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Merchant User Agreement

This Merchant User Agreement ("Agreement") is between you, the user, together with any company or other business entity you are representing, if any (collectively, "You"), and WikiLime (dot) net ("wikiLime Developers") – makers of the WikiLime shopping cart.

WikiLime provides software programs ("Software") that enable merchants to build online stores through which they can sell their products and services online. WikiLime also provides merchants services, including hosting of the online store, site design, email services, marketing services, and other related services as may be offered from time to time (collectively, "Services").

This Agreement is effective upon Your acceptance in registration. By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the WikiLime website located at www.wikilime.net ("WikiLime Site") that are incorporated herein by reference and may be accessed through links in this Agreement, WikiLime will provide You with a limited license to use the Software and receive the Services. Please note that underlined words and phrases in this Agreement are links to pages on the WikiLime Site, or other relevant sites.

By accepting this Agreement, You further agree to be bound by any amendments to the terms and conditions of this Agreement or to such terms and conditions as are incorporated herein by reference.

You authorize WikiLime to process any and all of Your WikiLime account transactions initiated through the use of the password and/or passphrase that You establish through registration on the WikiLime Site and You are solely responsible for maintaining the confidentiality of such password and/or passphrase. Notwithstanding anything contained in the foregoing, this Agreement will not bind WikiLime unless You meet the eligibility criteria for entering into this Agreement as set forth in Section 1 of this Agreement.

1. ELIGIBILITY CRITERIA.

The Software license and Services are available only to, and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Software and Services are not available to children (persons under the age of 18). If You are registering as a business entity, You represent that You have the authority to bind the entity to this Agreement. WikiLime uses many techniques to verify the accuracy of the information You provide when You register on the WikiLime Site. If for any reason, WikiLime, in its sole discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to You, to revoke any and all licenses under this Agreement or to refuse to provide the Software license and Services under this Agreement to You.

2. WIKILIME SOFTWARE AND TRADEMARK OWNERSHIP AND LICENSES.



2.1 SOFTWARE OWNERSHIP.

Software provided by WikiLime, and all worldwide intellectual property rights therein, are the exclusive property of WikiLime. All rights in and to the Software not expressly granted to You in this Agreement are reserved by WikiLime.

2.2 SOFTWARE LICENSE.

Subject to the terms and conditions of this Agreement, WikiLime grants to You a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for WikiLime ("WikiLime Servers") through the WikiLime Site solely for the purpose of building and maintaining an interactive store hosted by the WikiLime Servers on which You offer Your or a third party's products or services ("Your Store").

2.3 SOFTWARE LICENSE RESTRICTIONS.

You acknowledge that the Software and its structure, organization, and source code constitute valuable trade secrets of WikiLime. Accordingly, except as expressly allowed under Section 2.2, You will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Software; (b) distribute, sublicense, lease, rent, loan, or otherwise transfer the Software to any third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software or (d) transfer your interest in and to Your Store to any third party.

2.4 WIKILIME TRADEMARK OWNERSHIP, LICENSE AND RESTRICTIONS.

Subject to the terms and conditions of this Agreement, and upon Your election to use and pay applicable fees (if any) for certain features of the Software, WikiLime grants to You a non-exclusive, non-transferable, revocable, royalty-free license (without the right to grant sublicenses) to use and reproduce those trademarks provided to you by WikiLime under this Agreement ("WikiLime Marks"), solely for use in the display on those locations on Your Store's web pages as designated by WikiLime in its sole discretion, that is incorporated herein by reference and that WikiLime may periodically change from time to time. WikiLime grants no rights in the WikiLime Marks other than those expressly granted in this Section 2.4. You acknowledge WikiLime ' exclusive ownership of the WikiLime Marks. You agree not to take any action inconsistent with such ownership and You agree not to adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the WikiLime Marks or in such a way as to create combination marks with the WikiLime Marks. At WikiLime ' request (in its sole discretion), You will immediately discontinue any use and display of the WikiLime Marks. You acknowledge and agree that, except with respect to the trademark license granted herein in and to the WikiLime Marks, no licenses are granted by WikiLime to any other trademarks, service marks, or trade names owned by WikiLime, its parent, or affiliates.

2.5 ADDITIONAL FEATURES.

Certain additional features that WikiLime may make available to You may require access to and/or installation of additional software (including third party software) that is subject to supplemental or independent terms and conditions ("Additional Software"). Similarly, WikiLime may make available additional services (including third party services) that are subject to supplemental or independent terms and conditions ("Additional Services"). You agree that You will not use such Additional Software or Additional Services unless You have agreed to the applicable terms and conditions, including but not limited to Your payment of additional fees as required.

