Innersell System User Agreement

YOUR ACCEPTANCE OF THIS LEGALLY BINDING AGREEMENT

IMPORTANT: YOUR ACCESSING, BROWSING OR OTHER USE OF THE WWW.INNERSELL.COM WEBSITE INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH INNERSELL INC., OR YOUR ACCEPTANCE OF A SUPPLIER AGREEMENT OR A REFERRAL AGENT INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT WITH INNERSELL INC. If you do not agree with the terms and conditions of this Agreement, do not access, browse or otherwise use the www.innersell.com website and its sub sites (the “Website”) or information, material, products or services provided therein, including the web based system found therein (the "InnerSell System" which for clarity includes the Website). You agree that your accessing, browsing or other use of the InnerSell System constitutes conclusive evidence of your agreement to the terms and conditions contained in this Agreement. This Agreement is between you, the legal entity to which you represent, if any (herein collectively referred to as "you"), and InnerSell Inc. ("InnerSell") and is effective as at the date that you first access, browse or use the InnerSell System unless you have otherwise agreed to a Supplier Agreement or a Referral Agent Agreement, in which case this Agreement is effective as of the date that you confirm your acceptance of such agreement by clicking the "I ACCEPT" button.

You further agree that InnerSell may change, amend or replace all or any part of this Agreement at any time, that such changes, amendments or replacements shall be effective as of the time of posting of the changes, amendments or replacements to the InnerSell System. InnerSell will provide notice on the Website of any material changes made to this Agreement and your continued use of the InnerSell System after the time of posting of such notice will constitute evidence of your acceptance of the changed, amended or replaced Agreement. You further agree to regularly review this Agreement for such changes, amendments or replacements. If you do not agree with the changed, amended or replaced Agreement, do not use or access the InnerSell System or information, material, products or services provided therein. InnerSell may contact you from time to time to notify you of any material changes, amendments or replacements to all or any part of this Agreement provided that you have given InnerSell your e-mail address and agreed that InnerSell may contact you using that e-mail address. We refer you to our Privacy and Security Statement (www.innersell.com/privacy.aspx) for further details as to InnerSell’s collection, use and disclosure of personal information.

Ownership of Content and Intellectual Property Protection

You shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of any information or data ("Data") provided by you to InnerSell through the InnerSell System, as well as the sole responsibility for any infringement of any intellectual property right ("Intellectual Property Right") of any third party in respect of all or any part of the Data, including any right or protection existing from time to time in a specific jurisdiction, whether registered or not, under any patent law or other invention or discovery law, copyright law, publicity, privacy, performance or moral rights law, trade secret law, confidential information law, integrated circuit topography law, semi-conductor chip protection law, industrial design law, trademark law, unfair competition or trade practices law, or other similar laws and includes legislation by competent governmental authorities and judicial decisions under common law or equity.

You hereby grant to InnerSell an irrevocable, non-exclusive, perpetual, royalty-free and worldwide license to access, reproduce, distribute, publicly display, and otherwise use the Data and all Intellectual Property Rights therein for its own purposes and for the purposes of the InnerSell System, together with the rights to sublicense these rights to the Data to other parties who utilize the InnerSell System.  You represent and warrant to InnerSell and acknowledge that InnerSell is relying on such representations and warranties that:

(a) Any and all Data provided by you to InnerSell through the InnerSell System is either owned by or proprietary to you or that you have all necessary consents, licenses, rights and waivers, to grant the license to use the Data and all Intellectual Property Rights therein as set out above.

(b) Any and all Data provided by you to InnerSell through the InnerSell System, and the collection, storage, use and disclosure of such Data by you or by InnerSell will not infringe any Intellectual Property Right of any third party, including any right of privacy of an individual.

Except for Data as set out above, you acknowledge and agree that any and all information, material, products and services, including data, databases, graphics, text, files, software, interfaces, web pages, product names, company names, trademarks, logos and trade names on the InnerSell System (collectively the “Content”), including the manner in which the Content is presented or appears and all Intellectual Property Rights and all information relating thereto, are the property of InnerSell or its licensors.

