APPEARANCESDIRECTORY.COM - TERMS

HTTP://WWW.APPEARANCESDIRECTORY.COM

TERMS OF USE - CURRENT POLICIES

 

Last updated: December 12, 2013

Welcome to AppearancesDirectory.com.

PLEASE READ THESE TERMS OF USE ("AGREEMENT" OR "TERMS OF USE") CAREFULLY BEFORE USING THE WEBSITE AND SERVICES OFFERED BY AppearancesDirectory.COM. ("AppearancesDirectory"). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT HTTP://WWW.APPEARANCESDIRECTORY.COM (THE "SITE") AND ALL SERVICES PROVIDED BY AppearancesDirectory ON THE SITE (the “AppearancesDirectory Services”).

CONTENT

 

By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the "user" or "you") agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are vendors, customers, merchants, contributors of content, information and other materials or services on the Site.

If you have any questions, please refer to the Help section of the Site.

AppearancesDirectory IS A VENUE

AppearancesDirectory acts as a venue to learn everything you need or want to know about HAIR, SKIN, AND BEAUTY.  This site is dedicated to bringing you up-close-and-personal information about the latest beauty trends, products, treatments, services, and topics from top pros inside the industry.  Our goal is to educate you with clear explanations, not hype, through first-hand accounts, videos, articles, and blogs on both the established as well as the innovative now taking place in your own community as well as in the global marketplace.

It also allows consumers to search for a beauty-related business in any number of ways: category, specialty, zip code, area code, city, state, and allows users who comply with AppearancesDirectory's policies to offer, sell and buy certain goods within a fixed-price format.

AppearancesDirectory is not directly involved in the transaction between buyers and sellers. As a result, AppearancesDirectory has no control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to pay for items. AppearancesDirectory does not pre-screen users or the content or information provided by users. AppearancesDirectory cannot ensure that a buyer or seller will actually complete a transaction.

Consequently, AppearancesDirectory does not transfer legal ownership of items from the seller to the buyer.

You agree that AppearancesDirectory is a venue and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other users, or outside parties on AppearancesDirectory. You use the AppearancesDirectory service at your own risk.

MEMBERSHIP ELIGIBILITY

Age: AppearancesDirectory's services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. AppearancesDirectory may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.

Individuals under the age of 18 must at all times use AppearancesDirectory's services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.

Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. You are responsible for all applicable taxes. In addition, you must abide by AppearancesDirectory's policies as stated in the Agreement and on this Site as well as all other operating rules, policies and procedures that may be published from time to time on the Site by AppearancesDirectory, each of which is incorporated herein by reference.

In addition, some services offered through the Site may be subject to additional terms and conditions promulgated by AppearancesDirectory or its vendors from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.

Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify AppearancesDirectory of any unauthorized use of your password or any breach of security. You also agree that AppearancesDirectory cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than AppearancesDirectory without AppearancesDirectory's express written permission.

Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on AppearancesDirectory you must provide and maintain valid payment information such as valid credit card information or a valid PayPal account.

Account Transfer: You may not transfer or sell your AppearancesDirectory account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

Right to Refuse Service: AppearancesDirectory's services are not available to temporarily or indefinitely suspended AppearancesDirectory members. AppearancesDirectory reserves the right, in AppearancesDirectory's sole discretion, to cancel unconfirmed or inactive accounts. AppearancesDirectory reserves the right to refuse service to anyone, for any reason, at any time.

Fees and Billing

Vendors may list items to be sold by AppearancesDirectory to customers.  Joining and setting up a shop on AppearancesDirectory is free.  AppearancesDirectory is compensated for such service pursuant to a separate agreement with the Vendor and AppearancesDirectory's Fees Policy, and only receives commissions for items sold.

LISTING AND SELLING

Listing Description: All listings on AppearancesDirectory must be for sale. By listing an item on the Site you warrant that you and all aspects of the item comply with AppearancesDirectory's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your AppearancesDirectory products section. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. Each unique item must have its own listing.

Shop Policies: All sellers are urged to outline shop policies for their AppearancesDirectory shop. These policies may include, for example, shipping, returns, payment and selling policies. Sellers must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with AppearancesDirectory's site-wide policies. Vendors are responsible for enforcing their own reasonable shop policies. AppearancesDirectory reserves the right to request that a seller modify a shop policy.

Binding Sale: Vendors are responsible for accurately listing their items, and buyers are responsible for reading the description of items before making a purchase. All sales are binding. The vendor is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance, such as: (a) the buyer fails to meet the terms of the vendor’s listing (such as payment method), or (b) AppearancesDirectory and/or the vendor cannot authenticate the buyer's identity. The buyer is obligated to deliver appropriate payment for items purchased, unless there is an exceptional circumstance.

Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Vendors may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Vendors may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding AppearancesDirectory transaction fees, misrepresent the item's location, or use another user's account without permission.

PROHIBITED, QUESTIONABLE AND INFRINGING ITEMS AND ACTIVITIES

You are solely responsible for your conduct and activities on and regarding to AppearancesDirectory and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post, and display on AppearancesDirectory.

Restricted Activities: Your Content and your use of AppearancesDirectory shall not:

    Be false, inaccurate or misleading

    Be fraudulent or involve the sale of illegal, counterfeit or stolen items

    Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy

    Violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)

    Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall

    Be defamatory, trade libelous, unlawfully threatening, unlawfully harassing, impersonate or intimidate any person (including AppearancesDirectory staff or other users), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device

    Interfere with a vendor’s business or shop

    Take any action that may undermine online reviews or feedback

    Be obscene or contain child pornography

    Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information

    Host images not part of a listing

    Modify, adapt or hack AppearancesDirectory or modify another website so as to falsely imply that it is associated with AppearancesDirectory;

    Appear to create liability for AppearancesDirectory or cause AppearancesDirectory to lose (in whole or in part) the services of AppearancesDirectory's ISPs or other suppliers

    Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, the Privacy Policy, or other policy documents as posted on AppearancesDirectory.

Furthermore, you may not list any item on AppearancesDirectory (or consummate any transaction that was initiated using AppearancesDirectory's service) that, by consummating a sale, could cause AppearancesDirectory to violate any applicable law, statute, ordinance or regulation, or that violates the Terms of Use.

CONTENT

License: AppearancesDirectory does not claim ownership rights in your Content. You grant AppearancesDirectory a license solely to enable AppearancesDirectory to use any information or Content you supply AppearancesDirectory with, so that AppearancesDirectory is not violating any rights you might have in that Content. You grant AppearancesDirectory a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the Content, in any media now known or not currently known, with respect to your Content. You agree to allow AppearancesDirectory to store or re-format your Content on AppearancesDirectory and display your Content on AppearancesDirectory in any way as AppearancesDirectory chooses. AppearancesDirectory will only use personal information in accordance with AppearancesDirectory's Privacy Policy.

As part of a transaction, you may obtain personal information, including email address and shipping information, from another AppearancesDirectory user. Without obtaining prior permission from the other user, this personal information shall only be used for that transaction or for AppearancesDirectory-related communications. AppearancesDirectory has not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any AppearancesDirectory user to your email or physical mail list. For more information, see AppearancesDirectory's Privacy Policy.

Re-Posting Content: By posting Content on AppearancesDirectory, it is possible for an outside website or a third party to re-post that Content. You agree to hold AppearancesDirectory harmless for any dispute concerning this use.

