.

    When we sell Merchandise to Customers, we will disclaim any warranty and state that between the Customer and CCNow the sale is AS IS and with all faults. However, we will state that our Merchandise clients (such as you) may offer product warranties directly from the clients to the Customer. If you choose to offer any such warranty, you must accurately describe it on Your Site(s), in a manner that complies with applicable laws, and include copies of such with the shipped Merchandise. The terms of your warranty must make clear that the warranty and remedies are offered strictly between you and the Customer, and must not imply that any retailer such as CCNow has any obligations to Customer under the warranty.

    12. HOW IS OUR LIABILITY LIMITED?

    UNDER NO CIRCUMSTANCES SHALL OUR TOTAL LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF OUR RELATIONSHIP WITH YOU UNDER THIS AGREEMENT, REGARDLESS OF HOW THE LIABILITY ARISES, EXCEED THE NET AMOUNT REALIZED BY US UNDER THIS AGREEMENT. WE ALSO SHALL NOT HAVE ANY LIABILITY TO YOU OR TO ANY OTHER PERSON OR ORGANIZATION FOR ANY DAMAGES RELATING TO ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY DESCRIPTION, WHETHER ARISING OUT OF WARRANTY OR OTHER CONTRACT, NEGLIGENCE OR OTHER TORT, OR OTHERWISE.

    13. YOU INDEMNIFY US FOR CERTAIN LOSSES

    You shall indemnify and hold harmless CCNow, its parents, subsidiaries and/or affiliates, together with their officers, employees, directors, successors and assigns, as such, from and against any liabilities, claims, actions, suits, proceedings, judgments, losses, damages, costs and expenses, including reasonable attorneys' fees, resulting from any claim (the "Indemnified Claims") that are made by a third party, including a Customer, that arises out of:

    • Any claim that your Merchandise or Your Site(s) violates a patent, copyright, trademark, trade secret or other intellectual property right of any third party recognized under the laws of any jurisdiction where your Merchandise is offered for sale or where you have shipped your Merchandise, or where Your Site(s) may be directed for viewing;

    • Any claim that your Merchandise or Your Site(s) is defamatory, slanderous, or violates the rights of privacy or publicity of any person (including a Customer) where such claims are recognized under the laws of any jurisdiction where your Merchandise is offered for sale or where you have shipped your Merchandise, or where Your Site(s) may be directed for viewing;

    • Product warranty claims arising out of your Merchandise;

    • Your fulfillment and shipment of Merchandise, including any failure of a shipment to be delivered due to no fault of CCNow or the Customer;

    • Any alleged or actual failure on your part to comply with your obligations under this Agreement, including but not limited to your obligations to comply with Export Control Laws, Currency Control Laws, Anti-Spam Laws, and your Representations and Warranties;

    • Any breach of your representations or warranties made by you under this Agreement;

    • Any credit card Chargeback costs, including refunds, penalties, fees or the like; or

    • Personal injury, property damage or product liability, or any grossly negligent or intentionally tortious acts or omissions you commit, in connection with this Agreement or the creation, manufacture, delivery or use of your Merchandise.

    We shall have sole control over our own defense of any of the Indemnified Actions. However, you shall reimburse us upon our demand, on no less than a monthly basis, for any costs we have incurred in defending against any of the Indemnified Claims. You shall cooperate, at your sole cost, with any of our reasonable requests made in connection with our defense of the Indemnified Claims, including your personal appearance at official proceedings of courts or administrative agencies, providing sworn testimony, answering written questions under oath, or providing documentary evidence. If you are also a party to any of the Indemnified Claims, you are responsible for providing your own defense (including providing your own attorney) at your own cost.

    14. HOW LONG DOES THIS AGREEMENT LAST?

    • This Agreement starts on the date you acknowledge your agreement with its terms to us, and will last until the day either of us should desire to terminate this Agreement. In the event you are in breach of this Agreement or have failed to comply with your obligations under this Agreement, we have no obligation to give you prior notice of the termination. Neither you nor we are obligated to continue under this Agreement for any period of time, and you should not rely upon whether or not we will continue to distribute your Product for any period of time.

    • Once this Agreement has been terminated:
      • You agree to fulfill and ship from any Purchase Orders that were placed with you prior to the termination of the Agreement, and all obligations arising out of those particular Purchase Orders (including rights of product return) shall survive the termination of the Agreement.

      • You will immediately remove any reference to our name or any hyperlinks to the CCNow Site from Your Site(s) and any other marketing materials which you distribute, publish or broadcast after the date of the termination. You will promptly notify all third parties known to you that may be directing potential Customers to the CCNow Site to halt all such activities.

      • We will promptly halt any retail sale of your Merchandise.