Content found on the InnerSell System is protected under patent, copyright, trademark, privacy, proprietary or other intellectual property laws of the United States, Canada and other applicable jurisdictions, and any unauthorized use of such Content may violate such laws or this Agreement.  Except as expressly provided herein, no license under any Intellectual Property Right is granted or implied by granting access to the Content.

Security Measures

We refer you to our Privacy and Security Statement   for further information as to InnerSell’s security commitment. We are committed to protecting the security of your information, including your password, and personal information. When you send personal information to us using the Website, we use Secure Socket Layering (SSL) to encrypt your personal information.  Unfortunately no data transmission over the Internet can be guaranteed to be 100 percent secure. Accordingly, while we strive to protect your personal information, we cannot warrant the security of the information you transmit to us, and you do so at your own risk. You have assessed the risks of the level of security offered by us in respect of the transmitting, use, storage and disclosure of Data on the InnerSell System, of such security measures being defeated or otherwise rendered ineffective, and have decided that you wish to trust them.  The fees charged by InnerSell reflect the allocation of risk herein and the limited recourse provided for in this Agreement.

Other than as expressly provided for herein, InnerSell will have no liability of any kind arising from or relating to the theft, destruction or loss by any means of any Data, however transmitted or published, available on or through the InnerSell System.

License to Content

You are provided with a limited, personal, non-transferable, non-exclusive license to access, view, read, download and print one copy of the Content.  Except as otherwise provided herein or in another written agreement with InnerSell, you may access, view, read, download and print the Content subject to the following conditions:

(c) You shall use the Content solely for personal, informational, and internal purposes;

(d) You shall abide by any rules for the use of the InnerSell System posted on the InnerSell System by InnerSell from time to time;

(e) You shall not bundle, sell, license, sublicense, export, transfer, loan, rent, lease, assign, share, outsource, host, publish, distribute, part with possession or make available to any person, the Content, or any part thereof;

(f) You shall not copy, edit, modify, adapt, create derivative works, translations, adaptations or arrangements, republish, transmit, merge, reverse engineer, decompile or disassemble the Content, or any part thereof;

(g) You shall not create links or deep links to any part of the InnerSell System or to any Content contained therein;

(h) You shall not frame or mirror any part of the InnerSell System or any Content contained therein;

(i) You shall not use the Content, or any part thereof, or output therefrom, for the direct benefit of any third party, nor shall you charge or receive, either by direct or indirect payment, or by trade of service, compensation, or fees from any third party, for the use of the Content or output therefrom;

(j) You shall not alter, remove, or destroy any proprietary markings, or confidentiality legends, or notices placed on, or contained within, the Content; or

(k) You shall not permit, allow or do anything that would infringe or otherwise prejudice the proprietary rights of InnerSell or its licensors or allow any third-party to access the Content.  

InnerSell reserves the right to revoke the authorization to access, view, read, download and print one copy of the Content available on the InnerSell System at any time and for any reason, and any such use shall be discontinued immediately upon notice from InnerSell.  The rights granted to you herein constitute a license and not a transfer of title.

Collection and Use of Information About You

InnerSell may from time to time monitor your use of the www.innersell.com website and collect, store, use and disclose information about you.  See our Privacy and Security Statement  for specific details with respect to our collection, storage, use and disclosure of information about you.  InnerSell uses your personal information to provide you with services and to help us better understand your needs and interests. Specifically, we use your information to help you complete a transaction or order, to communicate with you, to provide service and support, to update you on services and benefits and to personalize the InnerSell Website. Occasionally we may also use your information to contact you for market research regarding InnerSell products or services.  Personal data given to InnerSell may be transferred across provincial, state and country borders for the purposes of data consolidation, storage and simplified customer information management. Non-personal data is aggregated for reporting about InnerSell Website usability, performance and effectiveness. It is used to improve the customer experience, usability and site content.

You hereby consent to such collection, storage, use and disclosure.  You may, at any time, request access to, correct and delete personal information about you stored by InnerSell by contacting InnerSell at  customercare@innersell.com.

