Participation Agreement

Latest revision: 10/08/15

Following are the terms and conditions of participating in the TripleClicks.com (the "Site") E-Commerce Associates Program (the "Program").

Any person who wants to access the Site and use the Program to sell items must accept the terms and conditions of this Participation Agreement without change. BY REGISTERING FOR AND USING THE PROGRAM, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

TripleClicks ("TC") reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Program, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site and the date of change denoted on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. The continuation of your ECA status or your acceptance of income or bonuses shall constitute your acceptance of any and all amendments.

1. Eligibility. ECA accounts are NON-TRANSFERRABLE. Use of the Site and Program is limited to parties that lawfully can enter into and form contracts under applicable law. To register, you must provide your full, legal name, complete contact information, and account verification documents. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Program within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

2. Sellers' Listing Fees. TC will retain, as its fee for Program, a minimum of 15% of purchase prices, with the exact percentage established by the seller for each product listed. This percentage may be adjusted as needed by the seller via the ECA Product Manager. However, the percentage in effect on the date of sale of the item shall govern the transaction.

3. Applicable Policies and Guidelines. You agree to abide by the procedures and guidelines contained in the ECA Guidelines, which are incorporated by reference into, and made part of, this Participation Agreement. The procedures and guidelines contained in the ECA Guidelines explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you. You should refer regularly to the ECA Guidelines to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on the Site.Products listed for sale cannot include links to online catalogs or other Websites outside of TripleClicks. Product descriptions MUST include sufficient information (size, color, specifications, etc.) about the product. Products not meeting this criteria are subject to rejection and/or deactivation from TC. For each item you list on the Site, you will provide to us the country from which the item ships. You will provide to us any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available. You will not send customers e-mails concerning shipping confirmation of products you sell. Promptly after shipment of a customer's order (or any portion of the customer's order), you will accurately inform us that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality for communicating such information. If you fail to provide confirmation of shipment within the time frame specified by us, we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us. You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding Street Date for Delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product should not be delivered or otherwise made available to customers) or the Street Date for Disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly). ECAs selling SFI advertising co-ops and other SFI marketing products designed to attract affiliates agree not to cross solicit current SFI Affiliates.

4. Communication & TripleClicks Messages. ECAs MUST have a working e-mail address at ALL times and must check their e-mail account regularly for messages from TripleClicks. Failure to respond in a timely manner to official TripleClicks requests and/or use of a registered e-mail address that bounces back or refuses messages from TripleClicks may result in suspension of the ECA's account or removal from the ECA program.

5. TC's Role. TC provides a platform for third-party sellers ("Sellers") and buyers ("Buyers") to negotiate and complete transactions. TC is not involved in the actual transaction between Sellers and Buyers and is not the agent of and has no authority for either for any purpose. As a Seller, you may list any item on the Site unless it is a prohibited item as defined in the procedures and guidelines contained in the ECA Guidelines, or otherwise prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale. As a Seller, you use the Site and the Program at your own risk. Sellers are responsible for all expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise.

6. Payments.

a. TC facilitates the purchase of Seller items listed on the Site. Buyers' payments are credited to registered Sellers, and funds are periodically transferred to the Seller's account. Sellers may receive said funds in the form of a bank check or, electronically, with a TC Debit Card. Transfers to the Seller's Account will generally be credited within five Business Days of the date we initiate the transfer. TC helps facilitate transactions and is not the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer or with the assistance of the TC. Seller must provide us true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information) and/or to obtain credit reports about Seller. Seller agrees not to reproduce, publish, or post earnings in any form, online or offline, by any means.

b. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. We will not be liable to Seller if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us for a security reason.

c. If we reasonably conclude based on information available to us that Seller's actions and/or performance in connection with the Program may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Program or this Participation Agreement for the shorter of: (a) a period of 120 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Participation Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Section.

d. All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by TC. We will send notices to Seller at the e-mail address maintained in TC's records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us.

e. We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our bank account being debited to pay Payment Transaction credits to Seller. We will bear the risk of credit card fraud (i.e. fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Payment Transactions, and Seller will bear all other risk of fraud or loss; provided, that we will not bear the risk of credit card fraud in connection with any of Sellers products that are not fulfilled strictly in accordance with the order information and shipping information that we provide you. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller. We may obtain reimbursement of any amounts owed by Seller to TC by deducting from future payments owed to Seller, reversing any credits to Seller's Account, charging Seller's credit (or debit) card, or seeking such reimbursement from Seller by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or debit card.

f. Seller may terminate his or her participation in the Program at any time by informing us using the standard method then-currently provided by TC for such termination. Upon termination, any pending transactions will be canceled.

g. We reserve the right, upon termination, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with purchases from Seller's Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in Section 5.e. above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.

7. TC Reservation of Rights. TC retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Program (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Program and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper).

8. TC Participation. Employees of TC and its affiliates are permitted to participate in their personal capacity (i.e., not as TC employees, representatives, or agents of TC or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item). Employees of TC and its affiliates, when participating in any transaction in their personal capacity, are subject to this Participation Agreement and the same procedures and guidelines contained in the ECA Guidelines as any Buyer or Seller on this Site.