3. SERVICES.



3.1 SERVICES.

Upon activation of Your account and subject to the payment of applicable fees, WikiLime will provide certain hosting, support and other miscellaneous Services for the Software licensed by You under this Agreement and Your Store during the term of this Agreement as published on the WikiLime Site. Your Store shall be hosted on a WikiLime Server on which several merchants may share the resources and network capacity of that WikiLime Server.

3.2 STORE DESIGN AND CUSTOMIZATION.

At Your request, and subject to WikiLime acceptance of your request and Your payment of applicable fees, WikiLime will provide design and customization Services for Your Store as provided in this Section 3.2 and in accordance with WikiLime then current customization terms and conditions. You shall provide all text, music, sound, photographs, video, graphics, logo data, software, design, information and all other content for Your Store to WikiLime within a time period designated by WikiLime. WikiLime shall transfer all Your content into electronic form and a user-accessible format.

3.3 CHANGES IN SERVICES.

WikiLime reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to You. You agree to receive administrative communications from WikiLime in regards to the Software, Services, Your account, policy changes and system updates.

3.4 SERVICE DOWNGRADES.

Downgrading your Service may cause the loss of Content, features, or capacity of your Account. WikiLime does not accept any liability for such loss.

4. YOUR STORE & CONTENT CONTROL



4.1 CONTROL OF YOUR STORE.

You will be solely responsible for the development, operation and maintenance of Your Store, including the operation of Your Store, accepting, processing and filing customer orders generated through Your Store, and handling any customer inquiries, complaints, or disputes arising from orders or sales generated through Your Store. You agree that WikiLime has no obligation to back-up any data related to Your Store's operations and you should independently take appropriate steps to maintain such data in accordance with Your needs and requirements.

4.2 CONTROL OF YOUR STORE'S CONTENT.

You will be solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content on Your Store, regardless of whether WikiLime provides any design or customization Services to You under this Agreement, including all descriptions of the products and services You offer to customers of Your Store and user-generated content on and related to Your Store. As a conduit, WikiLime will give You complete discretion over Your content provided it is compatible and interoperable with the Software and Services provided by WikiLime under this Agreement. You retain all rights, title and interest in and to all intellectual property rights embodied in Your content, exclusive of any content provided by WikiLime. Notwithstanding anything contained in the foregoing, if You breach any of the covenants in Section 5.1 of this Agreement, WikiLime is entitled to suspend or terminate Your Store and/or any access to information or data related to Your account and the Software in accordance with Section 12 of this Agreement.

4.3 PASSIVE CONDUIT.

You acknowledge that, by only providing You with the ability to publish and distribute Your own or third party products, services or content, WikiLime and its Software are acting only as passive conduits for the distribution and/ or publishing of such products, services or content on the Store. WikiLime has no obligation to You or any third party, and undertakes no responsibility, to review Your Store, the products or services listed therein or any other content, including but not limited to user-generated content, published and/or distributed on Your Store to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if WikiLime believes in its sole discretion (as applicable) that Your Store or any products, services, content or other materials in the Store or on WikiLime Servers may create liability for WikiLime, You agree that WikiLime may take any actions with respect to the content or materials or Your Store that WikiLime believes are prudent or necessary to minimize or eliminate WikiLime' potential liability. WikiLime shall, as applicable, be the sole judge of what content or materials may create liability for WikiLime.

4.4 CONTENT LICENSE.

During the period that WikiLime provides Services to You pursuant to Section 3 of this Agreement, You hereby grant to WikiLime and its subcontractors a non-exclusive, irrevocable, non-sublicenseable, royalty-free, worldwide license to reproduce, distribute, create derivative works of, transmit, publicly perform, publicly display and digitally perform Your content solely for the purposes provided in this Agreement.

5. COVENANTS



5.1 COVENANTS BY YOU.

You covenant that any products, services, or content published and distributed on Your Store and Your related activities shall not violate the WikiLime Acceptable Use Policy that is incorporated herein by reference and as it may be amended from time to time, nor shall they:

  • (i) be false, inaccurate or misleading;
  • (ii) be fraudulent or involve the sale of counterfeit or stolen items;
  • (iii) infringe or misappropriates any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  • (iv) violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
  • (v) be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
  • (vi) be obscene or contain child pornography;
  • (vii) contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
  • (viii) involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and You shall not use Your account or Your Store as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid or ponzi schemes;
  • (ix) involve the collection or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent You shall maintain a written record for a period of three (3) years after any termination of this Agreement;
  • (x) be harmful or potentially harmful to the WikiLime Server structure as determined in WikiLime' sole discretion, including without limitation overloading the WikiLime technical infrastructure;
  • (xi) involve subleasing Your account or offering "free space"on or other access to Your account or Your Store to third parties;
  • (xii) create liability for WikiLime and its subcontractors or expose them to undue risk or otherwise engage in activities that WikiLime, in its sole discretion, determines to be harmful to WikiLime' affiliates, operations, reputation, or goodwill ; and
  • (xiii) link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate WikiLime' Prohibited and Restricted Items that is incorporated herein by reference and may be amended from time to time.
    Furthermore, You agree to display and adhere to a terms of use or other user-type agreement, as well as a privacy policy, governing Your operation of Your Store and Your conduct with Your Store's customers.