Disclaimer of Warranties

THE INNERSELL SYSTEM AND ALL DATA AND CONTENT PROVIDED THEREIN IS PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES OF ANY KIND.  YOU UNDERSTAND AND AGREE THAT THE USE OF THE INNERSELL SYSTEM OR THE DATA AND CONTENT PROVIDED THEREIN IS AT YOUR SOLE RISK.  INNERSELL MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES WITH RESPECT TO THE INNERSELL SYSTEM OR THE DATA OR CONTENT PROVIDED THEREIN, INCLUDING ANY PRODUCT, SERVICE OR SOFTWARE PROVIDED ON THE WEBSITE OR THROUGH THE INNERSELL SYSTEM AND, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, GUARANTEES AND CONDITIONS OF ANY KIND, EXPRESS AND IMPLIED, REGARDING THE INNERSELL SYSTEM OR THE DATA OR THE CONTENT PROVIDED THEREIN, INCLUDING WITHOUT LIMITATION, ALL REPRESENTATIONS, WARRANTIES, GUARANTEES OR CONDITIONS REGARDING ACCURACY, TIMELINESS, COMPLETENESS, CURRENTNESS, AVAILABILITY, EFFECTIVENESS, NON-INFRINGEMENT, RELIABILITY, SECURITY, PRIVACY, TITLE, TRUTH, USEFULNESS, SUITABILITY, QUALITY, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.  FURTHER, INNERSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE WEBSITE, THE INNERSELL SYSTEM OR ANY DATA OR CONTENT PROVIDED THEREIN WILL BE SATISFACTORY TO YOUR NEEDS, MEET YOUR REQUIREMENTS OR EXPECTATIONS, OPERATE WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA OR BE UNINTERRUPTED, TIMELY, ACCURATE, SECURE OR FREE FROM ERRORS OR THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED.  FINALLY, INNERSELL MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT ANY STORED DATA OR CONTENT WILL BE ACCURATE OR RELIABLE OR THAT THE WEBSITE, INNERSELL SYSTEM OR THE SERVER(S) THAT CONTAIN OR HOST THE WEBSITE, THE INNERSELL SYSTEM, THE DATA OR THE CONTENT ARE FREE OF VIRUSES, WORMS OR OTHER HARMFUL COMPONENTS.

Limitation of Liability

INNERSELL ASSUMES NO RESPONSIBILITY TO YOU OR ANY THIRD PARTY FOR THE CONSEQUENCES OF ANY INACCURACY, ERROR OR OMISSION ON THE WEBSITE OR IN THE INNERSELL SYSTEM OR IN RESPECT OF THE DATA OR CONTENT PROVIDED THEREIN, REGARDLESS OF CAUSE.  INNERSELL, ITS AFFILIATES, AGENTS, LICENSORS, SUPPLIERS, OR THEIR RESPECTIVE DIRECTORS OR EMPLOYEES, SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE, THE INNERSELL SYSTEM OR ANY DATA OR CONTENT PROVIDED THEREIN, OR ARISING OUT OF OR RELATING TO THE USE OF ANY WEBSITE LINKED HERETO, INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST OPPORTUNITIES, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, AGGRAVATED, ECONOMIC, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR ANY KIND, EVEN IF INNERSELL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR OF A CLAIM BY ANOTHER PARTY.

ALTHOUGH INNERSELL TAKES PRECAUTIONS TO PROTECT PERSONAL AND CONFIDENTIAL INFORMATION, THERE IS NO GUARANTEE, AND INNERSELL MAKES NO REPRESENTATION OR WARRANTY, THAT PERSONAL AND CONFIDENTIAL INFORMATION TRANSMITTED TO OR FROM THE WEBSITE OR THROUGH THE INNERSELL SYSTEM, USED BY INNERSELL, STORED ON A SERVER OF INNERSELL, DISCLOSED BY INNERSELL, OR TRANSMITTED OVER THE INTERNET GENERALLY, WILL BE MAINTAINED CONFIDENTIAL AND SECURE.  INNERSELL ASSUMES NO LIABILITY OR RESPONSIBILITY PERTAINING TO THE RECEIPT, STORAGE, TRANSMISSION OR OTHER USE OF PERSONAL OR CONFIDENTIAL INFORMATION PROVIDED BY YOU TO INNERSELL.

Certain jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability for certain damages, and so all or parts of the provisions set forth above may not apply to you.

