Terms of Service

MonsterMarketplace®: Terms of Service

1.0 ACKNOWLEDGMENT AND ACCEPTANCE OF SERVICE AGREEMENT

1.1 The MonsterCommerce Directory Service ("Monster Marketplace" or the "Service"), owned and operated by MonsterCommerce, LLC. ("MonsterCommerce") is provided to you ("you" or "Applicant") under the terms and conditions of this MonsterCommerce Directory Service Agreement (the "Agreement").

1.2 APPLICANTS: BY COMPLETING THE STORE SUBMISSION FORM AND CLICKING THE "I ACCEPT" BUTTON, YOU REPRESENT AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER, THAT YOU AGREE TO PROVIDE TRUE AND ACCURATE INFORMATION AS PROMPTED BY THE SUBMISSION FORM, AND THAT YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1.3 MonsterCommerce reserves the right, in its sole discretion, to change, modify, add or remove all or part of the Agreement at any time with or without notice. Please refer back to this Agreement often.

2.1 Inclusion in the Directory is not guaranteed. The MonsterCommerce directory team will review all MonsterCommerce stores for compliance with minimum store criteria (see section 3.0 below). All MC stores that meet the teams criteria will automatically be included in the marketplace. Store owners that do not wish to have their store included in the marketplace must submit a ticket through their storefront admin panel. MonsterCommerce reserves the right to check authenticity of all email requests before acting on the requests. MonsterCommerce reserves the right to remove your store from the Directory for any reason, in our sole discretion, including but not limited to failure to meet the minimum criteria in section 3.0 below.

2.2 NOTHING IN THIS AGREEMENT OBLIGATES MONSTERCOMMERCE TO LIST, LINK TO, ACCEPT OR OTHERWISE HOST YOUR STORE ANYWHERE ON MONSTERCOMMERCE OR IN THE DIRECTORY. IN ADDITION, IF YOUR STORE IS ACCEPTED, NOTHING IN THIS AGREEMENT OBLIGATES MONSTERCOMMERCE TO PLACE YOUR STORE WITHIN A SPECIFIC CATEGORY OR SUBCATEGORY OF THE DIRECTORY, OR TO PROVIDE ANY COMMENTS OR ANNOTATIONS WITH THE LISTING OF YOUR SITE.

2.3 Please note that MonsterCommerce Directory is only open to Stores that DO NOT ALREADY EXIST in the Directory. Please do not submit your store to MonsterCommerce Directory program if your store already appears in the Directory. Nor should you submit change requests to the MonsterCommerce Directory program. If you need to make a change to your listing in the Directory (this includes changing the URL, title, and/or description of the existing site), or there is an error in your listing please, submit an internal trouble ticket from your MonsterCommerce Storefront System administration panel.

2.4 YOUR REPRESENTATIONS REGARDING YOUR STORE

You represent and warrant that the store you are submitting for consideration does not and will not infringe the rights of any third party, including without limitation any Intellectual Property Rights, rights of publicity, rights of personality, rights of privacy, rights to payment of royalties, or any other rights of third parties not specifically identified in this Section. Further, you warrant and represent that all aspects of the store submitted for consideration comply with all applicable laws and regulations.

3.1 All web stores submitted to MonsterCommerce Directory must meet the following minimum criteria:

• The official business name must be visible to any visitor to that site;
• The store must clearly define its purpose, products, and/or services;
• The store may not appear in the Directory under a different URL;
• The store must not contain any parts under construction;
• All links on the store must function properly;
• The store must be in the English language (or have an English version available);
• The store must support multiple browsers and capabilities;

THESE CRITERIA ARE MINIMUM REQUIREMENTS ONLY, AND MONSTERCOMMERCE, IN ITS SOLE DISCRETION, MAY CONSIDER OTHER CRITERIA BEFORE ACCEPTING, REJECTING OR REMOVING A SITE.

4.1 MonsterCommerce reserves the right to decide whether, where, and how a store is listed in the Directory. If MonsterCommerce accepts your store for inclusion in the Directory, MonsterCommerce will consider your preferences, but reserves the right to list your store in any category or subcategory as MonsterCommerce deems appropriate, in its sole discretion. MonsterCommerce reserves the right not to include any specific keywords, comments, or annotations with the listing of a store in the Directory.

4.2 MonsterCommerce also reserves the right, in its sole discretion, to remove your store from the Directory, move the listing to a different category or subcategory, and change or remove any keywords, comments, or annotations at any time, for any reason, including but not limited to, a change in the nature, business, goods, or services or content available on the site.

4.3 Any and all press releases and other public announcements related to your inclusion or possible inclusion in the Directory, including the method and timing of such announcements, must be approved in advance by MonsterCommerce in writing. MonsterCommerce reserves the right to withhold approval of any public announcement in its sole discretion.

4.4 MonsterMarketplace® referral data and sales data will be tracked and used for the MonsterSeller program. The number of orders earned from Marketplace referrals as well as cumulative dollar revenue will be calculated and displayed via a MonsterSeller shield next to qualified store listings.

