TERMS OF USE

DEALER TERMS AND CONDITIONS (amended 5/9/2014)

By using this website, you agree to all terms and conditions contained herein. The term “Agreement” refers to all terms and conditions in this document. The term “Website” refers to the materials posted at www.officeresellers.com. The term “Publisher” refers to Office Trends, LLC and the term “Advertiser” refers to you, and any affiliates, agents, employees, or third parties who produce materials to be published on the Website.

YOU WARRANT THAT YOU HAVE THE LEGAL CAPACITY AND AUTHORIZATION TO ENTER THIS AGREEMENT, AND YOU ACKNOWLEDGE THAT THESE TERMS AND CONDITIONS CREATE A BINDING LEGAL CONTRACT BETWEEN YOU AND OFFICE TRENDS, LLC. YOU MAY PRINT AND KEEP A COPY OF THESE TERMS AND CONDITIONS.

¶ 1 YOUR OBLIGATIONS

For the purposes of this Agreement, Publisher will be deemed to have published your advertising if it includes any materials provided by you in the Publisher’s database or otherwise makes the materials available through the Publisher’s Website in response to appropriate queries. Publisher makes no representations or guarantees regarding Website availability, the number of views, or responses to your materials.

You agree that you will use any information obtained from our Website exclusively to directly buy or sell office furniture. You agree that you will not use any data obtained from our site for any other purpose, including but not limited to, solicitation of services, copying of any source code or published text or images, marketing, or providing buyer or seller contact information to third parties. Any improper use of data from our Website will be in violation of the terms of this agreement, and could subject your membership to cancellation.

You agree to only list products for sale that you own or have the exclusive right to sell. You agree never to share your password with any other person or company. You agree to provide regular status updates on customer contact at least once a month, 2) report all pending sales or purchases within 3 days of a firm order, and 3) provide copies of all final customer invoices showing total sales amounts.

¶ 2 FEES AND PAYMENT

You promise to pay to Publisher the following:

(a) After the initial 6 month grace period pay an annual Listing Fee of $450 to list products and promote your business online for wholesale purchasers.

You are responsible for any taxes due to any federal, state, or local government. Advertiser acknowledges and agrees that the fees do not include any facilities or services for access or connection to the Internet, or any consulting or technical services or changes to advertising copy other than those changes, if any, included in the standard pricing for such items.

Billing and Late Charges. You agree you will pay (a) all bills for Internet Advertising by the due date on the bill, and (b) any interest charges which shall accrue on all amounts not paid by the due date on the bill at a rate of interest equal to the lesser of (i) 18% per annum or (ii) the highest applicable lawful rate of interest. If the Publisher retains an attorney or collection service to collect any overdue amounts, you are responsible for all collection costs incurred, including reasonable attorneys’ fees. If payment is not received by the due date, Publisher also may suspend or remove any or all of your Internet Advertising from the Website.

Payment by Credit Card. If you are a paying with a credit card, and if there are any annual, monthly or similar periodic charges for any Internet Advertising, the charges will be billed automatically to your credit card at the start of the annual, monthly or similar periods. All charges to be paid by credit card will be billed to the credit card designated by you. If you wish to designate a different credit card, or if there is a change in the availability or expiration date of the designated credit card, you must immediately notify Publisher. Advertiser, and not Publisher, is responsible for paying any amounts billed to your credit card by a third party that were not authorized by you. Except as expressly set forth herein, all fees are non-refundable.

¶ 3 CONTENT

“Advertising Copy” means all content that you provide to Publisher or that is otherwise included in your Internet Advertising, including, without limitation, content that you authorize or request Publisher to include on its Website, or that is submitted on-line by you or any person(s) using your password(s) (“Password User(s)”), and including each copyright, trademark, trade name, service mark and name, domain name, sub-domain, website design, template, look and feel, artwork, text, name, address, telephone number, email address, statement, portrait, picture or illustration of any person, or any other intellectual property. You will furnish all Advertising Copy to Publisher prior to the deadlines set by Publisher. Publisher has the right to approve and/or modify the content, form, size, wording, typography and illustrations of the Advertising Copy. You understand that Publisher may change each name, street address, Internet address and telephone number(s) or any other content in the Advertising Copy to conform to Publisher’s standards, practices and policies or to the policies of InterNIC and any third parties upon whose site or network the Advertising Copy may be published by or through Publisher.

You represent that all statements contained in the Advertising Copy are truthful and not misleading and that you are authorized to provide the services and products advertised. You represent that the Advertising Copy complies with all applicable laws and regulations. You represent that you have all of the applicable licenses and permits required to provide the goods and services you are advertising (or offering or selling in connection with your Internet Advertising) in all of the geographic areas covered by the Website and to advertise under all of the headings under which you are seeking to place your Internet Advertising. You will notify Publisher immediately if you become aware of any facts or circumstances indicating that any of your representations in the Section are, or become, untrue. Advertiser acknowledges and agrees that the size, color, font, highlighting and arrangement of enhanced listing items may be adjusted (from that appearing in any sales collateral or copy sheet and from web page to web page), and that the associated listing’s enhancement(s) may be omitted (e.g., the listing may appear as a basic listing) as a result of the user’s browser settings or the manner in which the listing is transferred to any third party prior to its display to the user.

