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| PROVIDER-SELLER AGREEMENT |
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1.0 ACCEPTANCE OF TERMS
1.1 These Terms are between you and Basement Depot and consists of the most recent versions of the terms and conditions of the Provider-Seller Agreement as well as the Basement Depot Privacy Policy, the Basement Depot User Agrement, the Basement Depot Contractors Agreement, and the Store Guidelines.
1.2 Basement Depot reserves the right, in its sole discretion, to change, modify, add or remove all or part of these Terms, including but not limited to any term, applicable fee, policy, or guideline, at any time without notice or acceptance by You, except as provided in Section 4. Regardless of whether Basement Depot has provided You individual notice, Your continued use of the Service following Basement Depot's notice or posting of changed Terms will constitute Your acceptance of such changes. It is Your responsibility to check regularly for changes to the Terms and ensure that any contact information You provide to Basement Depot is updated and correct.
1.3 BY COMPLETING THE APPLICATION OR REGISTRATION PROCESS AND INDICATING THAT YOU ACCEPT, YOU: (a) agree to be bound by these Terms; (b) represent and warrant that, if You are an individual, You are 18 years old or older or, if you are an entity that You are a corporation, partnership or other legal entity duly formed (and incorporated if applicable) in good standing where required to do business with all legal authority and power to accept these Terms; (c) agree to provide true, accurate, current and complete information in all registration/application forms, including billing and credit card related information and other account information (all together, the “Account Information”), and agree to maintain and update this information to keep it true, accurate, current and complete; and (d) represent and warrant that You have the power and authority to enter into and perform under these Terms. If these Terms or any future changes are unacceptable to You, Your sole remedy is to cancel Your Service. IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS, DO NOT COMPLETE THE REGISTRATION-APPLICATION PROCESS.
2.0 DESCRIPTION OF SERVICE
2.1 As a Provider-Seller, your service includes E-Commerce (Store) functionality and these entire Terms apply to You.
2.2 Unless explicitly stated otherwise, any new features that augments or enhances the current Service, including the release of new Service resources, shall be subject to these Terms. In order to use the Service, You must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any fees associated with such access. You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for Your access to and use of the Service and any Software, and for all related fees.
3.0 INTELLECTUAL PROPERTY
3.1 Except for the rights expressly granted herein, this Agreement does not transfer from Basement Depot to You any Basement Depot developed, licensed or owned technology, and all rights, title, and interest in and to such technology will remain solely with Basement Depot. The parties agree that they will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.
3.2 Notwithstanding anything to the contrary in this Agreement, You will not attempt to prohibit or enjoin Basement Depot at any time from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Basement Depot.
3.3 Basement Depot may be required to disclose information to individuals asserting rights under the Digital Millennium Copyright Act, and You expressly authorize Basement Depot to comply with any and all lawful notices, subpoenas, court orders or warrants without prior notice to You.
4.0 PAYMENT
4.1 Payment Terms. You will pay all fees due according to the prices and terms applicable to your Services, including option features. All installation or set-up fees and non-recurring charges, along with the first month's recurring charges, shall be due and payable within ten (10) days of initiation of Service. Thereafter, recurring fees will be charged, in advance to Your credit card. If Your credit card is invalid or You are otherwise past-due in your payments for any reason, the Service may be terminated and removed from Basement Depot's servers by Basement Depot with or without notice, and all the information contained within deleted permanently. Basement Depot accepts no liability for information or content that is deleted due to an invalid credit card or where Your payments are past-due. Reactivation of the Service after termination or cancellation for any reason may require the payment of additional set up fees. In the event You fail to pay charges, Basement Depot may assign unpaid late balances to a collection agency for appropriate action. In the event legal action is necessary to collect on balances due, You agree to reimburse Basement Depot for all expenses incurred to recover sums due, including attorneys' fees and other legal expenses. You also agree to pay all current charges for the Service as well as taxes and fees assessed against You or Basement Depot on the charges and all late payment, interest or other fees as stated on Your bill. Basement Depot may modify its billing practices or late payment charges by providing You with prior written notice of the modification. Basement Depot in its discretion may offer discounts or special offers from time to time.
You will be charged, as applicable, (a) a one-time set up fee, (b) a monthly hosting fee, and (3) monthly transaction fee equal to a percentage of the Total Revenue, with payments due with the billing for the month after the calendar month to which the transaction fee applies. Basement Depot will calculate all fees.
"Total Revenue" means the total dollar amount, excluding shipping and handling charges and any applicable taxes, of all transactions conducted through Your Store. You will be entitled to identify, and exclude from Total Revenue, those transactions conducted through Your Store that are cancelled or for which no products are shipped to the purchaser ("Excluded Transactions"), except that You must identify a transaction as an Excluded Transaction within 60 days from the date on which the transaction was originally conducted.
