MERCHANTSALES AGREEMENT

 

            THIS MERCHANTSALES AGREEMENT (“Agreement”) is made and entered into this day of 2016 by and between Seekzoo.com, LLC, a Nevada limited liability company (“Seekzoo.com”), having its principal place of business at 428 Redruth Drive, Las Vegas, Nevada 89178, and (Company Name as entered in step 1 of online registration process, “Merchant”).  Seekzoo.com and Merchant are referred to herein individually as “Party” and collectively as “Parties”. 

 Recitals:

 WHEREAS Seekzoo.com is a web-based company providing an online venue for consumer to shop, and for individual and businesses to place ad for goods and services; and

 WHEREAS Merchant desires to utilize Seekzoo.com’s online platform to place an Ad Offer (defined below); and

 WHEREAS Seekzoo.com has agreed to allow Merchant to utilize its online platform for such purposes subject to the terms and conditions below; and

 WHEREAS the Parties now desire to enter into this Agreement to memorialize the terms and conditions agreed upon by the Parties, and to define each Party’s respective roles and responsibilities;

 NOW THEREFORE, in consideration of the promises and agreements contained herein and for other good and valuable consideration, receipt and sufficiency of which are acknowledged, WGF and Seller agree as follows:

  SECTION 1.    DEFINITIONS

 1.1              Ad Offer.  The term “Ad Offer” shall refer to the electronic advertisement placed on the Website to advertise Merchant’s goods or services available for purchase. 

1.2              Expiration Date.  The term “Expiration Date” shall refer to the date the Ad Offer expires and is no longer valid to be used by Purchaser, or to be honored by Merchant. 

1.3              Merchant.  The term “Merchant” shall refer to the seller of goods or services described in the Ad Offer.

1.4              Merchant Account.  The term “Merchant Account” shall refer to the private access area of the Website where the Merchant’s information is entered and stored. 

1.5              Purchaser.  The term “Purchaser” shall refer to the buyer of the Ad Offer.

1.6              Purchase Payment.  The term “Purchase Payment” shall refer to the twenty percent (20%) payment made by Purchaser to Seekzoo.com to obtain the Voucher necessary for redemption of the Voucher by Merchant. 

1.7              Sales Period.  The term “Sales Period” shall mean the date or dates of time an Ad Offer will be available for purchase. 

1.8              Voucher.  The term “Voucher” shall refer to the electronic certificate sent to Purchaser once the Ad Offer has been purchased from Merchant on the Website.  The Voucher shall consist of either a paper offer or electronic certificate that evidences a customer’s available purchase of an Ad Offer and contains the terms of, and redemption information necessary to redeem such offer.

1.9              Website.  The term “Website” shall refer to https://www.seekzoo.com.

 

SECTION 2.    AD OFFER PLACEMENT

 2.1              Merchant Account.  In order to use certain services, Merchant is required to be registered with a special account on the Seekzoo.comWebsite (“Merchant Account”). TheMerchant Account will facilitate the use of various Seekzoo.com services and will allow Merchant to provide and receive current and accurate, contact and other information pertaining to the Merchant’s relationship with Seekzoo.com. Merchant is responsible for maintaining the confidentiality of itsMerchant Account password, and is responsible for all activities that occur under such account. Merchant agrees to immediately notify Seekzoo.com of any unauthorized use of its password or Merchant Account or any other breach of security related to the Seekzoo.comWebsite.  Seekzoo.com is not and will not be liable for any loss or damage arising from Merchant’s failure to manage itsMerchant Account, including without limitation to regularly review the accuracy of itsAd Offers and other information created on its behalf by authorized Seekzoo.com personnel. In addition to the other rights set forth herein, Seekzoo.com reserves the right to refuse service and/or access to the Seekzoo.comWebsite to Merchant or any other user at any time without notice for any reason. When using your Merchant Account and the Seekzoo.comWebsite directly, or indirectly via an authorized agent, to submit and manage other deals, Merchant accepts and comply with certain terms and conditions applicable to users.  Seekzoo.com may offer certain optional features or functionalities within theMerchant Account. If Merchant chooses to use such features, then you may be required to agree to separate terms that are specific to those features that will be disclosed and available at the time it elects any such option. Merchant represents that it is of legal age to form a binding contract and has full power, capacity and authority to accept these terms. If Merchant is accepting these terms on behalf of its employer or another entity, it represents that it has full legal authority to bind its employer or such entity to these terms. If Merchant does not have the legal authority to bind the entity, please ensure that only an authorized person from the Merchant’s organization consents to, and accepts, these terms.  A one-time account setup fee may be assessed to Merchants, unless waived by Seekzoo.com. 