Idea Submissions: AppearancesDirectory considers any unsolicited suggestions, ideas, proposals or other material submitted to it by users via the Site or otherwise (other than the Content and the tangible items sold on the Site by users) (collectively, the "Material") to be non-confidential and non-proprietary, and AppearancesDirectory shall not be liable for the disclosure or use of such Material. If, at AppearancesDirectory's request, any member sends Material to improve the site (for example through the Forums or to customer support), AppearancesDirectory will also consider that Material to be non-confidential and non-proprietary and AppearancesDirectory will not be liable for use or disclosure of the Material. Any communication by you to AppearancesDirectory is subject to this Agreement. You hereby grant and agree to grant AppearancesDirectory, under all of your rights in the Material, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to incorporate, use, publish and exploit such Material for any purpose whatsoever, commercial or otherwise, including but not limited to incorporating it in the API, documentation, or any product or service, without compensation or accounting to you and without further recourse by you.

Site:  This Site also contains content that is copyrighted by AppearancesDirectory and/or its licensees, and may not be used without AppearancesDirectory's and/or its licensees prior express written permission, unless otherwise permitted in the Agreement. 

INFORMATION CONTROL

AppearancesDirectory does not control the Content provided by users that is made available on AppearancesDirectory. You may find some Content to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.

Additionally, there may also be risks dealing with international trade and foreign nationals. By using AppearancesDirectory, you agree to accept such risks and that AppearancesDirectory (and AppearancesDirectory's officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on AppearancesDirectory. Please use caution, common sense, and practice safe buying and selling when using AppearancesDirectory.

Other Resources: AppearancesDirectory is not responsible for the availability of outside websites or resources linked to or referenced on the Site. AppearancesDirectory does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that AppearancesDirectory 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 the use of or reliance on any such content, goods or services available on or through any such websites or resources.

RESOLUTION OF DISPUTES AND RELEASE

Disputes with AppearancesDirectory: In the event a dispute arises between you and AppearancesDirectory, please contact AppearancesDirectory. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration in New York County, New York, using the English language, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes.  The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of this Agreement, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Site is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section. You and AppearancesDirectory agree that any cause of action arising out of or related to the Site (including, but not limited to, any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Abuse

In the event that you feel that AppearancesDirectory is being used inappropriately by another user, you may report this activity at abuse@AppearancesDirectory.com for review by AppearancesDirectory.  You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable. 

You release AppearancesDirectory (and AppearancesDirectory's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with disputes with one or more users, Buyers/Sellers, or an outside party.

Disputes Between Sellers and Buyers: To the extent an issue arises with a Buyer or a Seller, Buyers and Sellers may communicate directly to resolve the issue via AppearancesDirectory’s Buyer/Seller Portal. 

AppearancesDirectory'S INTELLECTUAL PROPERTY

AppearancesDirectory, and certain other AppearancesDirectory graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of AppearancesDirectory, Inc. in the U.S., or are licensed from third parties.  These trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion.

ACCESS AND INTERFERENCE

AppearancesDirectory may contain robot exclusion headers which contain internal rules for software usage. Much of the information on AppearancesDirectory is updated on a real-time basis and is proprietary or is licensed to AppearancesDirectory by AppearancesDirectory's users or third-parties. You agree that you will not use any robot, spider, scraper or other automated means to access AppearancesDirectory for any purpose whatsoever, except to the extent expressly permitted by and in compliance with AppearancesDirectory's Terms of Use or otherwise without AppearancesDirectory's prior express written permission. Additionally, you agree that you will not:

    Take any action that imposes, or may impose, in AppearancesDirectory's sole discretion, an unreasonable or disproportionately large load on AppearancesDirectory's infrastructure

    Copy, reproduce, modify, create derivative works from, distribute or publicly display any user Content (except for your Content) or other allowed uses as set out on our Site from the Site except to the extent expressly permitted by and in compliance with AppearancesDirectory's Terms of Use or otherwise without the prior express written permission of AppearancesDirectory and the appropriate third party, as applicable

    Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site

    Bypass AppearancesDirectory's robot exclusion headers or other measures AppearancesDirectory may use to prevent or restrict access to AppearancesDirectory

BREACH

Without limiting any other remedies, AppearancesDirectory may, without notice, and without refunding any fees, delay or immediately remove Content, warn AppearancesDirectory's community of a user's actions, issue a warning to a user, temporarily suspend a user, temporarily or indefinitely suspend a user's account privileges, terminate a user's account, prohibit access to the Site, and take technical and legal steps to keep a user off the Site and refuse to provide services to a user if any of the following apply:

AppearancesDirectory suspects (by information, investigation, conviction, settlement, insurance or escrow investigation, or otherwise) a user has breached this Agreement, the Privacy Policy, or other policy documents and community guidelines incorporated herein; AppearancesDirectory is unable to verify or authenticate any of your personal information or Content; or AppearancesDirectory believes that a user is acting inconsistently with the letter or spirit of AppearancesDirectory's policies, has engaged in improper or fraudulent activity in connection with AppearancesDirectory or the actions may cause legal liability or financial loss to AppearancesDirectory's users or to AppearancesDirectory.

PRIVACY

Except as provided in AppearancesDirectory's Privacy Policy AppearancesDirectory will not sell or disclose your personal information (as defined in the Privacy Policy) to third parties without your explicit consent. AppearancesDirectory stores and processes Content on computers located in the United States that are protected by physical as well as technological security.

NO WARRANTY

AppearancesDirectory, AppearancesDirectory'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND AppearancesDirectory'S SUPPLIERS PROVIDE AppearancesDirectory'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. AppearancesDirectory, AppearancesDirectory'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND AppearancesDirectory'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM AppearancesDirectory SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

LIABILITY LIMIT

IN NO EVENT SHALL AppearancesDirectory, AND (AS APPLICABLE) AppearancesDirectory'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR AppearancesDirectory'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, AppearancesDirectory'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.

AppearancesDirectory'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF AppearancesDirectory'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO AppearancesDirectory IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

INDEMNITY

YOU AGREE TO INDEMNIFY AND HOLD AppearancesDirectory AND (AS APPLICABLE) AppearancesDirectory'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

NO GUARANTEE

AppearancesDirectory does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside AppearancesDirectory's control.

LEGAL COMPLIANCE; TAXES

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Site and any AppearancesDirectory service and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make on the Site (excluding any taxes on AppearancesDirectory's net income).

SEVERABILITY

If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.

NO AGENCY

You and AppearancesDirectory are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

AppearancesDirectory SERVICE

AppearancesDirectory reserves the right to modify or terminate the AppearancesDirectory service for any reason, without notice, at any time. AppearancesDirectory reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently. If AppearancesDirectory makes a material change AppearancesDirectory will notify you here, by email, by means of a notice on our home page, or other places AppearancesDirectory deems appropriate. What constitutes a "material change" will be determined at AppearancesDirectory's sole discretion, in good faith, and using common sense and reasonable judgment.

CHOICE OF LAW

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New York, excluding its conflicts of laws rules, and the United States of America.

SURVIVAL

The Sections entitled Fees and Services; Fees and Termination, Content, License; Information Control; Resolution of Dispute and Release; AppearancesDirectory's Intellectual Property; Access and Interference; Breach; Privacy; No Warranty; Liability Limit; Indemnity; No Guaranty; Severability; No Agency; and Choice of Law shall survive any termination or expiration of this Agreement.

Notices

Except as explicitly stated otherwise, any notices shall be given by postal mail to AppearancesDirectory; Attn: Legal Department; 150 East 39th Street, Suite 102, New York, NY 10016 (in the case of AppearancesDirectory) or, in your case, to the email address you provide to AppearancesDirectory (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, AppearancesDirectory may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to AppearancesDirectory. In such case, notice shall be deemed given three days after the date of mailing.

For issues with intellectual property, please provide the notice as specified in AppearancesDirectory's Copyright and Intellectual Property Policy.