You further represent that you have the absolute and unrestricted right and authority to use any and all Advertising Copy in any media and in any listing or advertisement published under this Agreement in the way it is used in any such listing or advertisement. If your right and authority to use any Advertising Copy, or any portion of any Advertising Copy, changes, or if any proceedings contesting that right and authority are begun, you will give Publisher written notice promptly, and in any event within three (3) business days after you become aware of such change or proceeding. You agree that you are solely responsible for the enforcement and protection of any of your intellectual property included in (or in connection with) your Internet Advertising. If Publisher creates or supplies any Advertising Copy for you, you agree that Publisher retains all rights in and/or ownership of any such Advertising Copy and you shall not have any right therein except as expressly set forth in the Agreement. You have no right to use advertising developed with content created or supplied by Publisher except in connection with this Agreement, and you shall not have the right to allow others to use such advertising or any such content without the express, written consent of Publisher.

You grant Publisher the absolute, non-exclusive, irrevocable, royalty-free, unrestricted right, license and authority to use, reproduce, publish, publicly perform, display on its Website, distribute and prepare derivative works based upon any Advertising Copy, and any changes thereto that you or your Password Users or other agents provide to Publisher hereunder, or that Publisher or its agents may otherwise develop or use hereunder, in whole or in part, in such manner, format, and media as Publisher may deem appropriate and for such purposes as it may see fit, subject to applicable law. Publisher may use any presently existing and future means of communications or transmission in its exercise of any of the rights and licenses granted above, without limitation.

You further represent and warrant that you are authorized to grant Publisher the rights, licenses and authorizations referenced above without the consent or authorization of any third party, and that the exercise of any such rights, licenses and authorizations by Publisher and its sublicensees will not infringe on any copyright, trademark, trade dress, or other intellectual property right, or right of publicity or privacy rights of any other person or entity. You hereby waive any and all rights of attribution and integrity and other statutory and common law rights of every kind relating to any Advertising Copy.

You agree that you will at all times honor the prices or discount percentages quoted in your Internet Advertising until it is removed from the Website or until a published expiration date, whichever occurs first.

¶ 4 APPEARANCE ON OUR WEBSITE

You understand that Publisher does not guarantee that your internet advertising, or the advertising of any other advertiser, will appear under a specific heading or position within a heading on the Website or any other directory. Publisher does not guarantee that your internet advertising, or the internet advertising of any other advertiser, will appear at any specific place, position, or location on the website web page(s) or directory listings for the world wide web (“www”), or at a specific URL address on the internet, or that the URL or keywords of any advertising will be placed with any particular search engine.

¶ 5 LIMITATION OF LIABILITY

THE TOTAL AMOUNT OF DAMAGES THAT YOU MAY RECOVER FROM PUBLISHER FOR ANY ACT OR OMISSION ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE SUM OF THE MONTHLY CHARGES YOU HAVE PAID FOR THE ITEMS OF INTERNET ADVERTISING AT ISSUE. YOU HEREBY WAIVE ANY CLAIM FOR DAMAGES TO THE EXTENT SUCH DAMAGES EXCEED THIS AMOUNT. YOU ALSO WAIVE ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES. THIS LIMITATION OF LIABILITY APPLIES TO ANY CLAIM THAT YOU MAY HAVE AGAINST THE PUBLISHER OR AGENT OF THE PUBLISHER, REGARDLESS OF WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE GROUND OR THEORY.

YOU HEREBY WAIVE ANY CLAIM FOR LOST BUSINESS REVENUE, PROFITS OR THE COST OF OTHER FORMS OF ADVERTISING; ANY CLAIMS BASED ON ANY ERROR OR OMISSION IN YOUR ADVERTISING; AND ANY CLAIMS BASED ON INACCESSIBILITY, INTERRUPTIONS, DELAYS, DEFECTS, DELETION OF FILES OR EMAIL, VIRUSES OR ANY FAILURE OF PERFORMANCE OF PUBLISHER.
PUBLISHER WILL USE ITS BEST EFFORTS TO CORRECT ANY ERRORS THAT YOU BRING TO ITS ATTENTION, BUT IN NO EVENT WILL PUBLISHER BE REQUIRED TO CORRECT OR TO GIVE ANY SPECIAL NOTICE REGARDING, ANY ERROR OR OMISSION IN THE WEBSITE OR ANY OTHER DIRECTORY.

PUBLISHER HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY.

¶ 6 DISPUTE RESOLUTION

Advertiser and Publisher agree that any claim arising out of or related to this Agreement must be brought within one (1) year after any such claim arises. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by a single arbitrator using the then-current American Arbitration Association Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any arbitration brought under this Agreement shall be heard and determined and venue shall be appropriate only in Atlanta, Georgia.