5.2 BREACH OF COVENANT.

Your failure to comply with the covenants set forth in Section 5.1 of this Agreement will amount to a breach of this Agreement and is cause for immediate suspension and/or termination under Section 12 of this Agreement.

6. FEES; TAXES; & AUDIT RIGHTS



6.1 FEES.

You shall pay the fees set forth for the Software license and Services purchased by You in accordance with WikiLime' Fees Policy that is incorporated into this Agreement by reference. WikiLime may change the fees for its Services from time to time.

6.2 PAYMENT TERMS.

WikiLime will invoice You via PayPal and You agree to pay for non-refundable monthly subscription and other annual or one-time fees, in advance, including fees for the license of Software and Services to be rendered to You by or on behalf of WikiLime in the following month.
The Service is billed in advance on a monthly basis and is non-refundable. There will be no refunds or credits for partial months of service, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. Upon non-payment WikiLime may re-attempt to collect the amount due up to 3 times before suspending or terminating Your Account.

6.3 TAXES.

All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and You will be responsible for payment of all such taxes (other than taxes based on WikiLime' income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Software and performance of the Services hereunder.

7. DISCLAIMER OF WARRANTIES.

WIKILIME, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE SOFTWARE, ADDITIONAL SOFTWARE, AND SERVICES, ON AN "AS IS"BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. WIKILIME, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE SOFTWARE, ADDITIONAL SOFTWARE, OR SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7 IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.

8. LIMITATION OF LIABILITY

IN NO EVENT SHALL WIKILIME, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SOFTWARE, THE ADDITIONAL SOFTWARE, THE SERVICES OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). WIKILIME, ITS SUPPLIERS', AND SERVICE PROVIDERS', CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO [THE GREATER OF (A)] THE AMOUNT OF FEES YOU PAY TO WIKILIME FOR (I) THE SOFTWARE LICENSE AND (II) THE SERVICES IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE MONTH IN WHICH THE ACTION GIVING RISE TO THE LIABILITY FIRST AROSE.

9. INDEMNITY

You agree to indemnify and hold WikiLime, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all losses, costs, liabilities or expenses (including without limitation reasonable attorneys' and expert witnesses' fees) incurred or arising from: (a) any breach of the covenants in Section 5.1 of this Agreement, (b) any content provided by You or generated by users of Your Store, (c) any claims arising from the sale or license of goods or services in Your Store, or (d) any breach of this Agreement or the documents it incorporates by reference. WikiLime', its suppliers' and service providers' indemnity rights shall not be limited or offset by any contributory negligence by WikiLime.

10. CUSTOMER DATA, YOUR DATA & PRIVACY POLICY

As between WikiLime and You, You shall own all data disclosed by or collected about (a) an individual or entity that accesses Your Store to browse or shop ("Customer Data"), and (b) You ("Your Data"). WikiLime does not sell or rent Your Data to third parties for marketing purposes without Your explicit, that is incorporated herein by reference and as it may be amended from time to time.
WikiLime shall collect, store and process Customer Data and Your Data on computers located in the United Kingdom that are protected by physical as well as technological security devices. If You object to Customer Data or Your Data being collected, stored or processed in this way, please do not use the Software or Services.
You shall maintain all Customer Data that is collected by or disclosed to You in trust and confidence and use and disclose such information solely in accordance with Your privacy policy. You must post, maintain and adhere to Your privacy policy that informs Your Store customers what Customer Data is collected, how it is used, the effective date of Your privacy policy and how customers of Your Stores can learn of changes to Your privacy policy via the FAQ section of Your Store. In addition, You must prominently include within Your posted privacy policy a statement notifying Your customers that Your Store is hosted by WikiLime and that WikiLime has access to aggregated information about customers of Your Store in order for WikiLime to analyze performance and make improvements to WikiLime products.

11. BREACH

Without limiting other remedies, WikiLime may limit Your activity, issue a warning, temporarily suspend, indefinitely suspend or terminate Your account or Your Store, in whole or in part, and refuse to provide some or all of the Software functionality or Services to You if: (a) You fail to pay any fees in accordance with Section 6 of this Agreement and the Price Policy; (b) You breach the covenants in Section 5.1 of this Agreement; (c) You breach this Agreement or the documents it incorporates by reference in any other manner; (d) WikiLime is unable to verify or authenticate any information You provide to WikiLime; or (e) WikiLime believes that Your actions may cause financial loss or legal liability for You, Your Store customers, or WikiLime.