4.1 Price Changes. Basement Depot may, upon notice required by applicable laws, at any time change the amount of or basis for determining any fee or charge or institute new fees or charges with respect to the Service. Upon renewal, the prices charged may be changed without notice to the then prevailing price for the Services.
Current Fee Schedules. For the current fee schedules, go to:
http://www.basementdepot.com/sellerfees.php
4.7 Taxes. You shall pay or otherwise be responsible for all federal, state or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.
5.0 TERM AND TERMINATION
5.1 Term. The initial term of this Agreement and these Terms will commence on the date that You AGREED to these Terms (or the first date on which you use the Service, whichever comes first) and will remain effective until you terminate your service. If You wish to terminate the Services, you must contact Basement Depot in writting. If You fail to notify Basement Depot of Your intent not to renew, this Agreement will be automatically renewed at the Basement Depot then-current rates and charges. If You fail to cancel the services as set forth herein, this Agreement will be renewed at the then-current rates and fees. Except as set forth in these Terms, neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its Terms.
5.2 Cancellation/Termination by You. You may cancel Your Service and terminate these Terms at any time. If You cancel the Service, Your Service and access to the Service will be discontinued immediately, and no refund will be provided for any payments You have made.
5.3 Termination by Basement Depot. Basement Depot may terminate these Terms at any time upon notice to You. Notwithstanding anything to the contrary herein, Basement Depot may also, but has no duty to, immediately suspend or terminate Your Service, terminate Your access and password, remove Your Service from Basement Depot servers, or remove any Content within the Service, if Basement Depot concludes, in its sole discretion, that You (a) have breached, violated or acted inconsistently with the letter or spirit of these Terms, including any applicable Basement Depot Policy or any applicable law or regulation; (b) have provided false information as part of your Account Information, (c) are engaged in fraudulent or illegal activities or the sale of illegal or harmful goods or services; or (d) are engaged in activities or sales that may damage the rights or reputation of Basement Depot or others (each “Termination for Cause”). Any Termination For Cause by Basement Depot will take effect immediately, and You expressly agree that You will not have any opportunity to cure.
5.4 Termination for Cause by Either Party. In addition to any other right to terminate set forth herein, either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Basement Depot; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
5.5 Termination – Legal Event. In the event a ruling, regulation or order issued by a judicial, legislative or regulatory body causes Basement Depot to believe that these Terms and/or the Service provided hereunder may be in conflict with such rules, regulations and/or orders, Basement Depot may suspend or terminate the Service, or terminate these Terms without liability.
5.6 Deletion of Content. Upon any termination of the Service, Basement Depot reserves the right to permanently delete from its servers any and all information and content contained in Your account or Service, including but not limited to order processing information, mailing lists, files, Email, and any Web pages generated by You or the Service. Basement Depot accepts no liability for such deleted information or content.
5.7 Responsibility for Fees. Should Basement Depot suspend a portion, but not all, of your Service due to a violation by You of any law, regulation or policy, You shall remain liable for all fees applicable to the Service as a whole. Should Basement Depot terminate your Service, You are liable for the payment of all fees applicable to the Service up to the date of termination, in addition to any early termination fees (if any).
You expressly waive any statutory or other legal protection in conflict with these provisions.
6.0 Prohibited Uses
In addition to those matters set forth in the Basement Depot Policies, You shall not post, transmit, re-transmit or store material on or through any of the Services which, in the sole judgment of Basement Depot (i) is in violation of any local, state, federal or foreign law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for Your use. You agree that you will NOT knowingly use the Service, among other things, to:
(a) upload, post, Email, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
(b) harm minors in any way;
(c) impersonate any person or entity, including but not limited to a Basement Depot official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
(e) upload, post, Email, transmit or otherwise make available any content that You do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
(f) upload, post, Email, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(g) upload, post, Email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
(h) upload, post, Email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(i) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(j) violate any applicable local, state, national or international law, including but not limited to regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
(k) "stalk" or otherwise harass another;
(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
(m) collect or store personal data about other users;
(n) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating "Crush" sites;
You agree to indemnify and hold harmless Basement Depot from any claims resulting from the use of the Services which damages You or any other party. Basement Depot reserves the right to investigate You, Your business, and/or Your owners, officers, directors, managers and other principals, Your sites, and the materials comprising the sites, at any time. These investigations will be conducted solely for Basement Depot's benefit, and not for Your benefit or that of any third party. If the investigation reveals any information, act or omission, which in Basement Depot's sole opinion, constitutes a violation of any local, state, federal or foreign law or regulation, or the Basement Depot Policies, YahooBasement Depotmay immediately shut down your service, and notify You of the action. You agree to waive any cause of action or claim You may have against Basement Depot for such action.
