chicdoor.com

ChicDoor Membership


This Online Vendor Agreement (this “Agreement”) is entered into as of this date (the “Effective Date”) by and between Chic Door, LLC, a limited liability company (“Chic Door”), and (“Vendor – as signed on document”) (referred to individually as a “Party” and collectively as the “Parties”).
In consideration of the mutual covenants contained in this Agreement, the Parties agree as follows:

  1. Grant. Chic Door operates the website located at the uniform resource locator (“URL”) www.chicdoor.com (the “Website”). Vendor hereby grants Chic Door a non-transferable non-exclusive license to sell products from its boutique that will displayed on the Virtual Store Space (as defined herein) (referred to herein as the “Products”) located at the following URL: www.chicdoor.com (referred to herein as the “Virtual Store Space”) to any party located in the United States.
  2. Chic Door Services. Chic Door will provide Vendor access to and use of a customized e-commerce Virtual Store Space on the Website. Upon payment of the Set-Up Design Fee, Chic Door will, with Vendor’s reasonable cooperation, set up the Virtual Store Space. Chic Door will handle all Product sales sold from the Website and provide payment processing services. Chic Door reserves the right to approve the products to be displayed on the Website and to determine the vendors who may sell on the Website. Chic Door shall provide Vendor on a monthly basis a statement showing sales information and amounts due.
  3. Payment Processing. Vendor will always be the seller of record; however, Chic Door, in its sole discretion, will act as Vendor’s payment processing agent and will process all payments, refunds, and adjustments to Website transactions. Chic Door, and not Vendor, will send customers email confirmations of their orders. Chic Door’s name, or one of its affiliates’ names, will appear on customers’ credit card statements. Chic Door may hold for investigation or refuse to process any transaction. Chic Door may, but is not required to, honor or accept any discounts, coupons, gift certificates, or other offers or incentives made available by Vendor. Chic Door may utilize the services of a third party payment processor or financial institution to process payment transactions.
  4. Customer Service. Vendor will refer customer issues to Chic Door in accordance with the responsibilities set forth herein, in a timely, professional, and courteous manner and at the contact information provided by Chic Door. Chic Door shall be solely responsible for all customer service issues relating to payment, credit card processing, Paypal processing, debiting, or crediting, and taxes. Vendor shall be solely responsible for all customer service issues relating to the Products (including pricing, rebates, item information, availability, customer service, and warranty), Product order fulfillment, shipping and handling, order cancellations, returns, refunds, adjustments, and feedback concerning Vendor’s personnel, policies, or processes. When performing customer service, Vendor shall always present itself as a separate entity from Chic Door.
  5. Vendor Obligations. At all times, Vendor must comply with this Agreement, Chic Door’s Website Terms of Use, and applicable Chic Door policies.
    1. Sales. Vendor shall provide all Required Product Information with respect to each of its Products and other information requested by Chic Door to process payments and to otherwise operate the Website. Required Product Information includes: (i) a description of the Product and available sizes; (ii) the UPC code, SKU number, and such other identifying information as Chic Door may reasonably request; (iii) information regarding the in-stock status, shipping availability, shipping limitations or requirements; (iv) a digitized image of the Product in compliance with Paragraph 5(h) (“Photo(s)”) (provided that any logos, text, or other marking are removed from the Photo other than the logos, text, or markings that actually appear on the Product); (v) the price of the Product; (vi) any disclaimers, warnings, notices, labels, or other content required by applicable law; (vii) brand; (viii) model; (ix) product dimensions; (x) technical specifications; and (xi) any other information requested by Chic Door. Vendor will update the Required Product Information as necessary to ensure that it remains accurate and complete. Upon shipment of a Product, Vendor will upload to Chic Door the shipping confirmation files including any shipping notifications, shipping status, and order tracking information, and any other information requested by Chic Door to process payments. Chic Door may provide the shipment and payment information to Website users.
    2. Vendor’s Transactions. For each order received through the Website, Chic Door will send Vendor an e-mail order confirmation which will include the product and shipping information. Vendor agrees to complete all transactions for the Products listed on the Website in accordance with this Agreement and all applicable program policies. Vendor must use the packing slip and product packaging provided by Chic Door. All sales of Products through the Website will be final and may not be canceled or revoked except pursuant to this Agreement and the applicable terms and conditions that appear on the Website. Vendor is solely responsible for, and shall bear all risk and liability for, sourcing, storing, selling, fulfilling, and delivering all Products. Vendor is responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of the Products, and Vendor shall indemnify and hold harmless Chic Door from any claims from customers regarding order fulfillment and defective Products.
    3. Exclusivity. Vendor is not required to sell Products exclusively on the Chic Door Website; however, Vendor agrees that it will not refer customers to another website to purchase its products.
    4. Fraud and Cancellations. Chic Door will bear the risk of credit card fraud (i.e., fraudulent purchases arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Vendor transactions that were fulfilled in accordance with the order information made available to Vendor by Chic Door (including shipping the Products only to the recipient and at the shipping address provided by Chic Door). Vendor will bear all other risk of fraud or loss. Vendor will promptly notify Chic Door of any pattern of fraudulent or other improper activities with respect to any of its Products that has resulted or may result in a higher incidence of fraud or other impropriety associated with transactions involving the Products or similar products. If directed by Chic Door, Vendor shall stop and/or cancel orders, and, if the customer has already been charged, Vendor shall execute a refund. Vendor shall provide contact information for a designated contact person available during business hours to handle inquiries regarding fraud, order stops, cancellations, and/or similar concerns. Such contact person shall cooperate with Chic Door and must have the ability to promptly cancel or stop orders from being shipped.
    5. Refunds and Returns. Subject to this Agreement and Chic Door’s return policy, Vendor will accept and process returns. All refunds and adjustments shall be processed through Chic Door, who will credit the applicable customer account, and Vendor will reimburse Chic Door for all amounts so credited. Vendor agrees to use any functionality provided by Chic Door for processing returns and adjustments including any applicable shipping charges.
    6. Delivery Errors, Nonconformities, and Product Recalls. Vendor is responsible for any non-delivery, misdelivery, theft, or other mistake or act in connection with the fulfillment and delivery of Products, except to the extent caused by credit card fraud for which Chic Door is responsible under this Agreement or Chic Door’s failure to provide the order information as received from the customer or resulting from address verification. Further, Vendor is responsible for any non-conformity or defect in any of its Products.
    7. Chargebacks and Other Disputes. If Chic Door informs Vendor of any chargeback or other dispute regarding a Vendor transaction, Vendor must reimburse Chic Door for the amount of the purchase plus any associated fees to the extent payable by Chic Door from Vendor’s Fees, unless Vendor provides the following information to Chic Door within ten (10) days of its receipt of notice: (i) proof of delivery of the applicable Products; (ii) the applicable Website order identification number; (iii) a description of the applicable Products. If Vendor has a high rate of chargebacks, refunds, or other indicia of performance problems, Chic Door may require the establishment of a reserve account to secure the performance of Vendor’s payment obligations under this Agreement, in an amount determined by Chic Door.
    8. Photo Submission. Photos, including those referenced in Section 5(a)(iv), maybe subject to Chic Door’s review before being published and must adhere to the following rules:
      1. Be owned or properly licensed to Vendor such that Chic Door may display on its Website;
      2. Be suitable for display and publication on website and not obscene or indecent or contain defamatory or derogatory statements regarding any persons, place, business or group, invade privacy or other rights of any person, firm or entity, and it must not in any other way violate applicable laws and regulations;
      3. Not violate any law or infringe any party’s intellectual property or other rights, must not contain copyrighted works (other than as owned by Vendor or licensed to Vendor), and must not feature or refer to any trademarks other than owned by or licensed to Vendor or any names or third party logos, including but not limited to third party names, logos or trademarks. Chic Door reserves the right, in its sole discretion, to remove or blur or to ask Vendor to remove or blur any non-material elements (e.g. small logos on clothing).;
      4. Not contain materials embodying the names, likenesses, or other indicia identifying any person, including without limitation celebrities and/or other public or private figures, living or dead, without permission, or contain look-alikes of celebrities or other public or private figures, living or dead; and
      5. Not communicate messages or images inconsistent with the positive image and/or good will to which Chic Door wishes to associate.