OUR ADDRESS

AppearancesDirectory.com

150 East 39th Street, Suite 102,

New York, NY 10016

http://www.AppearancesDirectory.com

AppearancesDirectory'S COPYRIGHT AND INTELLECTUAL PROPERTY POLICY
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

If you believe that your work has been copied in a way that constitutes copyright infringement, please submit your complaint by emailing legal@AppearancesDirectory.com. We respond quickly to the concerns of rights owners about any alleged infringement.

Please provide us with this information:

    A physical signature of the person authorized to act on behalf of the owner of the copyright interest;

    A description of the copyrighted work that you claim has been infringed upon;

    A description of where the material that you claim is infringing is located on the site;

    Your address, telephone number, and e-mail address;

    A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

    A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

AppearancesDirectory's Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

    Copyright Agent/AppearancesDirectory Legal Department

    phone: 914-222-4231

    fax: 212-265-5652

    e-mail: legal@AppearancesDirectory.com

Please note that this procedure is exclusively for notifying AppearancesDirectory that your copyrighted material has been infringed.

ELECTRONIC COMMUNICATIONS

When you use any AppearancesDirectory Service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site or through the other AppearancesDirectory Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

Visitors may post reviews, comments, photos, and other content; other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam." You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. AppearancesDirectory reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

If you do post content or submit material, and unless we indicate otherwise, you grant AppearancesDirectory a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant AppearancesDirectory and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify AppearancesDirectory for all claims resulting from content you supply. AppearancesDirectory has the right but not the obligation to monitor and edit or remove any activity or content. AppearancesDirectory takes no responsibility and assumes no liability for any content posted by you or any third party.

OTHER BUSINESSES

Parties other than AppearancesDirectory, including vendors or other third parties that AppearancesDirectory does business with, provide services, or sell product lines on this site. In addition, we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Web sites. AppearancesDirectory does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

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AppearancesDirectory.com  -  Marketplace Buyer’s Agreement

PLEASE READ THIS MARKETPLACE BUYER’S AGREEMENT CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO ACCESS AND USE THE MARKETPLACE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE MARKETPLACE.

Marketplace Buyer Agreement

This Marketplace Buyer Agreement governs any purchases you make through the AppearancesDirectory.com Shopping Marketplace. PLEASE READ THIS MARKETPLACE BUYER AGREEMENT CAREFULLY.

Agreement to AppearancesDirectory.com Shopping’s Terms of Use and Privacy Policy.
The terms of this Marketplace Buyer Agreement are in addition to and supplement AppearancesDirectory.com Shopping’s Terms of Use and Privacy Policy (collectively, the “Terms & Policies”) that you agreed to upon creating your My Account. By clicking below to enter this Marketplace Buyer Agreement, you also reaffirm your agreement to abide by the Terms and Policies.

Making Marketplace Purchases.
AppearancesDirectory.com Shopping (“Hairdirectory”) provides the Marketplace as a location for buyers to locate and purchase new and used products from sellers that are independent of Hairdirectory. When you make a purchase through the Marketplace, you are purchasing the product from the independent seller and not from Hairdirectory. You agree that Hairdirectory is not an agent for you or for the seller and has no authority to act on your or on a seller’s behalf. Hairdirectory reserves the right to change any of the terms and conditions contained in this Marketplace Buyer Agreement, the Terms & Policies or any other policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Buyer Agreement or such policies and rules on the Hairdirectory site. Material changes to the Marketplace Buyer Agreement shall be accompanied with a 30 day notice on the Marketplace area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Marketplace Buyer Agreement. YOUR CONTINUED USE OF THE MARKETPLACE FOLLOWING ANY SUCH REVISIONS TO THE MARKETPLACE BUYER AGREEMENT OR SUCH POLICIES AND RULES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY SUCH CHANGES, DO NOT CONTINUE TO USE THE MARKETPLACE AND ASSOCIATED SERVICES.

Shipment.
Shipment of the products you purchase in the Marketplace are made by the seller and not Hairdirectory. You agree that Hairdirectory has no obligation to ship to you any product you purchase in the Marketplace. You agree that Hairdirectory may provide to the seller your shipping address for shipment of the products you purchase. You agree to pay the shipping charges in full for any product that you purchase.

Privacy.
YOU ACKNOWLEDGE, CONSENT AND AGREE THAT HAIRDIRECTORY SHALL PROVIDE SELLERS WITH INFORMATION THAT IS REASONABLY NECESSARY FOR SELLERS TO SHIP THE PRODUCT(S) TO YOU AND TO COMMUNICATE WITH YOU REGARDING SUCH SHIPMENT AND ANY ISSUES THAT MAY ARISE IN CONNECTION WITH YOUR PURCHASE. THIS INFORMATION INCLUDES, BUT IS NOT LIMITED TO, YOUR "SHIP TO" INFORMATION AND YOUR EMAIL ADDRESS. YOU HEREBY AGREE THAT HAIRDIRECTORY SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY WITH RESPECT TO THE DISCLOSURE OF SUCH INFORMATION TO, OR ANY COLLECTION, USE OR DISCLOSURE OF SUCH INFORMATION BY, ANY SELLER. You may receive access to certain information concerning other Marketplace users when you use the Marketplace. You hereby represent, warrant and agree (a) not to use any information regarding other Marketplace users which is accessible from the Marketplace or that may be disclosed to you by Hairdirectory, except to enter and complete transactions, and (b) not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Hairdirectory deems unacceptable or objectionable.

Payment.
When you make a purchase through the Marketplace, you pay the seller through your My Account using a valid credit card issued to you or by using credit in your My Account obtained through a gift certificate. Your credit card will be charged at the time of purchase.  You hereby authorize Hairdirectory to charge your credit card account(s) for any amount that you may owe Hairdirectory or the seller. In addition, Hairdirectory may also set off any amounts that you owe to Hairdirectory or the seller against any amounts owed to you by Hairdirectory or the seller. IN FACILITATING YOUR PAYMENT TO THE SELLER, HAIRDIRECTORY DOES NOT PROVIDE YOUR CREDIT CARD INFORMATION TO THE SELLER.

Taxes.
You agree that you and seller are responsible for determining the amount of sales, use or other taxes that you may owe as a result of your Marketplace purchase. Seller is responsible to collect, report and remit any sales, use or other taxes required under applicable law. You agree (a) that Hairdirectory has NO responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your purchase, and (b) to fully indemnify, defend and hold Hairdirectory harmless from any and all claims, demands, damages, awards, fines, costs, expenses and liability in any way associated with foregoing.

Changing or Cancelling Marketplace Orders.
Once you have placed an order for a product in the Marketplace, seller will be handling all aspects of the order process. Hairdirectory will not change or cancel any order made by you, including any change to shipping or billing information. You will need to contact the seller for any changes or cancellations that you wish to make to your order. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.

Marketplace Customer Service.
Other than to verify that payment to the seller through your My Account was completed, Hairdirectory does not provide any customer support for any purchase you make through the marketplace, and you agree that Hairdirectory is not responsible to provide any such support. If you have any questions about the product you purchased or your shipment you must contact the seller of your product directly for any customer support that you need. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.

Marketplace Returns.
You may not make any returns to Hairdirectory of products you purchase in the Marketplace. You must contact the seller for any product returns that you wish to make. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order.

Marketplace Feedback.
You agree that feedback you provide concerning Marketplace sellers will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property, or other rights of any third party. You agree that Hairdirectory may publicly post your feedback without any payment or other obligation to you. You agree that Hairdirectory may edit your feedback in any way that Hairdirectory sees fit and that Hairdirectory may remove your feedback at any time. Once you have submitted feedback, it may not be altered by you.

Use of Marketplace.
You hereby represent and warrant that your use of the Marketplace will comply with applicable laws, ordinances and regulations. Hairdirectory may exclude any buyer, including you, from making purchases in the Marketplace at any time and for any reason.