5.1 MonsterCommerce will contact Applicant by email describing whether the store has been accepted or rejected. If the store is rejected, Applicant is entitled to request (1) reconsideration, or appeal, of the store by sending an email to the address provided by MonsterCommerce. MonsterCommerce must receive the Applicant's email within thirty days from the date that MonsterCommerce transmits the rejection email to the Applicant. If the request is timely received, MonsterCommerce will again review the Applicant's store and will then notify Applicant of its final decision regarding including the store in the Directory. If MonsterCommerce reaffirms its' denial of the site, no further appeals or submissions will be considered.

6.1 If you wish to terminate participation in the MonsterCommerce Directory program, you must send a notice to MonsterCommerce Directory as set forth in Section 11, "Notices," below. Please state that you wish to terminate your site's inclusion in the MonsterCommerce Directory. Once MonsterCommerce receives such notification from you, your participation in the Directory program will cease and your listing will be removed.

7.1 MonsterCommerce maintains information about Applicant on MonsterCommerce servers, including but not limited to Applicant's registration information. Applicant agrees that MonsterCommerce may use such information in aggregate form for marketing or other promotional purposes. Applicant agrees that MonsterCommerce may disclose such information in the good faith belief that such action is reasonably necessary: (a) to comply with the law or legal process; (b) to enforce this Agreement; or (c) to protect the rights or interests of MonsterCommerce or others; provided, however, that nothing in this section shall impose a duty on MonsterCommerce to make any such disclosures.

7.2 MonsterCommerce may contact Applicant regarding MonsterCommerce Directory using the Applicant's email address provided during the registration process (or as updated by Applicant). Such email messages may contain opportunities regarding special offers and new products from MonsterCommerce.

8.1 Applicant agrees to indemnify, defend and hold harmless MonsterCommerce, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, for all losses and costs related to any claim or demand, including reasonable attorney's fees, made by any third party due to or arising out of Applicant's use of or listing in the Service, the acceptance or rejection of Applicant's suggested site, any alleged violation of this Agreement, or any alleged violation of any rights of others. MonsterCommerce reserves the right, at its own expense, to assume the sole and exclusive defense and control of any matter subject to indemnification by Applicant, which shall not excuse Applicant's indemnity obligations.

9.1 THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER THIS AGREEMENT NOR ANY DOCUMENTATION FURNISHED UNDER IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

9.2 MONSTERCOMMERCE, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES OR LEGAL OR EQUITABLE THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF MONSTERCOMMERCE IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY FROM APPLICANT'S USE OF OR INABILITY TO USE THIS SERVICE, MONSTERCOMMERCE'S ACCEPTANCE OR REJECTION OF A SUGGESTED SITE, OR MONSTERCOMMERCE'S CONTINUED LISTING OF A STORE IN THE DIRECTORY.

9.3 MONSTERCOMMERCES LIABILITY TO APPLICANT SHALL NOT, FOR ANY REASON, EXCEED THE AMOUNT ACTUALLY PAID BY APPLICANT TO MONSTERCOMMERCE UNDER THIS AGREEMENT.

10.1 MonsterCommerce is not liable for any delay or failure in performance under the Agreement resulting directly or indirectly from acts of God, terrorism, or other causes beyond its reasonable control.

11.1 Any notices or communications under the Agreement 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 MonsterCommerce, such notices shall be addressed to directory@monstercommerce.com or to MonsterCommerce Directory Publisher at One Bronze Point, Belleville , Illinois 62226 , USA . If to Applicant, such notices shall be addressed to the electronic or mailing address specified in Applicant's Service registration form, or such other address as either party may give the other by notice as provided in this Section. It is the Applicant's responsibility to provide an accurate address and to ensure that MonsterCommerce Directory is notified of any changes to Applicant's address as specified in this Section.

12.1 This Agreement constitutes the entire agreement between the parties with respect to the Service and supersedes all previous or contemporaneous proposals, both oral and written, representations, writings and all other communications between the parties with respect to such subject matter, excluding the MonsterCommerce Terms of Service and the MonsterCommerce Privacy Policy.

13.1 The Agreement and the relationship between Applicant and MonsterCommerce are governed by the laws of the state of Illinois , U.S.A. without regard to that state's conflict of laws rules. Applicant and MonsterCommerce hereby submit to the personal and exclusive jurisdiction of the Superior Court of the State of Illinois for the County of St. Clair or the United States District Court for the Southern District of Illinois for the resolution of disputes arising from or in connection with this Agreement. MonsterCommerce's failure to exercise or to enforce any right or provision of the Agreement will not constitute a waiver of such right or provision. If any provision of the Agreement 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 in the Agreement, without statutory presumptions against the drafter, and they agree that all other provisions of the Agreement will remain in full force and effect. The parties expressly agree that the United Nations Convention for the International Sale of Goods does not apply to this Agreement. Applicant agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the Service or to the Agreement must be filed in the Superior Court of the State of Illinois for the County of St. Clair or the United States District Court for the Southern District of Illinois within one (1) calendar year after such claim or cause of action arose or be forever barred.

13.2 The section titles in the Agreement are for convenience only and have no legal or contractual effect.