      • We will continue to make payments of the Payment Obligation to you out of your account, on the regular Pay Period payment dates, until the time that your account has reached a zero balance. Our Reserve rights survive past the termination date of the Agreement. Your obligation to pay us for any shortfall in your account survives the termination of the Agreement.

      • You will continue to be responsible for any liability that might arise out of fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of your Product being distributed via our Site.



    15. ANYTHING ELSE WE AGREE UPON?

    • You may not assign this Agreement, or any of your rights under this Agreement (whether directly or indirectly, in whole or in part, by operation of law or otherwise). Any attempt to assign in violation of the preceding shall, at our option, render this Agreement null and void. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

    • Neither you nor we are obligated to deal exclusively with the other, and you may use other means or companies to distribute your merchandise.

    • End User data shall be owned jointly by you and us. You agree to abide by our posted privacy policy (http://www.ccnow.com/privacyStatement.html).

    • We are relieved of any obligation to perform under this Agreement if we are unable to perform as a result of natural disaster, war, emergency conditions, labor strike, acts of terrorism, the substantial inoperability of the Internet, the inability to obtain supplies, or other reasons or conditions beyond our reasonable control.

    • If you are obligated under this Agreement to tell us something or you wish to give us legal notice of any kind, you must do so in writing and deliver it by certified mail, postage pre-paid and return receipt requested OR by nationally recognized overnight courier which provides a written proof of delivery, to the following address:

      CCNow, Inc.
      Attn: General Counsel
      9625 76th Street
      Eden Prairie, MN 55344
      USA

    • If we are obligated under this Agreement to tell you something or we wish to give you legal notice of any kind, we may choose to do so by use of any of the addresses you gave to us on the Client Administration pages, including postal mail or e-mail. If any such notice fails to reach you because you gave us inaccurate address information, our notice shall nonetheless be deemed to have been delivered to you.

    • We reserve the right to amend this Agreement. In the event of an amendment, we will post the new version of the Agreement on the CCNow Site. Each time you log-in to CCNow or use the CCNow system, you will be asked to accept the terms of the new Agreement by clicking on the I HAVE READ THE CLIENT AGREEMENT AND I ACCEPT THE TERMS button. If you do not click on the button, you will not be able to use CCNow.

    • The waiver of any provision or the breach of any provision of this Agreement shall not be effective unless made in writing. Any waiver by either party of any provision or the breach of any provision of this Agreement shall not operate as or be construed to be a continuing waiver of the provision or the breach of the provision.

    • Any failure by CCNow to enforce any of its rights under this Agreement or any applicable laws shall not constitute a waiver of such right or law. The invalidity of non-enforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provisions hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or non-enforceable provisions were omitted. Additionally, the parties to this Agreement agree that any invalid or non-enforceable provision of this Agreement shall be replaced with a valid and enforceable provision which most closely meets or approximates the intent and economic effect of the invalid or non-enforceable provision.

    • This Agreement shall be governed by and interpreted under the laws of the State of Minnesota, United States of America, without respect to or application of its conflicts-of-laws provisions. The parties specifically disclaim application of the United Nations Convention on the International Sale of Goods.

    • If there are any disputes or conflicts related to or arising out of this Agreement, you and we shall use reasonable means to resolve the conflict prior to starting any lawsuits or other litigation, including negotiation between management personnel capable of resolving the conflicts. However, in the event either you or we should start any litigation arising out of this Agreement, you expressly agree that the litigation will take place exclusively in the state or federal courts located in Hennepin County, Minnesota, USA, and you expressly agree that any such court has personal jurisdiction over you. You waive all defenses of lack of personal jurisdiction and forum non-conveniens. Process may be served on either party in the manner authorized by applicable law or court rule.

    • This Agreement sets forth the entire understanding between you and us concerning the subject matter hereof, and any prior understandings, or understandings that are not expressly contained in this Agreement, shall have no effect as of the date this Agreement is effective.

    • The provisions of this Agreement shall not in any respect whatsoever be deemed to create a partnership, joint venture, or other business combination between you and us. Neither you nor we shall be obligated by any agreement, representation or warranty made by the other, nor shall you or we be obligated for damages to any person or organization for personal injuries or property damage directly or indirectly arising out of the conduct of the other party's business or caused by the other party's negligence, willful act, or failure to act. There are no third-party beneficiaries through you under this Agreement.

    • In the event any portion of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

    • The provisions of this Agreement which, by their terms, require performance after the termination of this Agreement, or have application to events that may occur after the termination of this Agreement, shall survive the termination of this Agreement.

    • This Agreement is written with titles and headings intended to provide a greater understanding of the terms of the Agreement. However, the titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify or impose any construction or meaning on any of the provisions of this Agreement.


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