Dispute Resolution Steps, Claim Process, and Refunds.
If you do not receive your product or you have received a product that is defective, damaged, or that does not match the description contained in the Marketplace, you must contact the seller directly to attempt to resolve the problem. The seller’s contact information can be found in your order detail located in your My Account or in the email we sent to you confirming your order. Hairdirectory will not mediate, disputes, or resolve the matter on your behalf. If the seller does not respond to you or does not reasonably address the problem, you can submit a claim through our claim process to assist you.

Claim forms are available in your My Account area. You agree that Hairdirectory may research your claim, may contact the seller concerning your claim and that Hairdirectory’s decision concerning the claim is final and binding. Any applicable refund, either agreed by the seller or Hairdirectory, will be made to the credit card on which you made your purchase. Without limiting any of its rights or remedies, if Hairdirectory determines that you have directly or indirectly attempted or committed fraud activity with respect to the claim process, Hairdirectory may immediately suspend or terminate your account and charge your credit card on file to recover any damages and costs incurred in connection with such fraudulent activity. In addition, any such fraudulent activity is a criminal offense and violators will be prosecuted to the fullest extent of the law.

HAIRDIRECTORY IS NOT THE SELLER/MERCHANT OF ANY OF THE GOODS OR SERVICES ON THE MARKETPLACE. HAIRDIRECTORY HAS INSTITUTED A CLAIM PROCESS TO ASSIST YOU WITH CLAIMS THAT YOU MAY HAVE WITH THE SELLER. BECAUSE THE MARKETPLACE ALLOWS YOU TO MAKE THE PURCHASE THROUGH THE HAIRDIRECTORY SHOPPING CART WITHOUT YOU HAVING TO PASS YOUR CREDIT CARD TO THE SELLER, HAIRDIRECTORY CHARGES YOUR CREDIT CARD FOR THE SALE. ANY DISPUTE BROUGHT BY YOU THROUGH YOUR CREDIT CARD COMPANY AFFECTS HAIRDIRECTORY RATHER THAN THE SELLER. THEREFORE, YOU CANNOT SUBMIT A CLAIM IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGE. IN ADDITION, HAIRDIRECTORY MAY PREVENT FURTHER PURCHASES BY YOU THROUGH THE MARKETPLACE IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGES MADE THROUGH THE MARETPLACE.

Indemnity.
You agree to indemnify, defend and hold harmless Hairdirectory and its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and employees from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or related to your violation of any provision of this Marketplace Buyer Agreement, or your violation of any law, regulation or third-party right.

RELEASE.
IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, OR BETWEEN YOU AND A SELLER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, YOU HEREBY RELEASE HAIRDIRECTORY AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, SELLERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.

YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU EXECUTE THIS AGREEMENT. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]” WARRANTY DISCLAIMER. THE HAIRDIRECTORY MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED ”AS IS.“ HAIRDIRECTORY EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE HAIRDIRECTORY MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION.

LIMITATION OF LIABILITY.
THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE HAIRDIRECTORY MARKETPLACE, THE USE OF ANY PRODUCTS AND/OR SERVICES OFFERED ON OR IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH YOU. IN NO EVENT SHALL HAIRDIRECTORY OR ITS LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE BUYER AGREEMENT, YOUR USE OF THE HAIRDIRECTORY MARKETPLACE OR THE USE OF OR INABILITY TO USE ANY PRODUCTS, SERVICES, AND/OR CONTENT OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE HAIRDIRECTORY MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT OBTAINED THROUGH THE HAIRDIRECTORY MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE HAIRDIRECTORY MARKETPLACE OR THE HAIRDIRECTORY SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF HAIRDIRECTORY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE BUYER AGREEMENT, THE MAXIMUM LIABILITY THAT HAIRDIRECTORY SHALL HAVE IS LIMITED TO ANY COMMISSIONS ACTUALLY RECEIVED BY HAIRDIRECTORY IN CONNECTION WITH ANY PURCHASE(S) MADE BY YOU FROM A SELLER THROUGH THE MARKETPLACE. ORDER INFORMATION SUCH AS BILLING OR SHIPPING ADDRESS THAT IS INACCURATE OR INCOMPLETE MAY RESULT IN DELAYS THAT SHALL NOT BE THE RESPONSIBILITY OF HAIRDIRECTORY. YOU ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE BUYER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

General.
No delay or failure by Hairdirectory to take action under this Marketplace Buyer Agreement shall constitute any waiver by Hairdirectory of any provision of this Marketplace Buyer Agreement. If any provision of this Marketplace Buyer Agreement is invalid or unenforceable under applicable law, it is, to that extent, deemed enforceable to the fullest extent possible (and severable in the event such provision is completely unenforceable) and the remaining provisions of this Marketplace Buyer Agreement will continue in full force and effect. This Marketplace Buyer Agreement will bind and inure to the benefit of Hairdirectory’s successors and assigns. Any claim under this Marketplace Buyer Agreement must be brought within one (1) year after the cause of action arises. This Marketplace Buyer Agreement shall be governed by the laws of the State of New York without regard to or application of any conflict of laws provisions. You agree that the sole and exclusive venue and jurisdiction for any action arising out of this Marketplace Buyer Agreement shall be the state and federal courts sitting in New York County, in the State of New York. This Marketplace Buyer Agreement is personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate this Marketplace Buyer Agreement shall be null and void. Hairdirectory may freely assign this Marketplace Buyer Agreement without consent or notice. This Marketplace Buyer Agreement constitutes the complete and exclusive agreement between Hairdirectory and you with respect to the subject matter hereof and supersedes all prior oral or written understandings, communications or agreements not specifically incorporated herein.

CLASS ACTION WAIVER
Any action arising out of this agreement must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. No Court or arbitrator shall have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS UNDER THIS AGREEMENT DECIDED INDIVIDUALLY.

Marketplace Seller’s Agreement

PLEASE READ THIS MARKETPLACE SHOP OWNER AGREEMENT CAREFULLY. YOU MUST AGREE TO THESE TERMS IN ORDER TO ACCESS AND USE THE MARKETPLACE. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE MARKETPLACE.

AppearancesDirectory.com reserves the right to change any of the terms and conditions contained in this Marketplace Shop Owner Agreement or any policies or rules governing the Marketplace at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Marketplace Shop Owner Agreement or such policies and rules on the AppearancesDirectory.com Shopping site. Material changes to the Marketplace Shop Owner Agreement shall be accompanied with a 30 day notice on the Marketplace area of the Site, and you are solely responsible for reviewing any such notice and the corresponding changes to the Marketplace Shop Owner Agreement.

AppearancesDirectory.com Shopping Marketplace Shop Owner Agreement

This Marketplace Shop Owner Agreement ("Agreement") is made effective upon Shop Owner's acceptance of "Agree To Terms" in Store Configuration Section ("Effective Date") by and between AppearancesDirectory.com Inc., a New York corporation, dba AppearancesDirectory.com, having a place of business at 150 East 39th Street, New York, NY 10016, and Shop Owner ("Shop Owner"). Party or Parties will mean, individually, AppearancesDirectory.com Shopping or Shop Owner as the context requires and, together, AppearancesDirectory.com Shopping and Shop Owner. This Agreement (and any Exhibits hereto) constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all prior agreements between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.

Recitals

Whereas, Shop Owner is in the business of selling consumer and business products ("Products");

Whereas, AppearancesDirectory.com provides a platform for select third party shop owners, to sell their products on the AppearancesDirectory.com website ("the Site") pursuant to its Marketplace program ("Marketplace Program");

Whereas, Shop Owner desires to offer certain products for sale through the Site; and

Whereas, AppearancesDirectory.com Shopping and Shop Owner desire to set forth in this Agreement the terms and conditions that will govern Shop Owner's offer and sale of Products on the Site in connection with the Marketplace Program.