2.2              Creation of Ad Offers.  By participating in a program, Merchant shall define the conditions of, and may supply the content and images to describe and illustrate, MerchantsAd Offer and its terms, by completing and submitting, or authorizing an agent to complete and submit, an Ad Offer through theMerchant Account. Submission of an Ad Offer does not obligate Seekzoo.com to accept the Ad Offer or any of its contents nor to promote the Ad Offer, and is not binding on Seekzoo.com until Seekzoo.com actually promotes the Ad Offer on the Seekzoo.comWebsite. At the point Seekzoo.com begins to promote theAd Offer to the public, the Sales Period begins and the Ad Offer becomes an active offer during such Sales Period(s) unless Seekzoo.com earlier terminates the Ad Offer for any or no reason. Merchant is responsible and liable for all Ad Offer content and terms, and for Seekzoo.com’s or any Purchaser’s use or reliance on any of the foregoing. In creating the Ad Offer, Merchant may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any law.  Seekzoo.com shall not be liable for the unauthorized content posted by Merchant on the Site.  Merchant agrees to hold Seekzoo.com harmless from any lawsuit, liability, or damages assessed to Merchant in a court of law, or otherwise.  Seekzoo.com reserves the right to remove any Ad Offer at any time for any reason. 

2.3              Merchant grants to Seekzoo.com a non-exclusive license and right to use, reproduce, display, distribute and transmit the Merchant’s name, logo and any trademarks and any photographs, graphics, artwork, text and other content provided or specified by Merchantin connection with the marketing, promotion, sale or distribution of Ad Offers, in any and all media or formats in which such Ad Offers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Seekzoo.com Website.

 SECTION 3.    AD OFFER SALE

 3.1              TheMerchantauthorizes Seekzoo.com to offer, sell and distribute Ad Offers, in accordance with this Agreement and subject to the “Terms and Condition” located at https://www.Seekzoo.com.com and the restrictions set forth in this Agreement. Merchant acknowledges that Seekzoo.com may terminate the publication or promotion of the Ad Offer at any time. Seekzoo.com reserves the right to increase the volume of ads placed at its sole discretion.

 SECTION 4.    AD OFFER PUBLICATION, DELIVERY AND REDEMPTION

 4.1              TheAd Offers shall be published on the Website in accordance with this Agreement.  Seekzoo.com will offer the Ad Offers for sale on dates in its discretion. If there is a maximum number of Ad Offers designated, Seekzoo.com will use reasonable efforts to cease publishing the Ad Offer once it has received offers to buy that number of Ad Offers equal to the maximum number of Ad Offers. Once a Purchaser desires to purchase the Ad Offer, Purchaser shall pay to Seekzoo.com, an amount equal to twenty percent (20%) (“Purchase Payment”) of the Ad Offer price, as promoted by the Merchant.  The Purchase Payment shall be kept by Seekzoo.com, and shall be non-refundable to Merchant.  Once the Purchase Payment has been made, Purchaser shall be sent an electronic Voucher.  The Voucher shall then be activated, which means capable of being used for purchases with the Merchant in accordance with the terms of the Ad Offer. At the time that the Ad Offer has been purchased and activated by Purchaser, Seekzoo.com will electronically deliver aVoucher to the Purchaser. Once a Voucher is activated and delivered to the Purchaser, Merchant shall be solely responsible for all customer service in connection with the Voucher and for supplying all goods and services specified in the Ad Offer and Voucher. Seekzoo.com further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Ad Offer and to require Merchant to edit or modify the same for any reason, including, without limitation, to conform the Ad Offer to Seekzoo.com specifications or applicable laws.  Seekzoo.com reserves the right to refund any payment made by Purchaser for any reason, upon which Merchant would receive no payment from Seekzoo.com. 