7.0 OWNERSHIP AND SECURITY
You will receive a password from Basement Depot to provide access to and use of Your Service, and You agree to keep Your password confidential. You are entirely responsible for maintaining the security of Your Service, and You are fully responsible for all activities that occur under Your Service and password, and any other actions taken in connection with the service. You agree to immediately notify Basement Depot of any unauthorized uses of the Service or any other breaches of security. Basement Depot cannot and will not be liable for any loss or damage from Your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Basement Depot be liable, in any way, for any acts or omissions, of You or any user of Your Service to whom You gave access, including any damages of any kind incurred as a result of such acts or omissions.
9.0 E-Commerce (Store)
With a Basement Depot Provider Account, You can use the Service to facilitate the creation and maintenance of an interactive online store ("Store") for the sale of goods and services. You acknowledge and agree that You will be solely responsible for all goods and services offered at and sold through Your Store, all materials used or displayed at the Store, and all acts or omissions that occur at the Store or in connection with Your account or password. You agree that Your use of the Service and Your Store will be in compliance with the Store Guidelines located at ------------ and any applicable laws and regulations at all times.
10. Representations and Warranties
You represent and warrant that You have full power and authority under all relevant laws and regulations: (a) to offer and sell the goods and services offered at the Store, including, but not limited to, holding all necessary licenses from all necessary jurisdictions to engage in the advertising and sale of the goods or services offered at the Store; (b) to copy and display the materials used or displayed at the Store; and (c) to provide delivery of goods or services as specified at the Store.
10.1 Suspension or Termination of Store. Basement Depot reserves the right to terminate Your Service, or refuse to host or continue to host any Store which it believes, in its sole discretion: (a) has caused a significant number of complaints for failing to be reasonably accessible to customers or timely fulfill customer orders; or (b) has become the subject of a government complaint or investigation. Additionally, Basement Depot reserves the right to review and remove any Store at any time for non-compliance with these Terms.
10.2 Merchant Information. Basement Depot maintains information about You and the Store on Basement Depot servers, including, but not limited to, Your Account Information, Your customer order information, sales information, and clickstream data ("Merchant Information"). You grant to Basement Depot a non-exclusive, worldwide, royalty-free, perpetual license to use Merchant Information in aggregate form (i.e., in a form that is not individually attributable to You) for research, marketing and other promotional purposes. You agree that Basement Depot may disclose Merchant Information in the good faith belief that such action is reasonably necessary: (a) to comply with the law; (b) to comply with legal process; (c) to enforce these Terms; (d) to respond to claims that You or the Store is engaged in activities that violate the rights of third parties; or (e) to protect the rights or interests of Basement Depot or others; provided, however, that nothing in this Section shall impose a duty on Basement Depot to make any such disclosures.
11.0 COMPLIANCE
11.1 You represent and warrant that You are not a resident of any country or affiliated with any organization prohibited to do business within the United States as defined and set forth at: http://www.bxa.doc.gov/DPL/denialist.html and http://www.treas.gov/ofac. You further represent and warrant that You will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction You operate or do business. You agree to comply with all applicable U.S. and non-U.S. laws, rules, regulations and orders, including but not limited to, tax, export and import, embargo and trade sanctions, intellectual property, including copyright, content, sales, mail-order, commerce, and e-commerce laws and regulations. You shall be responsible for determining what laws or regulations are applicable to Your use of the Services. You shall, upon the request of Basement Depot, provide Basement Depot assurance of Your compliance with those laws. You acknowledge that Basement Depot exercises no control whatsoever over the content of the information passing through Your site(s) and that it is Your sole responsibility to ensure that the information You and Your users transmit and receive complies with all applicable laws and regulations and the Basement Depot Policies.
11.2 You are responsible for charging and collecting from Your end user customers any and all applicable taxes. If You fail to impose and/or collect any tax from end users or Your other retail customers as required herein, then, as between Basement Depot and You, You shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that You have agreed to pay or impose on and/or collect from end users or Your other retail customers, You agree to indemnify and hold harmless Basement Depot for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from Basement Depot due to Your failure to pay or collect and remit such tax to such authority
12.0 SUPPORT
Basement Depot reserves the right to establish limitations on the extent of any support provided for the Service, and the hours at which it is available.