Now, therefore, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Definitions

For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined herein, will have the meanings specified below:

"Affiliate" will mean any business that directly or indirectly is controlled by or is under common control with AppearancesDirectory.com Inc.

"Claims(s)" will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.

"Intellectual Property" means any trademark, trade name, service mark, copyright, patent, logo, moral right, trade secret and any other intellectual property right arising under any Law and all ancillary and related rights, including all rights of registration and renewal and causes of action for misappropriation, infringement or violation of any of the foregoing.

"Law" shall mean any law, ordinance, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.

"Losses" shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs.

"Shop Owner Content" shall mean all images, product information and content including without limitation, the product data, (i) provided by Shop Owner to AppearancesDirectory.com Shopping or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Shop Owner to Customer on the AppearancesDirectory.com Shopping Site (e.g. through Shop Owner's distribution or hosting of such images, content or information).

2. Agreement to AppearancesDirectory.com Shopping's Terms of Use and Privacy Policy

The terms of this Marketplace Shop Owner Agreement are in addition to and supplement AppearancesDirectory.com Shopping's Terms of Use and Privacy Policy posted on the AppearancesDirectory.com website. By entering this Marketplace Shop Owner Agreement, you also affirm your agreement to abide by AppearancesDirectory.com Shopping's Terms of Use and Privacy Policy. AppearancesDirectory.com reserves the right to change any of the terms and conditions contained within the posted Terms of Use and Privacy Policy, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of the AppearancesDirectory.com Shopping site and the Marketplace Program following AppearancesDirectory.com Shopping's posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes in the Terms of Use or Privacy Policy, do not continue to use the services or AppearancesDirectory.com Shopping Site.

3. Shop Owner's Content License Grant

3.1 License for Content. By entering into this Agreement and listing an item, Shop Owner grants, as well as represents and warrants that it has the right to grant to AppearancesDirectory.com and its Affiliates a royalty-free, non-exclusive, worldwide, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Shop Owner Content throughout the AppearancesDirectory.com Site and all Affiliate properties and on those marketplaces that AppearancesDirectory.com participates.

3.2 License for Marks. Shop Owner hereby grants AppearancesDirectory.com Shopping and its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Shop Owner's name, trademarks, service marks and logos ("Shop Owner's Marks") during the Term in connection with the Marketplace Program.

4. Product Information and Other Content

4.1 Content. Shop Owner agrees and warrants that any and all Shop Owner Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any law, statute, ordinance or regulation; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for AppearancesDirectory.com Shopping. Shop Owner agrees that any and all Shop Owner Content may be publically displayed by AppearancesDirectory.com Shopping as AppearancesDirectory.com sees fit and at no charge to AppearancesDirectory.com Shopping. Shop Owner will only provide content for Products that fit into the categories or parameters approved in writing by AppearancesDirectory.com. Shop Owner may provide AppearancesDirectory.com with Content for Products in additional categories or parameters only upon the prior written consent of AppearancesDirectory.com (which, in this case, may be given by email). At its request, AppearancesDirectory.com will have the option to review Shop Owner's complete product catalog on a regular basis and in a mutually agreed upon format in order to review assortment decisions. If Shop Owner receives Customer ratings or reviews for its Products directly or through third parties, then AppearancesDirectory.com and Shop Owner may mutually agree to have Shop Owner provide such ratings and reviews to AppearancesDirectory.com Shopping as part of the Content. AppearancesDirectory.com Shopping will not have any responsibility for or liability with respect to Shop Owner's Content.

4.2 Excluded Products. You hereby represent and warrant that you will not list, offer or sell products that: (a) are stolen or counterfeit; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) you do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any law, statute, ordinance or regulation (such as those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; and/or (g) create liability for AppearancesDirectory.com. If Shop Owner is restricted from selling certain Products on the AppearancesDirectory.com Shopping Site due to supplier brand restrictions or if Shop Owner is not an authorized reseller for any Product, Shop Owner will withhold such Products from the assortment it provides AppearancesDirectory.com provided that it will promptly notify AppearancesDirectory.com in writing of such removal. Prior to launch and upon AppearancesDirectory.com request, Shop Owner will provide AppearancesDirectory.com Shopping with a list of all Products that will be excluded from the Item File at launch and specify why each Product is being excluded.

5. Product Authenticity and Safety

5.1 Authenticity / Authorization. All products sold through the Marketplace Program will be received by Shop Owner directly from the brand owner or from an authorized supplier of the brand owner, and Shop Owner must be an authorized reseller of the Products. Shop Owner will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. Upon AppearancesDirectory.com’s request, Shop Owner will promptly provide AppearancesDirectory.com with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that Shop Owner is permitted to sell specific brands or Products through the AppearancesDirectory.com site.

5.2 Safety, Testing and Certification. Shop Owner will comply with, and ensure that all Products comply with all product safety, testing and certification requirements under applicable Law, including without limitation, the Consumer Product Safety Act, as amended, the Consumer Product Safety Improvement Act of 2008, as may be amended from time to time, the Federal Hazardous Substances Act, as may be amended from time to time, and all other Law under the jurisdiction of the Consumer Product Safety Commission ("CPSC"). Shop Owner will obtain copies of General Certificate of Conformity (“GCC”) from its suppliers or manufacturers for all Products for which a GCC is required under applicable Law. Shop Owner will promptly notify AppearancesDirectory.com in writing of all warnings, disclaimers or any other similar notices required by applicable Laws to be posted with respect to Products.

5.3 Certifications. Shop Owner shall provide AppearancesDirectory.com with written certification from an officer of Shop Owner stating that Shop Owner has complied with any of Shop Owner's obligations under this Agreement, including, for example and without limitation, compliance with consumer product safety laws, authenticity of Products, or restrictions on use of Transaction Information.

6. Fees, Commissions & Distribution of Funds

6.1 Commission Fees. When Shop Owner sells a Product through the AppearancesDirectory.com Site, AppearancesDirectory.com shall earn a commission fee ("Commission Fee") equal to a per item fee of $1 plus a percentage of Sales Proceeds equal to 12%. The Commission Fee (including per item fee and percentage rates) are set forth in Shop Owner's Store Settings – accessible through Shop Owner’s Store Configuration. "Sales Proceeds" shall mean the gross sales proceeds from the sale of the Products, including all shipping and handling, gift wrap and other charges with respect thereto, but excluding any taxes separately stated and charged.

6.2 Shop Owner Payment. Commission fees and other amounts owed to AppearancesDirectory.com will be deducted from the amounts received from Customers for the purchase of Shop Owner's Products through the AppearancesDirectory.com Site (such resulting amount, "Shop Owner Payment"), and AppearancesDirectory.com shall have no obligation to make any Shop Owner Payment to Shop Owner with respect to any Products, unless and until AppearancesDirectory.com actually receives payment from such customer. Biweekly,AppearancesDirectory.com shall issue to you the owed Shop Owner Payment associated with amounts received by AppearancesDirectory.com from purchases previously made from and fulfilled by you through the Marketplace. Shop Owner Payments shall be made to the U.S. bank account that you designate to receive payment or in such other manner selected by AppearancesDirectory.com such as by paper check or wire transfer.

6.3 Transaction Limits. AppearancesDirectory.com may set transaction limits on any Shop Owner and will not be liable to Shop Owner for blocking or otherwise refusing to proceed with any transaction. AppearancesDirectory.com also reserves the right to withhold the payment of funds to you or to return funds to the buyer if we are currently investigating any claim or any suspected or alleged wrongful conduct by you or any violation of this Marketplace Shop Owner Agreement, and you agree that AppearancesDirectory.com will not be liable to you for any such amounts. Upon any termination or suspension of your account, AppearancesDirectory.com may hold all Shop Owner Payments for ninety (90) days to allow for Marketplace Guarantee Claims and for the settlement of all amounts owed to AppearancesDirectory.com.