 4.2              Promotion of Offers. If Seekzoo.com accepts the Ad Offer, Seekzoo.com may promote the Ad Offer using any method and through any medium that Seekzoo.com deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Seekzoo.com.  Seekzoo.com further reserves the right, but has no obligation, to promote the Ad Offer through its affiliates and third party business partners from time to time. Seekzoo.com will promote the Ad Offer to Seekzoo.com customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Ad Offer is actually promoted and made available in its sole discretion. If you indicate specific limits or maximums with respect to the number or type of Ad Offers that may be offered through an Ad Offer in the Ad Offer, Seekzoo.com will use all commercially reasonable efforts to stop promoting your Ad Offer accordingly.

 4.3              Seekzoo.com shall promote the Ad Offer pursuant to this Agreement.  Merchant is the seller of the goods and services described in Ad Offer. The Voucher itself will be sent to the Purchaser electronically.

 4.4              Merchant is making the Merchantoffering available pursuant to the Ad Offers.

 4.5              Seekzoo.comshall offer the Merchant’s Ad Offeron its Website up to the maximum quantity purchased by Merchant.

 4.6              Each Ad Offer will be subject to no restrictions other than as provided herein. Each Ad Offer will expire on the Ad Offer Expiration Date. However, after the Ad Offer Expiration Date, Merchant shall, for the amount of time required by applicable law: (1) continue to allow unredeemed Vouchers to be redeemed for the product or service specified on the Ad Offer or (2) allow the Voucher to be redeemed to purchase goods or services from Merchant for up to the amount the Purchaser paid for the Voucher. Merchant is aware and acknowledges that the law may require Merchant to redeem Vouchers beyond their stated expiration dates, and Merchant agrees to do so (to the extent applicable law requires).

 4.7              Redemption.  Once Purchaser has received the Voucher, the Voucher shall be redeemable at the specified Merchant’s location.  The Purchaser will then redeem the Ad Offer from the Merchant for the remaining eighty percent (80%) of the price specified in the Ad Offer.

 4.8              Redemption Obligations.  Merchantshall comply with its obligations specified in these terms, the Ad Offer, and other obligations regarding the use of its Merchant account. In addition, when redeeming Ad Offers, the Merchant shall: (a) honor the Ad Offers during the time period specified on, pursuant to the terms of, your Ad Offer, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the Ad Offer; (c) honor any Ad Offer presented by an individual, even if that individual was not the Purchaser, unless (i) otherwise specified in the fine print or otherwise stated prominently on the face of the Ad Offer or, (ii) Merchant reasonably believes that individual obtained the Ad Offer in an unauthorized or illegal manner, in which case you shall immediately contact Seekzoo.com and explain the circumstances; and (d) comply with the terms and conditions stated on the Ad Offer without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the Ad Offer. Merchant shall specify all generally applicable policies (e.g., cancellation policies that apply to all customers), restrictions and contractual arrangements (e.g., liability waivers required for all customers) applicable to the Ad Offer in the offer itself, and Seekzoo.com shall have no liability for the nature of your fine print or your failure to specify appropriate fine print.

 4.9              Distribution of Ad Offers. Once Seekzoo.com has received the Purchase Payment from a Purchaser of the amount paid, Seekzoo.com will authorize for use, and make aVoucher available to, the purchaser of your Ad Offer (or will distribute it to a designated transferee on behalf of the purchaser, if any is designated at the time of purchase). The Vouchers will include any restrictions or limitations on the use of the Ad Offer you have specified in the Ad Offer. Purchasers, or their authorized transferees, may then redeem the Vouchers by presenting their vouchers to you as printed certificates, through their mobile devices, or any other media that Seekzoo.com has adopted for Voucher redemption.

 4.10          Partial redemptions.  If a customer redeems a Voucher for less than its face value, the Merchant will be responsible for issuing a credit or cash equal to the difference between the face value and the amount redeemed if required by law.

 4.11          Merchant agrees that in providing the goods/services that are the subject of the Ad Offer, it will not impose any extra or additional fees or charges that contradict the terms set forth on the face of the Ad Offer or Voucher.