Indemnification

You agree to indemnify, defend, and hold InnerSell Inc., its affiliates, agents, licensors or their respective directors, officers, agents or employees, harmless against any and all actions, claims, costs, damages, demands, liabilities, proceedings, expenses or loss of any kind (including legal and other fees and disbursements) sustained, incurred or paid by InnerSell arising out of your access to or use of the InnerSell System, resulting from Data transferred by you through the InnerSell System, arising out of any transaction engaged in by you with another user of the InnerSell System or arising out of any breach of, or failure to fulfil, all or any part of this Agreement by you.

Release

You agree to remise, release and forever discharge InnerSell Inc., its successors and assigns, its directors, officers, agents or employees and its affiliates, agents, and licensors, their successors and assigns and their directors, officers, agents or employees, of and from all manner of actions, causes of action, suits, debts, dues, accounts, receipts, payments, bonds, covenants, contracts, claims and demands whatsoever against InnerSell Inc. arising or resulting from any arising out of any transaction engaged in by you with another user of the InnerSell System (the “Released Matters”).

You acknowledge that you are familiar with Section 1542 of the Civil Code of the State of California, which provides as follows:

“A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

You hereby waive and relinquish any right or benefit that you have or may have under Section 1542 of the California Civil Code of the State of California or any similar provision of the statutory or nonstatutory law of any other jurisdiction to the fullest extent that you may lawfully waive all such rights and benefits in connection with the Released Matters.  You acknowledge and are aware that you may hereafter discover claims or facts in addition to or different from those which you now know or believe to exist with respect to the Released Matters, but that it is your intention hereby fully, finally, and forever to settle and release all of the Released Matters.  In furtherance of this intention, the foregoing releases shall remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claim or fact.

User Acknowledgements

You acknowledge and agree that inherent in the procurement, compiling, collecting, interpreting, reporting, communicating, delivering and inputting digitally of the Content, there will be a degree of error which cannot be avoided even with standards of quality control which exceed industry standards.

Your Account

You acknowledge and agree that the account provided by InnerSell to you so that you may access, browse, utilize or otherwise enjoy the InnerSell System, and the password selected by and used by you in conjunction with the account to access, browse, utilize or otherwise enjoy the InnerSell System, are to be kept secret and confidential.  You shall not disclose your account information, including your account number, account name, or password to any other party without the express written permission of InnerSell.  You further acknowledge and agree that you will be responsible for each and every access, use or enjoyment of the InnerSell System or the Content that occurs in conjunction with the account and password given to you by InnerSell, and that InnerSell is authorized to accept the account information and password as conclusive evidence that you have accessed, utilized, or otherwise enjoyed the InnerSell System or the Content.

You acknowledge and agree that you are fully responsible for maintaining the confidentiality of your account information, including your account number, account name, and/or password, if applicable.  You acknowledge and agree that you will logout from your account at the end of each session of use.  You acknowledge and agree that you are responsible for damages and repercussions resulting from all uses of your account, whether actually or expressly authorized by you.  If you suspect or know that you are being impersonated, or if you suspect or know of any unauthorized use of your account or any other breach of security, you agree to contact   customercare@innersell.com immediately. InnerSell reserves the right to disclose any information, including registration data, in order to comply with any applicable laws and/or government requests for the protection of InnerSell and its members.

User Conduct

You agree to abide by all of the following rules when accessing, browsing or otherwise using the InnerSell System, the Data or the Content found therein:

(a) You shall abide by all applicable federal, state, provincial and local laws, including laws, rules or regulations of governmental agencies, authorities or bodies and judicial decisions under common law or equity;

(b) You shall use commercially reasonable efforts to ensure that the Data inputted and transmitted by you to InnerSell is accurate and complete;

(c) You shall promptly notify InnerSell of a completed transaction where the InnerSell System has brought together the end customer and the supplier;

(d) You shall not provide any Data or engage in any activity that is false, inaccurate or misleading;

(e) You shall not engage in any fraudulent or illegal activity in connection with the InnerSell System, Data or Content or in connection with any other person that accesses or uses the InnerSell System, Data or Content;

