Liquidate Vape SERVICES AGREEMENT
1.Liquidatevape offers technology and services that facilitate online, business-to-business sales of various tangible items (“Goods”); and
2. Company desires to list and sell certain goods through a B-Stock owned and operated website located at www.bstocksupply.com (the “Site”).
Terms and Conditions
1. DEFINITIONS.
1.1 “B-Stock Marks” means the B-Stock trademarks, trade names, service marks, taglines, logos and the Site’s branding elements.
1.2“B-Stock Supply Services” means the auction based marketplace services available on the Site, which B-Stock configures, operates, hosts and manages for the purpose of allowing End Users to browse, bid on, and purchase Inventory.
1.3“B-Stock Technology” means all technology, works of authorship, inventions, ideas, know-how, expertise and software (including any copyrights, patents, trademarks and other intellectual property rights related thereto) associated with the B-Stock Supply Services and the Site.
1.4“Company Marks” means the Company’s trademarks, trade names, service marks, taglines and logos.
1.5 “End Users” means all users of the B-Stock Supply Services.
1.6“End User Content” means all information, content and data submitted by an End User in connection with the use by the End User of the B-Stock Supply Services.
1.7 “GMV or Gross Merchandise Volume” means the actual sale price (i.e., the winning bid or purchase price) at which the Inventory is sold, excluding amounts paid for shipping or similar charges, sales taxes and other additional transaction charges. 1.8“Inventory” means the Company’s Goods offered through B-Stock Supply Services. 2. THE B-STOCK SUPPLY SERVICES. 2.1 General. B-Stock, on behalf of Company, will post details about the Inventory for potential sale to companies or individuals who desire to purchase Goods (“Buyer(s)”). B-Stock will host and maintain the B-Stock Supply Services made available on the Site. B-Stock reserves the right to improve, enhance and modify the B-Stock Supply Services at any time; provided such improvements, enhancements and/or modifications do not materially degrade the current feature availability of the B-Stock Supply Services. 2.2 End User Registration; Support. The B-Stock Supply Services will enable End Users to register on the Site and require them to submit the information necessary to participate in bidding and purchasing Inventory. B-Stock will manage the technology underlying the B-Stock Supply Services and address, respond to, and manage any bona fide End User questions related to the use of the B-Stock Supply Services. For specific Inventory or shipping related questions, B-Stock will forward such questions to Company and Company agrees to promptly address, respond to and manage such questions. 2.3 Listing Creation. B-Stock will create and place listings on www.bstocksupply.com for Company using Company’s End User Content and other information provided by Company to B-Stock. Company will provide B-Stock with truthful and accurate product information, descriptions, quantities, weights, location, shipping charges, pictures (if available) and any other information available that will help potential Buyers evaluate the Inventory. Company is solely responsible for the accuracy of this information. 2.4 Funds Collection, Shipping and Payment of Proceeds to Company. B-Stock will use commercially reasonable efforts to collect the amounts due from Buyers following each auction, including the applicable GMV, shipping charges and Buyer’s Premium. Company will ship the applicable Goods within seven (7) days of the end of the auction. Company will invoice B-Stock for the appropriate amount after Company ships the applicable Goods. B-Stock shall not be responsible for any non-payment by Buyers. Company appoints B-Stock as its limited agent solely for the purpose of collecting the Winning Bid Amount and any shipping charges (if applicable) from Buyers for Inventory sold by Company through the Site. B-Stock’s receipt of such payment shall be considered the same as a payment to Company, extinguishing a Buyer’s payment obligation to Company as if the Buyer had paid Company directly, even if the proceeds of the payment are not received by Company from B-Stock. 2.5DISPUTES. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED. IF YOU OFFER FOR SALE OR SELL INVENTORY THROUGH THE B-STOCK SITE (EACH A “TRANSACTION”), ANY CLAIM OR DISPUTE THAT ARISES OUT OF OR RELATES TO THE TRANSACTION, WHETHER BETWEEN YOU AND B-STOCK OR BETWEEN YOU AND A BUYER (AS APPLICABLE), SHALL BE RESOLVED IN ACCORDANCE WITH THE DISPUTE RESOLUTION PROCEDURES SET FORTH IN THE ALTERNATIVE DISPUTE RESOLUTION POLICY WITH RESPECT TO ANY OTHER CLAIM OR DISPUTE BETWEEN YOU AND B-STOCK, SUCH CLAIM OR DISPUTE WILL BE RESOLVED EXCLUSIVELY BY A STATE OR FEDERAL COURT LOCATED IN THE STATE OF CALIFORNIA, AND YOU AND B-STOCK EACH AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF THE COURTS LOCATED WITHIN THE STATE OF CALIFORNIA FOR PURPOSES OF LITIGATING ALL SUCH CLAIMS OR DISPUTES, AND WAIVE ALL OBJECTIONS TO PERSONAL JURISDICTION IN THE STATE OF CALIFORNIA. 2.6 Reporting. B-Stock will provide Company, on a periodic basis, with reporting on transactions to facilitate fulfillment. 2.7Restrictions. 2.7.1 Company shall not access, copy, download, install, adapt, reverse engineer, publicly display or perform or in any way alter or use the B-Stock Technology for any purpose, including, without limitation, for purposes of interoperability. Company shall not, and shall not authorize or encourage any third party to, employ any robot, spider, data miner, wanderer, crawler or other automatic device or manual process to copy or monitor the B-Stock Supply Services or Site. Company shall not make any representations or warranties to any third parties related to the availability, or performance, of the B-Stock Supply Services. 2.7.2 Company shall not: (i) offer or deliver Inventory that in any way, violates or infringes upon the intellectual property, personal or proprietary rights (e.g., copyrights, trademarks, patents, trade secrets or confidentiality obligation) of any third party (including, without limitation, counterfeit Goods); (ii) offer or deliver Inventory that is illegal in any jurisdiction where the Inventory is offered or delivered; (iii) engage in any other illegal or fraudulent activities; and/or (iv) engage B-Stock’s buyers from the marketplace in transactions outside of the marketplace as a way to circumvent payment to B-Stock of fees associated with the B-Stock Supply Services. 2.7.3 Company shall not (i) bid on its own Inventory; or (ii) encourage, induce or otherwise allow Company’s employees, directors, contractors or affiliates (and their respective affiliates and family members) to bid on Inventory with the intent (as solely determined by B-Stock) to artificially raise the price or desirability of Company’s listings. The foregoing shall apply to the employee’s family members. 2.7.4Company acknowledges that in addition to any rights B-Stock has under law or equity, to the extent Company violates this Section 2.7 or any other restrictive covenants on Company, B-Stock may (i) seek injunctive relief in a court of competent jurisdiction and (ii) notify law enforcement or any government agencies to the extent Company violates any rules, law or regulation (e.g., the offer or sale of counterfeit Goods). 3. LIMITED RIGHT TO ACCESS AND USE; INTELLECTUAL PROPERTY OWNERSHIP 3.1Access Rights. Subject to the terms of this Agreement, and provided that Company is in compliance with this Agreement, B-Stock grants Company a limited, non-transferable, non-exclusive, and personal right to access and use the Site and receive the B-Stock Supply Services. Such access and use must be made in conformance with the functionality available on the Site and any instructions provided by B-Stock to Company. 3.1. B-Stock Technology. B-Stock retains all right, title and ownership in and to the B-Stock Supply Services, including the B-Stock Technology and any and all technology developed by B-Stock or licensed to B-Stock by its third-party service providers pursuant to or in connection with this Agreement and the transactions contemplated hereby. By way of clarification and not limitation, Company acknowledges that all the intellectual property rights, including copyrights, patents, trademarks, service marks and trade secret underlying all or a part of the B-Stock Supply Service shall belong exclusively to B-Stock and its third-party suppliers. There are no implied licenses under this Agreement, and any rights not expressly granted to Company hereunder are reserved by B-Stock or its third-party suppliers. Company will not exceed the scope of the licenses granted hereunder.