 4.12          Responsibility for Ad Offer and Vouchers. Merchant acknowledge that it is the exclusive seller of theAd Offer and the issuer of the Vouchers. Merchant also is responsible and liable for: (a) the decision to make itsAd Offers available through the Seekzoo.com services; (b) fulfilling Merchant’sAd Offer with respect to all Voucher holders; and (c) supplying all goods and/or services specified in the Ad Offer and Voucher.

 SECTION 5.    PREMIUM MEMBERSHIP

 5.1              Premium Membership.  Merchant’s may have the opportunity to purchase a premium membership to Seekzoo.com.  In addition to the features offered to all Merchants, premium members may be able to collect payment for the entire amount of the Ad Offerupon the initial purchase by User.  Premium members may request one (1) payout every fourteen (14) days of no more than fifty percent (50%) of their premium membership account balance.  Premium members must pay the monthly fee associated with such membership, which shall be auto-billed.  Premium members shall commit to a twelve (12) month membership, which shall be renewed for an additional twelve-month period on an annual basis.  Termination of the premium membership must be done by providing a thirty (30) day advanced written notice to Seekzoo.com.  An early cancellation fee of ninety-nine dollars ($99) shall apply.  Upon cancellation of a premium account, Seekzoo.com shall have forty-five (45) days to pay the remaining balance of the premium members account to member. 

 SECTION 6.    MERCHANT REPRESENTATIONS AND WARRANTIES

 6.1              Merchantagrees to defend, indemnify and hold Seekzoo.com, and any of its officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in this Agreement; (b) any claim for state sales or use tax obligations arising from the sale and subsequent redemption of a Voucher; (c) any claim by any local, state or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest; or (d) any claim arising out of or relating to the products and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorney's fees, related to any action against, or determinations against, Seekzoo.com related to any action to pursue Seekzoo.com for taxes or abandoned property claims.

 6.2              Merchantrepresents and warrants throughout the term that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) If required by law, Merchant is registered for sales and use tax collection purposes in all states in which Merchant's goods and services will be provided pursuant to the terms and presentation of the Voucher; (c) the Voucher, upon being Activated and delivered by Seekzoo.com shall be available immediately for redemption by the Purchaser; (d) the terms and conditions of the Ad Offer, including any discounts or goods and services offered thereunder, comply with all, and do not and will not violate any, local, state or federal law, statute, rule, regulation, or order, including but not limited to, any laws governing Ad Offers, Vouchers, gift cards, coupons, and/or gift certificates; (e) Merchant owns all right, title and interest in the marks and content and has the right to grant the licenses in the marks and content stated in this Agreement; (f) the Ad Offers and any advertising or promotion of Merchant's products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable laws; and (g) the marks and the content do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any laws.

 6.3              Merchant further agrees to comply with the Ad Offer terms and conditions as set forth on the Website, and to ensure that the Ad Offers comply with any and all Laws that govern Ad Offers, Vouchers, gift cards, coupons, and/or gift certificates, including but not limited to, the Credit Card Act of 2009 and any state or local Laws governing the imposition of expiration dates, service charges, dormancy fees or other terms and conditions of the Ad Offer. Merchant shall allow the Purchaser to redeem the Voucher obtained from purchasing the Ad Offer with Merchant for the amount paid by Purchaser for the Ad Offer (i.e. the cash or redemption value of the Ad Offer) for the applicable term specified under applicable state or federal laws and shall allow the cash redemption of the Vouchers as required by applicable state or federal laws. To the extent required by applicable escheat or abandoned or unclaimed property laws, Merchant shall be solely responsible for and agrees to report and pay over to the applicable local, state or federal governmental agency any unredeemed cash value of any Voucher issued under this Agreement.Merchant is responsible for keeping track of the cash amount paid by the purchaser for the Voucher and any unredeemed balance of that cash amount to ensure compliance with this section. Furthermore, Merchant agrees that so long as an appointment is made for the redemption of a Voucher before the expiration date, the Voucher will be fully honored without restriction even though the services may be fulfilled after the redemption date.