13.0 INDEMNITY
You agree to indemnify and hold harmless Basement Depot and Bay State Internet Services, and its parents, subsidiaries, affiliates, co-branders or other partners, officers, directors, shareholders, employees and agents, from any claim, demand, or investigation, including reasonable attorneys fees, made by any third party due to or arising out of Your Content, Your conduct, Your use of the Service, the goods or services offered or sold through Your Service, any alleged violation of these Terms, including any applicable Basement Depot Policies, law or regulation, or any alleged violation of any rights of another, including but not limited to Your use of any content, trademarks, service marks, trade names, copyrighted or patented material, or other intellectual property used in connection with Your Service. Basement Depot reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, but doing so shall not excuse Your indemnity obligations.
14.0 RESALE OF SERVICE
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Basement Depot.
15.0 GENERAL PRACTICES REGARDING USE AND STORAGE
You acknowledge that Basement Depot may establish general practices and limits concerning use of the Service.
16.0 MODIFICATIONS TO AND DISCONTINUATION OF SERVICE
Basement Depot reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Basement Depot shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Service.
17.0 DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) THE SERVICE AND SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BASEMENT DEPOT AND BAY STATE INTERNET SERVICES EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) YOUR USE OF THE SERVICE, THE SOFTWARE, AND ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE, IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA.
(c) THE SECURITY MECHANISM INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND YOU MUST DETERMINE THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS.
(d) NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT (i) THE SERVICE OR SOFTWARE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE OR SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
(e) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
(f) BASEMENT DEPOT AND BAY STATE INTERNET SERVICES assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
18.0 LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT BASEMENT DEPOT AND BAY STATE INTERNET SERVICES AND ITS AFFILIATES, CO-BRANDERS OR OTHER PARTNERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF BASEMENT DEPOT AND BAY STATE INTERNET SERVICES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER FAILURE OF PERFORMANCE OF THE SERVICE OR THE SOFTWARE; (iii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (vi) ANY GOOD OR SERVICE OFFERED OR SOLD THROUGH THE SERVICE; OR (vii) ANY OTHER MATTER RELATING TO THE SERVICE OR SOFTWARE.
BASEMENT DEPOT AND BAY STATE INTERNET SERVICES'S LIABILITY TO YOU SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE PAYMENTS ACTUALLY MADE BY YOU TO BASEMENT DEPOT OVER THE COURSE OF THE EXISTING TERM. YOU ACKNOWLEDGE THAT BASEMENT DEPOT HAS SET ITS PRICES IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTHHEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THESE TERMS WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
19.0 NOTICE
Notices under these Terms shall be by electronic mail or in writing and shall be deemed delivered upon receipt to the party to whom such communication is directed, at the addresses specified below. If to BASEMENT DEPOT, such notices shall be addressed to store-support@basementdepot.com or 31 Sanford Road
Westport, MA 02790, USA. If to You, such notices shall be addressed to the electronic or mailing address specified when You opened Your account, or such other address as either party may give the other by notice as provided above. Basement Depot may also provide notices of changes to these Terms or other matters by displaying notices or links to notices to You generally on the Service.
20.0 CHOICE OF LAW AND FORUM (LOCATION OF LAWSUIT)
These Terms and the relationship between You and Yahoo! shall be governed by the laws of the State of Massachusetts without regard to its conflict of law provisions, and specifically excluding from application to these Terms that law known as the United Nations Convention on the International Sale of Goods. You and Basement Depot agree to submit to the personal jurisdiction of the courts located within the county of Fall River, Massachusetts. The failure of Basement Depot to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
21.0 FORCE MAJEURE
Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of terrorists, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inaction's of Basement Depot), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Basement Depot is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, You may cancel the Service(s), but there shall be no liability on the part of Basement Depot.
22.0 ASSIGNMENT
Except as expressly set forth herein, You may not assign Your rights or delegate Your duties under this Agreement either in whole or in part without the prior written consent of Basement Depot, and any attempted assignment or delegation without such consent will be void. Basement Depot may assign this Agreement in whole or part. Basement Depot also may delegate the performance of Services to third parties, including Basement Depot affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.
23.0 RELATIONSHIP OF PARTIES
This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Basement Depot and You. Neither Basement Depot nor You will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.
24. NO THIRD PARTY BENEFICIARIES
Basement Depot and You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or Your customers.
25.0 INTEGRATION AND SEVERABILITY
These Terms constitute the entire agreement between You and Basement Depot and govern Your use of the Service, superceding any prior agreements between You and Basement Depot (including, but not limited to, any prior versions of these Terms) pertaining to this Service. You also may be subject to additional terms and conditions that may apply when You use affiliate or other Basement Depot services, third-party content or third-party software. If any provision of these Terms or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect.
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