This Agreement, made and entered by and between Effortless Ease Inc. ("EEINC" or "we"), a New Jersey Corporation, and you, the Reseller ("you" or "Reseller"), contains the complete terms and conditions that apply to your participation in the EEINC Reseller Program (the "Reseller Program" or "Program") with the intent to sell the product(s) found on the LoveRocker.com Website (the "Website") to your own retail customers.
1. Enrollment in the Program
You will submit a complete Reseller Program application from our Website. After we carefully review your application, we will notify you of your acceptance or rejection to the Program. We may reject your application (at our sole discretion) if we feel your site is unsuitable or inconsistent with the mission of EEINC. If your site is accepted, EEINC may terminate this Agreement anytime thereafter if your site is determined (at our sole discretion) to be unsuitable for the Program.
2. Promotion of Our Product(s)
Upon your acceptance as an Reseller, we will make available to you, via the Website, a variety of copyrighted graphic images and text, which, subject to the terms and conditions hereof, you may display as often and in as many areas of your site as you desire. The Images and Text will serve to identify your site as a Reseller and will enable you to sell our product(s) to your customers.
3. EEINC Agrees To:
Sell you its product(s) to you at the then current wholesale price corresponding to your inventory commitments and monthly volume.
Provide you secure access to our online Reseller order form to place drop-ship and standard orders on behalf of your own customers.
Ship our products to your customers in a timely basis provided that EEINC has inventory available and has received full payment using a valid credit card.
Provide online means to track the order status from our warehouse to your customer's residence.
Notify you if we will not be able to ship the order within the time period we provided at the time of the order.
Approve or reject applications within 72-hours of submission.
4. Reseller Agrees To:
Prominently display images and text of our product(s) on your site
Make no misleading or disparaging statements about our product, and to change any images and text regarding our product(s) that are deemed, at our sole discretion, to be inappropriate.
Sell each our product(s) at the suggested retail price found on our Website, unless you are carrying your own inventory, in which case, you may set any retail price you desire.
Pay for the product(s) and applicable shipping charges incurred on each order with a valid credit card held in the name of your company or one of its employees - not that of your retail customer.
Have sole responsibility for the development, operation, and maintenance of your site and for all the content of your site.
Ensure that the contents of your site are not illegal or promoting illegal activity, and do not contain or promote ANY FORM of child pornography, rape, bestiality, "snuff" films, or any other form of pornography not performed by consenting adults for pure entertainment purposes; and that your site does not infringe on the intellectual property or other rights of any person or entity of any kind. We disclaim all liability for all materials on your site.
Indemnify, defend, and hold us harmless from all claims, damages, and expenses relating to the development, operation, and contents of your site.
Make sure that your site does not copy or resemble the look and feel of our Website or create the impression that your site is our Website or a part of our Website.
You agree to reimburse EEINC in a timely manner for any and all charges resulting from credit card fraud, refusal of shipment, lost shipment, backorder cancellation, product returns, charge dispute, or any other reason for which EEINC was acting in good faith to complete the order, but was unable to do so.
Submit the URLs for all sites you plan to use to promote our Website via e-mail to reseller@loverocker.com, and to provide EEINC personnel with a temporary username and password to inspect your site to ensure that it is unsuitable or inconsistent with the mission of EEINC.
5. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to us without first submitting such material to us and receiving our consent.
6. Confidentiality
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning us or you, respectively, or any of our Resellers provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its Resellers.
7. Limitation of Liability
We will not be liable for personal, physical, indirect, special, or consequential damages, or any loss of revenue, profits, or data, arising in connection with this Agreement, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Reseller Program will not exceed the total amount you paid for the product or payable to you under this Agreement.
8. Limited License
We grant you a nonexclusive, nontransferable, revocable right to access our Website through the order entry page solely in accordance with the terms of this Agreement, for the sole purpose of placing orders on our Website on behalf of your retail customers. You are only entitled to offer to sell our product(s) and use the order entry page to the extent that you are a member in good standing of the Reseller Program. We may revoke your reseller license at anytime by giving you written notice, at the email address provided by you during registration to our Reseller Program.
9. Disclaimers
We make no express or implied warranties or representations with respect to our product(s), our Website or the Reseller Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of course of performance, dealing, or trade usage). In addition, we make no representation that the operation of our Website and warehouse will be uninterrupted, or error-free, and we will not be liable for the consequences of any interruptions or errors. Furthermore, while we do not store credit card numbers on our Website servers, we cannot guarantee that they will not be obtained by other means and used illegally, and thus we will not be liable for any losses resulting the illegitimate use of your credit card.
10. Termination
The terms of this Agreement will begin upon acceptance of your application. This Agreement shall commence on the date of approval of your Reseller Program application and shall continue thereafter in full force and effect until terminated at any time by either party by giving the other party written notice of termination. Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all images and text pertaining to our product(s), and all LoveRocker.com trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Reseller Program.
11. Modifications
We may modify any of the terms and conditions of this Agreement at any time. You will be notified by email, and a date of change notice will be posted on our Website. If the modifications are unacceptable to you, your only recourse is to terminate this Agreement. Your continued participation in this Reseller Program after a date of change notice has been posted will constitute binding acceptance of the change.
12. Anti-Spam Policy
Resellers will be removed from the Reseller Program and forfeit any pending commissions if they are caught spamming. Spamming is not allowed and will not be tolerated.
13. Independent Entity
You are an independent entity separate and apart from EEINC and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You must maintain your own product liability insurance, as EEINC will not accept any liability for injuries occurring to customers who purchased our products from your website. You will also be solely responsible for paying any and all tax liability that may result from the sale of our product(s) to consumers from your site. EEINC will not withhold any Federal, State, or Local taxes on your behalf, and will be reporting the orders you place as wholesale revenue to the appropriate government agencies each year.
14. Representations and Warranties
You hereby represent and warrant to us as follows:
This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms.
The development, operation, and contents of your site do not infringe upon the copyright, trademark, or any other right of any person or entity.
The contents of your site are not illegal or promoting illegal activity, and does not contain or promote ANY FORM of child pornography, rape, bestiality, "snuff" films, or any other form of pornography not performed by consenting adults for pure entertainment purposes; and that your site does not infringe on the intellectual property or other rights of any person or entity of any kind.
You understand that your failure to abide by these Representations and Warranties will obligate you to forfeit any unshipped merchandise and to be suspended as a reseller.
15. Independent Investigation
You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this Agreement or operate Websites that are similar to or compete with your site. You have independently evaluated the desirability of participating in the Reseller Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
16. Fraud
If you commit fraud or falsify information in connection with the placing of orders on the EEINC Website, this Agreement will be terminated immediately. In addition, you will be liable to EEINC for any and all damages that EEINC suffers as a result of such actions. We will not hesitate to pursue all legal causes of action against you to the fullest extent possible under the law.
17. Assignment
This Agreement and the rights and obligations hereunder may not be assigned by you without prior written consent of EEINC.
18. Reservation of Rights
EEINC may terminate this Agreement at any time if your site is determined (at our sole discretion) to be unsuitable for the Reseller Program, even if your site has not changed since the time that your Reseller Program application was accepted. EEINC may change its wholesale pricing and suggested retail pricing at anytime, and may terminate the Agreement if you don't match the new prices. EEINC also reserves the right to monitor Reseller Sites at any time to determine whether they are in compliance with this Agreement.
19. Governing Law
This Agreement will be governed by the laws of the United States and the State of New Jersey, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in Morristown or Newark, New Jersey, and you irrevocably consent to the jurisdiction of such courts. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
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