 SECTION 7.    LIMITATION OF LIABILITY

 7.1              You, at your sole cost and expense, shall defend, indemnify and hold Seekzoo.com, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, “Claims”) from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) (collectively, “Losses”) arising out of or relating to any of the following: (a) your or any third party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these terms; (b) any claim for state sales, use, hotel occupancy, or any other similar tax obligations (including any penalties, interest or other additions to tax) arising from the sale and subsequent redemption of a Voucher; (c) to the extent applicable, any claim by any local, state or federal governmental entity for any unclaimed property regarding Vouchers, including but not limited to, any claims for penalties and interest; (d) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (e) any Ad Offer, including your provision of incomplete or inaccurate or information applicable to such Ad Offer; or (f) your content; and (g) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your content, or the use thereof.

 7.2              Except for indemnification obligations hereunder, in no event shall either Party be liable or obligated to the other Party or any third party in any manner for any special, incidental, exemplary, consequential, punitive, or indirect damages of any kind regardless of the form of action, whether in contract, tort, negligence, strict product liability, or otherwise, even if informed of the possibility of any such damages in advance.  This limitation of liability shall apply to the maximum extent permitted by applicable law and notwithstanding the failure of any limited remedy. 

 7.3              Any claim arising out of or relating to any error or omission in an Ad Offer must be made within one (1) year of first publication of the Ad Offer. Otherwise, the claim shall be deemed waived by Merchant.

 SECTION 8.    TERM AND TERMINATION

 8.1              Term.  This Agreement shall continue in effect for the longer of the Sales Period following the effective date or the last date when a customer of Seekzoo.com redeems a Voucher offered by Merchant through Seekzoo.com.

 8.2              Termination.  Seekzoo.com may terminate this Agreement at any time for any reason by giving the Merchant written notice of such termination. The expiration of the Term shall not in any way affect the purchaser’s usage of the Ad Offer, or Merchant’s obligation for redemption of the Ad Offer. Upon execution of the Agreement, Merchant agrees that Merchant will not promote an online offer with respect to the products or services described in this Agreement of similar or greater value for a period up to 90 days from the effective date, plus a minimum of 90 days following the Merchant’s date of feature on the Seekzoo.comWebsite. Any claims for payments due Seekzoo.com shall survive any expiration or termination of this Agreement.Seekzoo.com may terminate these terms and suspend your access to the Merchant Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any Ad Offer made by you through Seekzoo.com’s programs and services; (b) you fail to redeem or cause the redemption of any Voucher to fail for any reason, including but not limited to the sale or dissolution of your business, a violation of or a higher than expected number of purchasers, (c) you violate any of the material terms of these terms or any other agreement you have with Seekzoo.com, or (d) or otherwise misuse, repeatedly abuse program guidelines or Seekzoo.com standards that have been communicated to you in advance., or in any way engage in conduct, which in Seekzoo.com’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Seekzoo.com or any Seekzoo.com customer.

 8.3              Obligations Upon Termination.  Neither the expiration nor termination of these terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid Voucher, or modify or eliminate your obligation to redeem any valid Voucher pursuant to its terms. All terms and any sections of these terms that are logically intended and required to survive expiration or termination of these terms to achieve their intent, shall survive without limitation.

 8.4              Suspension of an Ad Offer.  Notwithstanding anything herein to the contrary, you or Seekzoo.com may cancel or suspend an Ad Offer through your Merchant Account for any or no reason.

8.5              Notices.  All notices and other communications under this Agreement shall be in writing and shall be sufficient for all purposes if personally delivered or if sent by certified or registered mail, return receipt requested. Postage prepaid, and addressed as follow:

 (a)   If to Seekzoo.com, LLC, to:

428 Redruth Drive

Las Vegas, Nevada 89178

 

(b)   If to the Merchant, to:

(Merchant address given at time of __

Online registration)______________

 8.6              Effective Date.  If personally delivered, any notice or other communication hereunder shall be deemed to have been given and received and shall be effective when personally delivered. If sent by mail as herein provided, any notice or other communication hereunder shall be deemed to have been given and received and shall be effective on the date of return receipt relative thereto.

SECTION 9.    MISCELLANEOUS

 9.1              No Warranties.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  SEEKZOO.COM DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE AD OFFERS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE AD OFFER WILL BE CORRECTED, OR THAT AD OFFERS WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.

