| AGREEMENT The
Hair-Loss-Central.com service ("Hair-Loss-Central.com" or the "Service")
is provided to you ("you" or "Merchant") under the terms and conditions
of this Hair-Loss-Central.com Merchant Service Agreement and any
amendments thereto and any operating rules or policies (collectively,
"Agreement"). Hair-Loss-Central.com reserves the right, in its sole
discretion, to change, modify, add or remove all or part of the
Agreement at any time.
1. By accepting the terms and conditions of the Agreement, Merchant (a) represents and
warrants that he or she is 18 years old or older; (b) agrees to provide true, accurate,
current and complete information about Merchant as prompted by the Account Registration
Form; and (c) agrees to maintain and update this information to keep it true, accurate,
current and complete. If any information provided by Merchant is untrue, inaccurate, not
current or incomplete, Hair-Loss-Central.com has the right to terminate Merchants
account and refuse any and all current or future use of the Service.
2. BY COMPLETING THE ACCOUNT REGISTRATION PROCESS, YOU AGREE TO BE BOUND BY THE
Agreement. Nothing in this agreement obligates Hair-Loss-Central.com or the Service to
list, link to, accept or otherwise host any web page, web site or store anywhere on the
Hair-Loss-Central.com site.
3. DESCRIPTION OF HAIR-LOSS-CENTRAL.COM SERVICE. Hair-Loss-Central.com lists
merchants' products or services on the World Wide Web.
4. MERCHANT'S OBLIGATIONS.
4.1 Merchant agrees to display in the
HAIR-LOSS-CENTRAL.COM contact information, including but not limited to Merchant's company
name, address, telephone number, fax number and e-mail address. Merchant also agrees to
update such information to keep it true, accurate, current and complete.
4.2 Merchant represents and warrants that it will not engage in any activities:
* that constitute or encourage a violation of any applicable law or regulation,
including but not limited to the sale of illegal goods or the violation of export control
or obscenity laws;
* that defame, impersonate or invade the privacy of any third party or entity;
* that infringe the rights of any third party, including but not limited to the
intellectual property, business, contractual, or fiduciary rights of others; and,
5. Hair-Loss-Central.com reserves the right to refuse to list any product which it
believes, at its sole discretion: (1) offers for sale goods or services, or uses or
displays materials, that are illegal, obscene, vulgar, offensive, dangerous, or are
otherwise inappropriate; (2) has received a significant number of complaints for failing
to be reasonably accessible to customers or timely fulfill customer orders; (3) has become
the subject of a government complaint or investigation; or (4) has violated or threatens
to violate the letter or spirit of the Agreement.
6. PROPRIETARY RIGHTS
6.1 Hair-Loss-Central.com Intellectual Property. Merchant acknowledges and
agrees that content available from Hair-Loss-Central.com, including but not limited to
text, software, sound, logos, trademarks, service marks, photographs, graphics, or video,
is protected by copyright, trademark, patent, or other proprietary rights and laws, and
may not be used in any manner without written authorization.
6.2 Merchant's Property. Merchant agrees
that by using the Service, Merchant grants Hair-Loss-Central.com, and its successors and
assigns, a non-exclusive, worldwide, royalty-free, perpetual, non-revocable license under
Merchants copyrights and other intellectual property rights, if any, in all material
and content displayed in Merchant's Store to use, distribute, display, reproduce, and
create derivative works from such material in any and all media and display in any manner
and on any Hair-Loss-Central.com property the results of search queries and comparisons
conducted on Hair-Loss-Central.com, including, without limitation, searches conducted on
Hair-Loss-Central.com. Merchant also grants Hair-Loss-Central.com the right to maintain
such content on Hair-Loss-Central.com's servers during the term of the Agreement and to
authorize the downloading and printing of such material, or any portion thereof, by
endusers for their personal use.
7. TERMINATION
7.1 Termination. Either party may
terminate the Agreement if the other party has materially breached or is otherwise not in
compliance with any provision of the Agreement. Hair-Loss-Central.com reserves the right
to immediately delete any product listings until such breach or noncompliance is cured.
7.2 Waiver. Merchant expressly
waives any statutory or other legal protection in conflict with the provisions of this
Section 5.
7.3 Deletion of Information. Upon
termination, Hair-Loss-Central.com reserves the right to delete from its servers any and
all information contained in Merchants account.
8. INDEMNITY
Merchant agrees to indemnify and hold harmless Hair-Loss-Central.com, and its parents,
subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from
any claim or demand, including reasonable attorneys fees, made by any third party due to
or arising out of Merchants conduct, Merchants use of the Service, any alleged
violation of the Agreement, or any alleged violation of any rights of another, including
but not limited to Merchants use of any content, trademarks, service marks, trade
names, copyrighted or patented material, or other intellectual property used in connection
with Merchants Store. Hair-Loss-Central.com reserves the right, at its own expense,
to assume the exclusive defense and control of any matter otherwise subject to
indemnification by Merchant, but doing so shall not excuse Merchants indemnity
obligations.
9. NO RESALE OR ASSIGNMENT OF SERVICE
Merchant agrees not to resell or assign or otherwise transfer its rights or obligations
under the Agreement without the express written authorization of Hair-Loss-Central.com.
10. FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in performance
under the Agreement resulting directly or indirectly from acts of nature or causes beyond
its reasonable control.
11. NOTICES
Any notices or communications under the Agreement shall be by electronic mail and shall
be deemed delivered upon receipt to the party to whom such communication is directed, at
the addresses specified below. If to Hair-Loss-Central.com, such notices shall be
addressed to admin@hair-loss-central.com. If to Merchant, such notices shall be addressed
to the electronic or mailing address specified when Merchant opens an account with
Hair-Loss-Central.com, or such other address as either party may give the other by notice
as provided above.
12. ENTIRE AGREEMENT
The Agreement constitutes the entire agreement between the parties with respect to the
subject matter hereof and supersedes all previous proposals, both oral and written,
negotiations, representations, writings and all other communications between the parties.
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