¶ 7 INDEMNITY

To the full extent permitted by law, you will defend, indemnify and hold harmless Publisher including all of its attorneys’ fee and expenses, which expenses or damages result from claims brought by any person or entity as a result of Advertiser’s acts or omissions in connection with this Agreement. This indemnity obligation shall survive the termination of this Agreement.

¶ 8 NO APPROVAL OR ENDORSEMENT BY PUBLISHER

You understand that Publisher does not approve or endorse any product or service if it publishes your Internet Advertisement. You will not make any representation that Publisher does approve or endorse any product or service. You also understand that Publisher may publish advertising of any other person or business in the Website at any time.

¶ 9 NO ASSIGNMENT BY ADVERTISER

You may not assign any of your rights or delegate any of your duties under the Agreement without prior written consent of Publisher. Publisher may assign its rights under this Agreement.

¶ 10 DISCOUNTS AND PROMOTIONS

Publisher may create, revise or cancel a discount or promotional offering at any time. No discount offered shall obligate Publisher to offer any future discounts or promotional offers.

¶ 11 HYPERLINKS

If your Internet Advertising contains hyperlinks, you grant to Publisher a royalty-free unrestricted right and license to establish such links and to link users of your Internet Advertising to the website(s) designated in your Internet Advertising. You represent and warrant that you have the right and authority to grant the foregoing right and license and that the foregoing does not infringe on any copyright or any other right of any other person or entity.

¶ 12 SECURITY/ELECTRONIC TRANSACTIONS

You agree that no one other than Publisher may modify the Website, any portion of the Website or any other website related to this Agreement, and that no one other than Publisher may provide any additional service or services in relation to the Website, any portion of the Website or any other website related to this Agreement. You acknowledge that you are responsible for maintaining and ensuring the security of any and all passwords you obtain from Publisher in connection with your Internet Advertising, and that you will be directly responsible for all conduct, act and omissions on the part of any Password Users.

Advertiser acknowledges and agrees that Password Users may be called upon to indicate their consent or agreement through their conduct online. YOU ACKNOWLEDGE AND AGREE THAT THE CONDUCT OF ANY PASSWORD USERS IN CLICKING ON ANY ON-SCREEN BUTTONS, OR ENGAGING IN ANY OTHER SIMILAR CONDUCT, WILL BE LEGALLY SUFFICIENT FOR ALL PURPOSES TO BIND YOU, TO THE SAME EXTENT AS THOUGH EVIDENCED BY YOUR ORIGINAL SIGNATURE. YOU HEREBY WAIVE ALL CLAIMS OR DEFENSES, KNOWN OR UNKNOWN, NOW EXISTING OR HEREAFTER ARISING, WHICH ARE INCONSISTENT WITH THE FOREGOING ACKNOWLEDGMENTS, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS AND DEFENSES THAT ANY PASSWORD USER(S) LACKED PROPER AUTHORITY TO BIND YOU, OR WERE OTHERWISE ACTING OUTSIDE THE SCOPE OF ITS AUTHORITY.

Publisher may revoke your Password or deny you or any Password User access at any time in Publisher’s reasonable discretion. You acknowledge that the server space upon which Internet Advertising is hosted, and the Internet connections through which any transactions conducted in connection with e-commerce enabled Internet Advertising, will be unsecure, unless otherwise indicated by Publisher in writing.

¶ 13 PUBLISHER’S OUTSIDE SALES ACTIVITY

Advertisers understands that Office Trends, LLC sells furniture and installation services, and that Office Trends, LLC will continue to do so. Nothing in this Agreement in any way limits or impedes the rights of Office Trends, LLC to independently market and sell its goods and services, even if such marketing and sales activity is in direct competition with Advertiser.

¶ 14 GOVERNING LAW

Advertiser and Publisher agree that this Agreement and all disputes relating to this Agreement shall be governed by and interpreted according to the laws of the State of Georgia, without consideration of that state’s choice of law provisions.

¶ 15 FORCE MAJEURE

Neither Advertiser nor Publisher will be in breach of it obligations under this Agreement (other than obligations to pay monies due) in the event that, for cause or causes beyond its control, such party is unable to perform, in whole or in part, any one or more of its obligations under this Agreement. Such causes shall include, but not be limited to, labor disputes, governmental regulations or controls, fire or other casualty, inability to obtain materials or services, technical failures or difficulties, problems or interruptions with the Internet, computer viruses, snow storms, hurricanes or other acts of God, insurrection, or any other cause not within the reasonable control of Publisher or Advertiser.

¶ 16 ENTIRE AGREEMENT

These terms and Conditions describe the entire agreement between Publisher and Advertiser and supersede any other verbal or written agreements regarding the subject matter hereof. Publisher may amend these terms and conditions at any time by posting the amended terms and conditions on the Website. All amended terms shall automatically be effective on the first day of the next quarterly term, and no later than 30 days after they are initially posted on the Website.

IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT COMPLETE YOUR ONLINE REGISTRATION.