(f) You shall not contravene any non-competition agreement, non-solicitation agreement, confidentiality agreement, employment agreement or other agreement with your employer or with any other person to which you are a party, nor shall you contravene any of the policy or rules of your employer;

(g) You shall not harass another person or interfere with another person’s use and enjoyment of the InnerSell System, Data or Content;

(h) You shall not send unsolicited or unauthorized e-mail, advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of duplicated or unsolicited messages;

(i) Other than as provided by InnerSell to you, you shall not collect, gather or assemble information or data regarding other users of the InnerSell System without their express consent;

(j) You shall not sell, license, sublicense, export, transfer, loan, rent, lease, assign, share, outsource, host, publish, distribute, part with possession or make available to any person, or transmit, store or otherwise post on the InnerSell System, any unlawful, immoral, pornographic, libellous, abusive, harassing, tortious, defamatory, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature, including materials that are harmful to minors;

(k) You shall not sell, license, sublicense, export, transfer, loan, rent, lease, assign, share, outsource, host, publish, distribute, part with possession or make available to any person, or transmit, store or otherwise post on the InnerSell System, any material that may infringe an Intellectual Property Right of another person;

(l) You shall not sell, license, sublicense, export, transfer, loan, rent, lease, assign, share, outsource, host, publish, distribute, part with possession or make available to any person, or transmit, store or otherwise post on the InnerSell System, any material that contains any virus, Trojan horse, worm, time bomb, easter egg, code, program, or any other software routines or hardware components designed or created to:

    (i) allow unauthorized access to, or use of, the InnerSell System, Data or Content, InnerSell’s network computing environment, individual computers of third parties or any other computing resource, by you or by any third party;

    (ii) cause any software, hardware, data or website, including the InnerSell System and Content, to malfunction; or

    (iii) disable, erase, or otherwise harm software, hardware, data or a website, including the InnerSell System and Content.

(m) You shall not interfere with or disrupt the integrity of any data, software, hardware, InnerSell System, activities on the InnerSell System, or any servers or networks owned by InnerSell, including the InnerSell System, Data and the Content and the servers or networks used by InnerSell to provide the InnerSell System, Data or Content.  You agree that you will not take any action that would result in unreasonably large demands on our systems data, software, hardware, InnerSell System, activities on the InnerSell System, or any servers or networks owned by InnerSell, including the InnerSell System, Data and the Content and the servers or networks used by InnerSell to provide the InnerSell System, Data or Content; and

(n) You shall not act contrary to any additional rules of use posted by InnerSell on the Website from time to time.

Interaction with Third Parties

The InnerSell System provides users an area for e-commerce between parties and includes information, views, opinions, and recommendations of many individuals and organizations, and you may engage in discussions with other parties or purchase goods or services from other parties.  InnerSell will not get involved in any transaction involving yourself and a vendor or purchaser of goods or services.  As a result, InnerSell has no control over any information, goods or services provided to you by another party through the InnerSell System or otherwise and InnerSell assumes no responsibility for the accuracy, completeness, objectiveness, or usefulness of the information presented on the InnerSell System by another party or for any transactions that you engage in with another party.  InnerSell does not endorse any recommendation or opinion made by any other party, does not endorse or support any request for a gift or a donation, and does not advocate the purchase or sale of any item or investment.  You agree to exercise caution and common sense when dealing with another party and you acknowledge and agree that there are risks in dealing or transacting with other parties and that InnerSell is not responsible for any action or inaction of another party.  You further agree that the use of the InnerSell System, Data, and Content and any transaction in which you may engage in with another party is done so at your own risk.

You should be aware that other parties may not appear to be who they say they are.  InnerSell takes no action to perform a background check on any of the parties using the InnerSell System or to verify the identity of a party using the InnerSell System.  You should also be aware that other parties may use the InnerSell System for personal gain. Therefore, you should approach messages and transactions with the utmost skepticism, and research and inquire into any information or transaction that appears to be questionable.  Further, it is strongly recommended that if you do rely on information transmitted to you through the InnerSell System or engage in a transaction with another party, that you perform your own due diligence with respect to that party to ensure that the party is a party with whom you wish to rely on or deal with.