12. SUSPENSION AND TERMINATION



12.1 SUSPENSION.

At the discretion of WikiLime and for any reason set forth in Section 12 of this Agreement, WikiLime may suspend Your account by deactivating any access by You or by Your customers to any information contained on the WikiLime Servers related to Your account while maintaining the information and data related to Your account upon the WikiLime Servers. Suspension shall specifically include the disabling of Your Store and/or any access to information or data related to Your account. In the event of any such suspension You will be notified and given an opportunity to correct such breach. In the event that such breach is not corrected within ten (10) days of the receipt of such notice the account may be terminated under Section 12.2 of this Agreement. Fees under this Agreement will continue to accrue on suspended accounts as if they were not suspended. You will remain responsible for the payment of any such fees during any such period of suspension.

12.2 TERMINATION.

This Agreement and all of its terms shall remain in full force and effect until it is terminated in accordance with the terms of this Agreement. This Agreement may be terminated either by WikiLime (a) immediately as provided in this Agreement, (b) after a period of suspension as set forth in Section 12.1 of this Agreement, or (c) YOU may terminate this Agreement via the WikiLime Site or via the PayPal site.

12.3 RIGHTS UPON TERMINATION.

In the event of expiration or termination for any reason, the licenses granted under Section 2 of this Agreement shall automatically and immediately cease and You shall destroy all copies of the Software in Your possession, if any. Upon termination, there will be no refund provided to You except as set forth in the Price Policy and all outstanding fees owed by You shall become immediately due and payable. Termination shall not affect the rights of WikiLime to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorneys fees or expert witnesses' cost or other costs of any kind under this Agreement.

13. USE OF PAYPAL

If you purchase a license to Software then You are required to use PayPal as the Payment Solution for Your Store. Using PayPal as a "Payment Solution"means that You use PayPal exclusively to process online payments from Your Store customers. In order to use PayPal with Your Store, You are required to sign up for a Business or Premier PayPal account and comply with the PayPal User Agreement and PayPal Privacy Policy.

14. GENERAL


14.1 GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with English Law. The parties hereby submit to the non-exclusive jurisdiction of the English Courts.

14.2 LEGAL COMPLIANCE.

You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding Your use of the Software, the Services, and Your listing and sale of products and services on Your Store.

14.3 NO AGENCY.

You and WikiLime are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

14.4 FORCE MAJEURE.

Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.

14.5 DISPUTES.

In the event a dispute arises between You and WikiLime, WikiLime goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and WikiLime agree that any claim or controversy at law or equity that arises out of this Agreement, the Software, or Services ("Claims") shall be resolved in accordance with one of the subsections below or as otherwise mutually agreed upon in writing by the parties. Before resorting to these alternatives, WikiLime strongly encourages You to first contact WikiLime directly as provided in Section 14.6 to seek a resolution and WikiLime will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation, as an alternative to litigation.

14.6 NOTICES.

Except as explicitly stated otherwise, any notices shall be given via email to WikiLime,  at sales (at) wikilime.net or to the email address You provide to WikiLime during the registration process (in Your case). Notice shall be deemed given twenty four (24) hours after email is sent, unless WikiLime is notified that the email address is invalid. Alternatively, WikiLime may give You notice by certified mail, postage prepaid and return receipt requested, to the address provided to WikiLime during the registration process. In such case, notice shall be deemed given three (3) days after the date of mailing.

14.7 ASSIGNMENT.

You shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. You agree that this Agreement may be assigned by WikiLime, in WikiLime' sole discretion.

14.8 NO THIRD PARTY BENEFICIARY.

You acknowledge and agree that nothing herein, express or implied, is intended to nor shall be construed to confer upon or give to any person, other than the parties, any interests, rights, remedies or other benefits with respect to or in connection with any agreement or provision contained herein or contemplated hereby.

14.9 SEVERABILITY; WAIVER.

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. WikiLime' failure to act with respect to a breach by You or others does not waive WikiLime' right to act with respect to subsequent or similar breaches.

14.10 CONSTRUCTION.

Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. When used in this Agreement, the term "including"means "including without limitation,"unless expressly stated to the contrary.

14.11 SURVIVAL.

Sections 2.4 (Ownership), 6.1 (Fees) with respect to any outstanding fees owed for the Services, 7 (Disclaimer of Warranties), 8 (Limitation of Liability), 9 (Indemnity), 10 (Customer Data, Your Data, & Privacy Policy), 12.3 (Rights Upon Termination), and 15 (General) shall survive any termination or expiration of this Agreement.

14.12 DISCLOSURES.

The services hereunder are offered by WikiLime,

14.13 ENTIRE AGREEMENT.

This Agreement sets forth the entire understanding and agreement between You and WikiLime with respect to the subject matter hereof.