7. Purchase/Order Processing, Fulfillment and Shipping

7.1 Orders. Shop Owner will be the Shop Owner of record. Customers purchasing Products through the AppearancesDirectory.com Shopping Site (each a "Customer" and together "Customers") will place orders using the AppearancesDirectory.com Shopping checkout system and AppearancesDirectory.com will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Shop Owner to AppearancesDirectory.com. The Customer is the Buyer or Purchaser of Record. AppearancesDirectory.com will electronically transmit to Shop Owner the order information (e.g. Customer name, shipping address, and anonymized email) ("Transaction Information") that AppearancesDirectory.com determines Shop Owner needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. AppearancesDirectory.com will send an automated email message to each Customer confirming receipt of an Order. Shop Owner will provide AppearancesDirectory.com Shopping with Shop Owner's Customer service contact information which AppearancesDirectory.com Shopping may include in such confirmation email and/or on the AppearancesDirectory.com Shopping website.

7.2 Risk of Fraud and Loss. AppearancesDirectory.com will bear the risk of credit card fraud chargebacks occurring in connection with any order and Shop Owner will bear all other risk of fraud or loss and all costs related thereto. Notwithstanding the foregoing, AppearancesDirectory.com will not bear the risk of credit card fraud in connection with any Product that is not shipped by Shop Owner to the shipping address specified in the Transaction Information provided by AppearancesDirectory.com Shopping, and the Parties agree Shop Owner will be responsible for all costs related to such credit card fraud under such circumstances, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which Shop Owner bears the risk, AppearancesDirectory.com will offset such chargeback amounts against amounts otherwise owed Shop Owner, or send Shop Owner an invoice and Shop Owner will pay such invoice within thirty (30) days of receipt.

7.3 Fulfillment of Orders. (a) Once AppearancesDirectory.com has transmitted an order to Shop Owner, Shop Owner will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the Order, including without limitation, packaging and shipping of Products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer service. Shop Owner agrees that legal ownership and all risk of loss of the Products remains with Shop Owner until the Customer physically receives the Product from Shop Owner. If Shop Owner cannot fulfill the entire quantity of a purchase order (PO) line in an Order, then the Shop Owner will cancel that PO line, fulfill all other lines in the Order and notify AppearancesDirectory.com Shopping of such cancellation. If the Order consists of one PO line that Shop Owner cannot fulfill the entire quantity for, then Shop Owner will cancel the entire Order and notify AppearancesDirectory.com Shopping.

(b) Shop Owner will ship only the product purchased by the Customer and will not include any additional products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Shop Owner as long as such materials (a) do not specifically target the Customer as a marketplace Customer or include any reference to AppearancesDirectory.com.

7.4 Shipping. (a) Shop Owner is responsible for properly specifying shipping options for all Products through the Shop Owner interface on the Marketplace, and for properly handling all returns, including without limitation, those for Products that have unique requirements for shipping and return handling, including without limitation, hazmat or perishable Products to the extent such Products are permitted to be sold on the AppearancesDirectory.com site. Shop Owner will provide AppearancesDirectory.com with the shipping, handling, and any other charges for each Product, separate from the purchase price, in accordance with AppearancesDirectory.com shipping calculation functionality. Shop Owner will accept payments from AppearancesDirectory.com based on the specified shipping charges as full payment for the shipping of such Products to the Customer.

(b) Shop Owner will ship items ordered by Customers (i) by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within two (2) business days following notification of the order or, (ii) if the AppearancesDirectory.com Shopping Marketplace explicitly supports longer shipping windows in the published specifications provided to you, within specification-compliant timeframe specified in your inventory file which is current at the time of the transaction. Shop Owner will provide notice of shipment to AppearancesDirectory.com through the Shop Owner interface on the Marketplace, and Shop Owner hereby represents and warrants that it will only provide notification of shipment following actual shipment of the product. If AppearancesDirectory.com does not receive a shipment notification notice from Shop Owner within seven (7) days of placement of Order, the Order may be cancelled by AppearancesDirectory.com and Shop Owner will be responsible for all Product costs and shipping costs associated with such cancelled order.

8. Cancellations, Returns and Refunds

8.1 Responsibilities. Shop Owner is responsible for processing all Customer cancellations, returns, refunds, and/or Customer service price adjustments. Shop Owner will provide AppearancesDirectory.com with its Customer return, refund and price adjustment policies (“Customer Service Policies”) for display on the AppearancesDirectory.com Shopping Site. Shop Owner’s Customer Service Policies for Products sold through the AppearancesDirectory.com Shopping Site will be no less favorable to Customers than Shop Owner’s most favorable policies offered on Shop Owner’s own Site or on other Marketplaces for such Products. If Shop Owner does not provide such Customer Service Policies to AppearancesDirectory.com prior to the Effective Date, then Shop Owner shall be deemed to have adopted AppearancesDirectory.com standard customer service policies as may be adopted and/or revised from time to time. Shop Owner shall notify AppearancesDirectory.com of any material changes to Shop Owner’s Customer Service Policies at least fourteen (14) days prior to Shop Owner’s implementation of such changes, provided, however, that any such changes shall not be effective with respect to orders until the revised Shop Owner Customer Service Policy has been posted to the AppearancesDirectory.com Site.

8.2 Refunds. Shop Owner will be responsible for all cash and non-cash refunds (e.g. store credit and exchanges). AppearancesDirectory.com shall not refund any Commission Fees to Shop Owner in the event of a refund.

9. Parity with Shop Owner's Sales Channels

9.1 Parity. Shop Owner will maintain parity between the Products it offers through the Shop Owner Site and the Products offered on the AppearancesDirectory.com Site by ensuring that at all times: (a) the purchase price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any "low price" guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to AppearancesDirectory.com users as the most favorable terms upon which a product is offered and/or sold via the Shop Owner Site or by Shop Owner on any other third party marketplace; (b) customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Shop Owner site; and (c) the Content, including without limitation, the product images, description and other information regarding the Products, provided by Shop Owner to AppearancesDirectory.com Shopping for the AppearancesDirectory.com Shopping site (i) is of at least the same level of quality as the highest quality information displayed or used on the Shop Owner site or provided by Shop Owner to any other third party marketplace and (ii) provides users of the AppearancesDirectory.com site with at least as much product information, images and other content as the information provided by Shop Owner on any other site. If Shop Owner becomes aware of any non-compliance with (a) above, Shop Owner shall promptly notify AppearancesDirectory.com and compensate adversely affected Customers in accordance with the procedures set forth herein for providing customers with cash refunds.

10. Ownership and Use of Transaction Information

10.1 AppearancesDirectory.com Shopping shall own all Transaction Information. Shop Owner may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, AppearancesDirectory.com Marketplace Privacy Policy and all applicable Law. Shop Owner will not (i) disclose or convey any Transaction Information to any third party (except as necessary for Shop Owner to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a AppearancesDirectory.com user.

11. Ratings and Reviews

AppearancesDirectory.com may use mechanisms that rate or review, or allows shoppers to rate or review, Shop Owner's Products and Shop Owner's performance as a Shop Owner and AppearancesDirectory.com may make these ratings publically available. AppearancesDirectory.com will have no liability to Shop Owner for the content or accuracy of any ratings or reviews. Shop Owner shall have no ownership interest in or license to use any rating or reviews posted on the AppearancesDirectory.com site.