Feedback or Evaluation System

We have established a user feedback system on the website to allow end customers to evaluate suppliers [and for suppliers to evaluate end customers].  The feedback system measures the satisfaction of an end customer with a supplier and with the products or services of the supplier [or the satisfaction of a supplier in dealing with an end customer]. The feedback provided by end customers [or suppliers] is independent of InnerSell and InnerSell will not get involved in providing any feedback and will only collect and post such feedback.  As a result, InnerSell has no control over any of the feedback provided, good, bad or otherwise, and InnerSell assumes no responsibility for the accuracy, completeness, objectiveness, or usefulness of the feedback presented on the InnerSell System.  A positive or negative feedback on the InnerSell system regarding a supplier [or an end customer] does not guarantee you similar results with such supplier [or end customer] and you agree: (i) to exercise caution and common sense when dealing with another party; (ii) that there are risks in dealing or transacting with another party regardless of the feedback provided from other persons about the particular party; (iii) that the use of the InnerSell System, Data, and Content and any transaction in which you may engage in with another party is done so at your own risk.  Finally, you consent to the collection of feedback and the posting of such feedback on the InnerSell system and agree not to hold InnerSell responsible for any feedback on the InnerSell system.

Restricted Access

You agree that you will not attempt to enter restricted areas of InnerSell's computer system or perform functions that you are not authorized to perform pursuant to this Agreement.  InnerSell may, without notice, temporarily or permanently suspend your access to the InnerSell System and the Content by deactivating your account or password if InnerSell reasonably suspects that your account is being used to obtain unauthorized access to InnerSell’s other systems or information, or is being used in any other inappropriate manner. These suspensions will be for a period of time necessary to permit the thorough investigation of such suspended activity.  InnerSell may terminate this Agreement immediately without notice if it is determined that you have undertaken such unauthorized activity or if such unusual activity cannot be reasonably explained.

Amendments to the InnerSell System

You agree and acknowledge that InnerSell may modify any part of the InnerSell System at any time and that the InnerSell System, including without limitation any sites associated thereto, may periodically be unavailable to you in order to allow for maintenance and updates.

Termination

InnerSell may terminate this Agreement and any other agreement InnerSell may have with you without notice to you and will do so if you use or attempt to use the InnerSell System, Data or the Content therein in any manner contrary to the terms of this Agreement, contrary to any additional rules of use posted by InnerSell on the InnerSell System from time to time, or if you default in a payment of any amount payable under any Agreement with InnerSell, when and as due.  Any such termination by InnerSell shall be in addition to and without prejudice to such rights and remedies as may be available to InnerSell, including the suspension or termination of your account or password and injunctive relief enjoining such acts or attempts, it being acknowledged by you that other legal remedies are inadequate.

The Ownership of Content and Intellectual Property Protection, Collection and Use of Information About You, Disclaimer of Warranties, Limitation of Liability, Indemnification, Restricted Access and Termination provisions of this Agreement shall survive the termination or expiry of this Agreement.

Trade-Mark Information

[InnerSell and the logo] are trademarks of InnerSell Inc.  The trademarks and logos (“Marks”) displayed on the InnerSell System are the property of InnerSell. You are not permitted to use the Marks without the prior written consent of InnerSell.

Third Party InnerSell Systems

The InnerSell System contains links to sites not maintained by InnerSell. You are advised that any use of a linked website and any use of or reliance upon content, products and services of a third party available at such sites is solely at your own risk.  In providing links to the other sites, InnerSell is in no way acting as a publisher or disseminator of the material contained on those other sites and does not seek to monitor or control such sites.  InnerSell cannot and does not make any representations or warranties with respect to any content, products and services available through these links and disclaims all liability relating to your use of or reliance upon any content, products and services available at or through such sites and disclaims any opinions expressed on such websites.  Links to other websites or references to content, products and services or publications other than those of InnerSell do not imply the endorsement or approval of such websites, content, products and services or publications by InnerSell.

International Users

The InnerSell System can be accessed from countries around the world and may contain references to Content, including products and services, that are not available in your country.  These references do not imply that InnerSell intends to market, promote, or distribute such Content, including products and services, in your country.