9. Your Transactions

a. For sales where a Seller lists goods at a fixed price ("fixed price sales"), the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms. By listing an item in a fixed price sale, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.

b. For fixed price sales, Seller will determine the purchase price for each item he or she lists on the Site via and subject to TC's standard functionality for listing the purchase price, provided that Seller must abide by the same procedures and guidelines contained in the ECA Guidelines with respect to pricing.

c. Seller agrees to provide valid tracking numbers to TripleClicks for all orders.

d. Seller agrees to provide TripleClicks.com with the Website URL where tracking details can be viewed.

e. Seller understands that any requests from TC Members to list items for sale on the seller's ECA site OR to cash in MRP on behalf of a TC Member is strictly prohibited and could result in seller's removal from the ECA program. Seller also agrees to report immediately any such violations to TripleClicks.com.

f. Seller (ECA) may not post any customer order information (customer names, items ordered, etc.) on the seller's ECA News feed.

10. Your Obligation. By entering into this Participation Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

11. Seller Taxes. You agree that it is the Seller's responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority. You also agree that TC is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

12. Returns and Refunds. For all of your products you will provide us with your customer returns policies for display on the Site and accept and process returns and adjustments relating to your products in accordance with this Participation Agreement and the posted policies at the time of the applicable order. Using functionality we enable for your account, you will promptly notify us of all returns so that TripleClicks may issue refunds to the customer (which may be in the same payment form originally used to purchase your product), and you will reimburse us for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by TC to Seller under this Agreement or seek reimbursement from Seller via any of the means authorized in Section 5.e. above.

13. Chargebacks. TripleClicks is not responsible for any chargebacks received on ECA orders. If a chargeback is received on an order, TripleClicks will remove that payment from your account. We encourage all ECA's to provide complete and proper tracking information to protect yourself from losing any earnings. We will refute the chargeback in an attempt to recoup funds, including complete tracking that will assist in recouping those funds.

14. Password Security. Your password may be used only to access the Site, use the Program, and review/manage transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party or allow others to login and access your ECA Center (other than third parties authorized by you to use your account and who are acting on your behalf) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password. You are responsible for all activities that occur within your account and product listings.

15. Data Collection & Site Access. You will not collect TC visitors' content or information, or otherwise access TripleClicks, using automated means (such as harvesting bots, robots, spiders, or scrapers) without permission.You must not circumvent (or claim to circumvent) TripleClicks' intended limitations on core features and functionality.

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16. Illegal Activity

a. Compliance with Laws; Fraud. The Site and Program may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and TC will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

b. Investigation. TC has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. TC also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. TC reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.

c. Disclosure of Information. TC also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect TC's systems and customers, or to ensure the integrity and operation of TC's business and systems, TC may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

17. Privacy; Use of TC Transaction Information.

a. TC may communicate with you in connection with your listings, sales, and the Program, electronically and via other media, and you consent to such communications. When you use the Program, some personally identifiable information about you, including your feedback and the contact e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers.

b. You will not directly or indirectly disclose, convey or use any order information or other data or information acquired by you from TC or its affiliates (or otherwise) as a result of the Participation Agreement, the transactions contemplated hereby or the parties' performance hereunder (collectively, "TC Transaction Information"), except you may disclose this information as necessary for you to perform your obligations under this Participation Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. The terms of this Section 14(b) do not prevent you from using other information that you obtain separately from the TC Transaction Information, even if such information is identical to TC Transaction Information, provided that you do not target communications on the basis of the intended recipient being an TripleClicks.com user.

18. No Warranties. THE SITE AND THE PROGRAM ARE PROVIDED ON AN "AS IS" BASIS. TC MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

b. THAT THE SITE OR THE PROGRAM WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;

c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF TC. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, TC DISCLAIMS ANY AND ALL SUCH WARRANTIES.

19. General Release. BECAUSE TC IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE TC (AND ITS AGENTS, AFFILIATES AND EMPLOYEES) FROM 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 SUCH DISPUTES.

20. Indemnity/Limitation of Liability.

a. Indemnity and Defense. You will defend, indemnify and hold harmless TC and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.

b. Limitation of Liability. TC WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE PROGRAM, THE INABILITY TO USE THE PROGRAM, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE PROGRAM.

c. Force Majeure. We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.

21. Applicable Law. The laws of the state of Nebraska govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with TC or its affiliates relating in any way to these terms and conditions or your use of the Program in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 shall be adjudicated in any state or federal court in Lancaster County, Nebraska, and you consent to exclusive jurisdiction and venue in such courts.

22. Disputes. Because TC is not the agent of either Seller or Buyer for any purpose, TC will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. TC urges Sellers and Buyers to cooperate with each other to resolve such disputes.

23. Your Grant. By entering into this Participation Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to TC and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Program); provided further, however, that nothing in this Participation Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to TC and its affiliates, and that the use of such materials by TC and its affiliates will not infringe upon or violate the rights of any third party.

24. Termination. TC, in its sole discretion, may terminate this Participation Agreement, access to the Site or the Program, or any current fixed price sales immediately without notice for any reason. TC, in its sole discretion, also may prohibit any Seller from listing items for fixed price sales.

25. General Provisions

a. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notice and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

b. No Agency; Third-Party Beneficiary. TC is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of TC, you, and relying Buyers or Sellers.

c. Severability. If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

d. No Waiver. We will not be considered to have waived any of our rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. TC's failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of TC's right to subsequently enforce such provision or any other provisions of this Participation Agreement.