12. Taxes

12.1 Taxpayer and Shop Owner of Record. Shop Owner is the taxpayer and vendor/shop owner/retailer of record and must comply with all applicable tax Law. Shop Owner shall be solely liable for any tax liabilities, including without limitation, any penalties or interest. All references to "tax" or "taxes" in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, and all related ancillary taxes and fees, including without limitation, electronic waste recycling fees.

12.2 Shop Owner Warranty. Shop Owner is solely responsible for determining the amount of sales, use or other taxes owed as a result of the sale of Products, and is solely responsible to collect, report and remit any such sales, use or other taxes required under applicable law. Shop Owner shall have the option of requesting that AppearancesDirectory.com collect tax on Shop Owner's behalf. Shop Owner hereby represents and warrants that it will (a) identify all states in which it has an obligation to collect and remit sales and/or use tax during registration, (b) keep such information updated at all times, and (c) will remit all such taxes collected and provided to Shop Owner by AppearancesDirectory.com. Upon the request of AppearancesDirectory.com, Shop Owner will immediately provide verifiable proof acceptable to AppearancesDirectory.com Shopping of Shop Owner's remittance of all sales/use tax collected through the Marketplace. If Shop Owner is unable to provide such proof to the satisfaction of AppearancesDirectory.com Shopping, AppearancesDirectory.com may withhold and retain all such amounts and/or terminate Shop Owner's Marketplace account. Shop Owner acknowledges and agrees that AppearancesDirectory.com has no responsibility to collect, report or remit sales, use or any other applicable taxes in connection with your sale.

12.3 New York Sales Tax. Without limiting the generality of the foregoing, AppearancesDirectory.com Shopping will automatically charge sales tax with respect to any products shipped to New York, and all such amounts shall be remitted by AppearancesDirectory.com to the State from amounts received by AppearancesDirectory.com Shopping from customers.

12.4 Nexus. If any governmental authority determines that sales, use or other taxes are owed by AppearancesDirectory.com or Shop Owner on sales of Products through the AppearancesDirectory.com site or that Shop Owner has nexus in a state or local jurisdiction, or is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by AppearancesDirectory.com, Shop Owner (i) agrees that Shop Owner shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that AppearancesDirectory.com shall have no liability to Shop Owner or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from AppearancesDirectory.com for such taxes and related penalties. Shop Owner shall indemnify and hold harmless AppearancesDirectory.com and its Affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to any ruling by any governmental authority that AppearancesDirectory.com or Shop Owner has a tax remittance or reporting obligation in any State on account of sales of Products through the AppearancesDirectory.com Site, whether or not due to any action or inaction by AppearancesDirectory.com. AppearancesDirectory.com may immediately charge Shop Owner's credit card on file and/or set-off any and all costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to Shop Owner (including, without limitation, any Shop Owner Payments).

13. Information Security

Shop Owner will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to AppearancesDirectory.com Shopping or compromise the security of AppearancesDirectory.com Shopping Confidential Information, including without limitation, the Transaction Information. Shop Owner shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.

14. Confidential Information

14.1 Obligations. Both Parties acknowledge that either Party may receive ("Receiving Party") Confidential Information from the other Party ("Disclosing Party") during the Term, and such Confidential information will be deemed to have been received in confidence and will be used only for purposes of this Agreement. The Receiving Party shall use the Disclosing Party's Confidential Information only to perform its obligations under this Agreement and disclose the Disclosing Party's Confidential Information only to the Receiving Party's personnel, contractors and affiliates having a need to know the information for the purpose of this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any personally identifiable information ("PII" as required by this Agreement and any applicable Law, (ii) any trade secrets of the Disclosing Party as long as such information is deemed a trade secret and (iii) the terms of this Agreement. Shop Owner agrees that AppearancesDirectory.com Shopping may share Shop Owner's Confidential Information with its Affiliates for internal use only.

14.2 Definition. The term "Confidential Information" means all information communicated by the disclosing Party that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) all trade secrets, (c) existing or contemplated products, services, designs, technology, processes, technical data, engineering, techniques, methodologies and concepts and any information related thereto, (d) information relating to business plans, sales or marketing methods and customer or supplier lists or requirements, and (e) all information identified as confidential to which Receiving Party has access in connection with the subject matter hereof, whether before or after the Effective Date. Shop Owner shall also treat all Transaction Information, payment card data, tax codes, and PII as Confidential Information.

14.3 Exceptions. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate (a) was in its possession at the time of disclosure and without restriction as to confidentiality; (b) at the time of disclosure is generally available to the public or after disclosure becomes generally available to the public through no breach of agreement or other wrongful act or failure to act by the Receiving Party; provided, however, PII remains subject to confidentiality obligations regardless of its availability to the public or availability through unauthorized disclosure; (c) has been received from a third party without restriction on disclosure and without breach of agreement or other wrongful act by such third party or the Receiving Party; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

14.4 Disclosure by Law. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.

15. Representations and Warranties

Shop Owner hereby represents and warrants to AppearancesDirectory.com Shopping the following:

15.1 Authority. Shop Owner is a corporation duly organized, validly existing and in good standing under the laws of the state where Shop Owner was incorporated and Shop Owner has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder without any further ratification or approval. This Agreement constitutes the legal, valid, and binding obligations of Shop Owner. Shop Owner has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.

15.2 No Conflicts. Neither the execution and delivery of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.

15.3 Taxes. The person(s) inputting all tax related information (including without limitation, Tax Designations, and states in which Shop Owner has a tax remittance obligation) (collectively "Tax Information") into the Item File or otherwise providing such Tax Information to AppearancesDirectory.com Shopping has adequate tax knowledge and enough information about Shop Owner to accurately and completely enter such Tax Information. All Tax Information shall be accurate and complete. Shop Owner shall promptly update any Tax Information in the Item File as necessary to collect the correct amount of tax from customers.

16. Term, Termination and Suspension

16.1 Term. This Agreement shall commence on the Effective Date and shall continue for two years thereafter ("Initial Term") unless earlier terminated in accordance with the terms and conditions set forth in this Agreement. This Agreement will automatically renew for successive one (1) year periods upon expiration of the Initial Term (each a "Renewal Term" and together with the Initial Term, the "Term"), unless either Party gives written notice to the other Party of its intention not to renew at least thirty (30) days prior to the end of the then-current Initial Term or Renewal Term.

16.2 Termination for Breach. This Agrement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of the receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. AppearancesDirectory.com may immediately terminate this Agreement if Shop Owner fails to meet any of its tax obligations, including without limitation the requirement of Shop Owner to provide documentation proving that Shop Owner has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with Section 11; provided that Shop Owner has been given written notice of such failure and has not cured such failure within five (5) days of receipt of such notice. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.

16.3 Termination in the Event of Insolvency or Bankruptcy. Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.

16.4 AppearancesDirectory.com Termination. AppearancesDirectory.com Shopping may terminate this Agreement for any reason by giving thirty (30) days' prior written notice to Shop Owner.

16.5 Suspension. AppearancesDirectory.com Shopping may immediately suspend Shop Owner's listing of Products on the AppearancesDirectory.com Shopping Site for (i) Shop Owner's failure to comply with any service level agreement set forth in this Agreement, (ii) Shop Owner's failure to meet any tax obligations set forth in this Agreement, or (iii) any breach of Shop Owner's information security obligations set forth in Section 12 or breaches to Shop Owner's systems, until Shop Owner has resolved such failure to AppearancesDirectory.com Shopping's reasonable satisfaction. Shop Owner will work diligently and cooperate with AppearancesDirectory.com Shopping to promptly remedy any service level, tax or information security failures within a reasonable period of time.