The InnerSell System is controlled, operated, and administered by InnerSell from its offices within the United States. InnerSell makes no representation that the InnerSell System, or the Content available therein, are appropriate or available for use at other locations outside the United States and Canada, and access to the InnerSell System from countries or territories where the InnerSell System or any of its Contents are illegal is prohibited.  If you access the website from a location outside the United States or Canada, you are responsible for compliance with all local laws.

General Legal Terms and Conditions

No delay or failure by InnerSell to exercise any right hereunder, and no partial or single exercise thereof, shall be deemed to constitute a waiver of such right, or any other rights hereunder.  Any consent by InnerSell to or any waiver of, a breach of any express or implied term of this Agreement, shall not constitute a consent to, waiver of, or excuse of any subsequent or other breach of any express or implied term of this Agreement.  No waiver, alteration, or modification by InnerSell of any of the provisions of this Agreement shall be binding unless in writing signed by a duly authorized representative of InnerSell against which enforcement of such waiver, alteration, or modification is sought.

If any term, covenant, or condition of this Agreement, or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant, or condition to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, or condition of this Agreement shall be valid, and be enforced to the fullest extent permitted by law.

It is expressly declared that it is not the purpose of this Agreement to create any agency, association, employment relationship, franchise relationship, partnership joint venture or syndicate and that neither this Agreement nor the operations hereunder shall be construed or considered as creating any such agency, association, employment relationship, franchise relationship, partnership, joint venture or syndicate.

This Agreement may not be assigned or otherwise transferred, nor may any right or obligations hereunder be assigned or transferred, directly or indirectly by you to any other party, whether voluntary, by operation of law or otherwise, without the written consent of InnerSell.  This Agreement may be assigned or otherwise transferred by InnerSell to an affiliate of InnerSell or to any entity with which it may merge or consolidate or which acquires substantially all of its business.

This Agreement and the Referral Agent Agreement or the Supplier Agreement, if any, (including the documents and instruments referred to herein or therein and the schedules and exhibits hereto or thereto) supersedes all prior representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral, relating to the subject matter hereof and sets forth the entire complete and exclusive agreement and understanding between the parties hereto relating to the subject matter hereof; no party has relied on any representation, arrangement, understanding or agreement (whether written or oral) not expressly set out or referred to in this Agreement.

Any claim, dispute, or controversy of whatever nature arising out of or relating to this Agreement and any of the documents contemplated by or delivered under or in connection with this Agreement shall be governed by and construed under the laws of the State of California, without giving effect to any choice of law principles that would require the application of the laws of a different state, and shall be brought exclusively in a court of competent jurisdiction, federal or state, located with the State of California, County of San Francisco.  The parties hereby consent to personal jurisdiction and venue in, and agree to services of process issued or authorized by, such court.

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by facsimile or e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, to InnerSell at 617 Mystic Lane, Foster City, CA 94404 or by facsimile to (866) 744-7905, and we may give notice to you by posting a general notice on the InnerSell System, or delivering, transmitting or mailing the notice to you at the last address provided by you to InnerSell for such purposes.  You shall be solely responsible for ensuring that the InnerSell is provided with your current address from time to time and InnerSell may rely on the last address provided by you to InnerSell for such purposes.  For clarity, written notice shall include notice by e-mail or other electronic means.

Any such notice or other communication shall be deemed to have been given and received on the day after it was delivered or transmitted (or, if such day is not a business day, on the next following business day) or, if mailed, on the fifteenth (15th) business day following the date of mailing; provided, however, that if at the time of mailing or within fifteen (15) business days thereafter there is or occurs a labour dispute or other event that might reasonably be expected to disrupt the delivery of documents by mail, any notice or other communication hereunder shall be delivered or transmitted by means of recorded electronic communication as aforesaid.  Either party may at any time change its address for service from time to time giving notice to the other party in accordance with this provision .

Contact Us

You may contact InnerSell Inc., at 617 Mystic Lane, Foster City, CA 94404 or by facsimile to (866) 744-7905 or by e-mail at info@innersell.com.

Copyright Notice

©2002 INNERSELL INC.  All rights reserved. No part of this work may be reproduced, stored in a retrieval system, or transmitted, in any form or by any means, electronic, mechanical, photocopying, recording or otherwise, without the prior written permission of INNERSELL INC.