9.2              Confidentiality. The terms of this Agreement are confidential, and Merchant agrees to not disclose the terms described herein to any party (other than its employees, parent companies, and shareholders on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals). The terms contained herein are confidential between Seekzoo.com and Merchant and not known to the general public outside of this Agreement, thus any breach of this confidentiality provision by Merchant shall be considered a material breach of this Agreement and will result in irreparable and continuing damage to Seekzoo.com for which there will be no adequate remedy at law; and in the event of such breach, Seekzoo.com will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).

9.3              Intellectual Property.  Merchantagrees and acknowledges that Seekzoo.com owns all right, title, and interest in the Seekzoo.comWebsite, Seekzoo.com trademarks, and any software, technology or tools used by Seekzoo.com to promote, market, sell, generate, or distribute the Ad Offers (collectively the “Seekzoo.com IP”). Merchant shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, modify or timeshare the Seekzoo.com IP or any portion thereof, or use such Seekzoo.com IP as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Merchant shall not prepare any derivative work based on the Seekzoo.com IP. Merchant shall not translate, reverse engineer, decompile or disassemble the Seekzoo.com IP.

9.4              Interpretation.  This Agreement shall be exclusively governed by and construed in accordance with the laws of the State of Nevada, other than its choice of law rules. The section heading contained in this Agreement are for purposes of reference only and shall not limit, expand or otherwise affect the construction of any provisions of this Agreement.  Any action brought to enforce any terms of this Agreement shall be brought in Clark County, Nevada.   

9.5              All Inclusive Agreement.  This agreement will supersede all previous agreements between the parties involved.

9.6              Independent Contractors.  The Parties are independent contractors.  Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.

9.7              Attorney’s Fees.  If any action is brought because of any breach of or to enforce or interpret any of the provisions of this Agreement. The party prevailing in such action shall be entitled to recover from the other party reasonable attorney's fees and court costs incurred in connection therewith, the amount of which shall be fixed by the Court and made a part of any judgment rendered thereby.

9.8              Modification; Amendment.  This Agreement may not be amended or otherwise modified except by a writing referring to this Agreement duly executed by both of the Parties.

9.9              Assignment.  Each Party enters into this Agreement in reliance upon the other Party’s specific personal qualities including ability, skill, trust, experience, credit, character and judgment, and neither Party shall assign, mortgage or charge this Agreement or any of the rights or obligations contained in this Agreement.  Any unauthorized transfer is void.

9.10          Entire Agreement.  This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter, supersedes all prior negotiations, understandings and agreements concerning the subject matter thereof.  Any headings in this Agreement are for convenience only and not intended to influence its construction. In this Agreement, unless the context requires otherwise, the singular includes the plural, and the plural includes the singular, and all references to Sections shall be to sections of this Agreement.

9.11          Counterparts; Digital Execution.  This Agreement may be executed in counterparts, each of which shall be deemed an original, and which together shall constitute one and the same instrument.  This Agreement may also be executed by Merchant in digital medium, whether via online access, or via other digital medium, the signature which shall constitute an effective signature.  Merchant understands that transactions and/or signatures in records may not be denied legal effect solely because they are conducted, executed, or prepared in electronic form, and that if a law requires a record or signature to be in writing, an electronic record or signature satisfies that requirement. 

9.12          Waiver.  The failure or omission by either Party to insist upon or to enforce any of the terms hereof shall not be deemed a waiver by such Party of the right to protest or terminate this Agreement for breach of any such terms, unless such waiver shall be in a writing referring to this Agreement and duly executed by such Party. A waiver of any right on one occasion shall not constitute a bar to, or a waiver of, any such right on any future occasion.

9.13          Relationship Between the Parties.  The relationship between the Parties is as between principals and not as between principal and agent. Neither Party shall have the authority to bind the other in any manner whatsoever, and neither Party shall hold itself out, or otherwise describe itself as, agent for the other by way of correspondence, document, nameplate, sign or any other oral or written notice or other communication.

9.14          Severability.  In the event that any provision of this Agreement, or the application of such provision to any Person or set of circumstances, shall be determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

 Seekzoo.com and Merchant have executed this Agreement as of the day and year Merchant registered account online with Seekzoo.com and electronically agreed to terms during account registration.