16.6 Post-Termination Obligations. Shop Owner will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide customer service to Customers who purchased Products on the AppearancesDirectory.com Shopping Site, (ii) pay any invoices delivered by AppearancesDirectory.com Shopping in connection with the Agreement, (iii) notify AppearancesDirectory.com Shopping and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s) and (v) immediately notify AppearancesDirectory.com Shopping of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.

16.7 Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, AppearancesDirectory.com Shopping's rights to use Shop Owner's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.

17. Indemnification

17.1 Indemnification Obligations. Shop Owner will defend, indemnify and hold harmless AppearancesDirectory.com Shopping and Affiliates and their respective employees, directors, agents and representatives (each an "Indemnitee") from and against any and all Losses arising out of or related to third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: (a) any actual or alleged breach of Shop Owner's representations, warranties, or obligations set forth in this Agreement or any Shop Owner breach of AppearancesDirectory.com Shopping's Terms of Use; (b) violation of any law, regulation or third-party right; (c) Shop Owner's own website or other sales channels, Shop Owner's Products (including the advertisement, offer, sale or return of any of Shop Owner's Products), Shop Owner's Content, any actual or alleged infringement of any intellectual property or proprietary rights by Shop Owner's Products or Content; (d) personal injury, death or property damage arising from Shop Owner's Products; and (e) any and all income, sales, use, ad velorem, and other Taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the AppearancesDirectory.com Site, specifically excluding however, any taxes related to AppearancesDirectory.com net income. The term "taxes" is further defined to include and refer to any class action or qui tam legal claims grounded in an allegation or allegations that AppearancesDirectory.com Shopping bears some civil or criminal liability for over- or under-collection of any tax or fee on sales of Products offered by Retailer.

17.2 Procedure for Indemnification. Upon receipt of notice, from whatever source, of Claims against AppearancesDirectory.com for which Shop Owner is obligated to indemnify AppearancesDirectory.com Shopping, Shop Owner immediately shall take necessary and appropriate action to protect AppearancesDirectory.com interests with regard to the Claims. AppearancesDirectory.com Shopping shall notify Shop Owner of the assertion, filing or service of any Claims of which AppearancesDirectory.com has knowledge, as soon as is reasonably practicable.

17.3 Settlement. Shop Owner, in the defense of any Claim, shall not, except with the prior written consent of AppearancesDirectory.com, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to AppearancesDirectory.com or a release from all liability and blame with respect to the Claim. AppearancesDirectory.com shall have the right at all times to accept or reject any offer to settle any Claim against it.

18. Warranty Disclaimer

THE AppearancesDirectory.com SHOPPING MARKETPLACE AND ANY RELATED PRODUCTS, SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS." AppearancesDirectory.com SHOPPING EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO OR REFERENCED BY THE AppearancesDirectory.com SHOPPING MARKETPLACE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY OR QUALITY OF DATA AND FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, NON-INFRINGEMENT, LACK OF VIRUSES OR CORRESPONDENCE TO DESCRIPTION. SHOP OWNER AGREES THAT IT'S USE OF THE AppearancesDirectory.com SHOPPING MARKETPLACE IS ENTIRELY AT SHOP OWNER'S OWN RISK.

19. Limitation of Liability

THE ENTIRE RISK ARISING OUT OF SHOP OWNER'S USE OF THE AppearancesDirectory.com SHOPPING MARKETPLACE, THE USE OF ANY SERVICES OFFERED IN CONNECTION WITH THE MARKETPLACE, AND/OR THE USE OF ANY CONTENT REMAINS WITH SHOP OWNER. IN NO EVENT SHALL AppearancesDirectory.com SHOPPING OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS MARKETPLACE SHOP OWNER AGREEMENT, SHOP OWNER'S USE OF THE AppearancesDirectory.com SHOPPING MARKETPLACE OR ITS SERVICES, ANY INFORMATION OBTAINED THROUGH THE MARKETPLACE, ANY DELAY OR INABILITY TO USE THE AppearancesDirectory.com SHOPPING MARKETPLACE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES TO SHOP OWNER IN CONNECTION WITH THE MARKETPLACE, OR OTHERWISE ARISING OUT OF THE USE OF THE AppearancesDirectory.com SHOPPING MARKETPLACE OR THE AppearancesDirectory.com SHOPPING SITE WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF AppearancesDirectory.com SHOPPING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MARKETPLACE SHOP OWNER AGREEMENT, THE MAXIMUM LIABILITY THAT AppearancesDirectory.com SHOPPING SHALL HAVE IS LIMITED TO THE ACTUAL VALUE OF ANY COMMISSIONS ACTUALLY RECEIVED BY AppearancesDirectory.com SHOPPING IN CONNECTION WITH ANY SALES MADE BY SHOP OWNER THROUGH THE MARKETPLACE. SHOP OWNER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES AND LIMITED REMEDIES SET FORTH HEREIN REPRESENT AN INSEPARABLE ALLOCATION OF RISK (INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF A TOTAL AND FUNDAMENTAL BREACH OF THIS MARKETPLACE SHOP OWNER AGREEMENT) THAT IS AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

20. Notices.

Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.

For Shop Owner: The address provided by Shop Owner in the registration process.

If to AppearancesDirectory.com:

AppearancesDirectory.com, Inc., as AppearancesDirectory.com
150 East 39th Street
New York, NY 10016

fax: (212) 265-5652
Attn: President/CEO

21. Controlling Law and Jurisdiction.

The Parties mutually acknowledge and agree that Agreement shall be governed, controlled, interpreted and defined by and under the laws of the State of New York and the United States, without regard to the conflicts of laws provisions thereof. Unless waived by AppearancesDirectory.com Shopping (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the the state and federal courts sitting in New York County, in the State of New Yorkand each of the parties hereto submits itself to the exclusive jurisdiction and venueof such courts for the purpose of any such action. Service of process in any such action may be effected in the manner provided in Section 20 for delivery of notices.

22. Waivers and Amendments. Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties. Any waiver or delay in the exercise by either party of any of its rights under this Agreement shall not be deemed to prejudice such party's right of termination or enforcement for any further, continuing or other breach by the other party. This Agreement shall be controlling over additional or different terms of any order, confirmation, invoice or similar document, even if accepted in writing by both parties, and that waivers and amendments shall be effective only if made by non-pre-printed agreements clearly understood by both parties to be an amendment or waiver.

23. Severability.

In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall only apply to such provision and shall not render this Agreement unenforceable or invalid as a whole; and, in such event, such provision shall be modified or interpreted so as to best accomplish the objective of such unenforceable or invalid provision within the limits of applicable law or applicable court decision and the manifest intent of the parties hereto.

24. Relationship of the Parties.

The parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.

25. Complete Agreement.

This Agreement (and all Exhibits hereto) constitutes the entire understanding and agreement with respect to the subject matter hereof and supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.

26. Headings.

Section headings are for reference only and shall not affect the interpretation of this Agreement.

27. Counterparts.

This Agreement may be executed in any number of separate counterparts each of which when executed by and delivered to the other party shall be an original as against the party whose signature appears thereon, but all such counterparts shall together constitute one and the same instrument.

28.  Class Action Waiver. 

Any action arising out of this agreement must be brought in the respective party’s individual capacity, and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). The parties expressly waive any ability to maintain any Class Action in any forum. No Court or arbitrator shall have authority to combine or aggregate similar claims or conduct any Class Action nor make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. THE PARTIES UNDERSTAND THAT THEY WOULD HAVE HAD A RIGHT TO LITIGATE THROUGH A COURT, TO HAVE A JUDGE OR JURY DECIDE THEIR CASE AND TO BE PARTY TO A CLASS OR REPRESENTATIVE ACTION. HOWEVER, THEY UNDERSTAND AND CHOOSE TO HAVE ANY CLAIMS UNDER THIS AGREEMENT DECIDED INDIVIDUALLY.

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