      All Photos will be reviewed for content before being published; however, such review does not relieve Vendor from responsibility for compliance with these Rules. Photos that do not comply in all material respects with these Chic Door Rules or that otherwise contain prohibited or inappropriate content as determined by Chic Door, in its sole discretion, will not be published. If Vendor is notified that any element of a Photo infringes upon the rights of any other person and/or receives a legally valid request to remove or invalidate the affected Photo because of suchinfringement, such Photo shall be removed.

  6. Term. The Term of this Agreement shall commence on the Effective Date hereof and shall continue for a period of 90 days (the “Introductory Period”). Upon expiration of the introductory period the term shall automatically renew for an additional 12 month period. There after unless either Party gives the other Party 60 days’ written notice of termination of the Agreement, the term shall automatically renew for additional Lease Period of 12 months. This Agreement may also be terminated by written accord of the Parties or the failure of either Party to perform any term or covenant to be observed or performed under any term or provision of this Agreement. Chic Door reserves the right to terminate dormant accounts. Upon termination, all rights and obligations of the Parties under this Agreement will terminate, except that the provisions pertaining to completing sales transactions, payment processing, shipping Products to customers, processing returns, customer service, payment of Fees owed, transaction disputes, intellectual property ownership, data security, representations and warranties, indemnification, and limitations of liability shall survive termination.
  7. Fees. Vendor shall pay the following Vendor Fees, which include but shall not be limited to:
    1. Set-Up Design Fee. The initial set-up cost to create and customize Vendor’s Website will be $99.00 (the “Set-Up Design Fee”). The Set-Up Design Fee shall include, but may not be limited to, graphics, categories, custom pages, and training. Subsequent to the Virtual Store Space going “live” and completion of training, any further work that is not part of the initial set-up will be billed separately.
    2. Lease Payment. $35 per month shall be paid by Vendor to Chic Door as and for the Lease Payment. The Lease Payment is due for the duration of the Term of this Agreement, even if Vendor does not have any Products posted on the Virtual Store Space at a particular point in time.
    3. Product Commission Fee. Vendor shall remit to Chic Door a Product Commission Fee equal to 15% of the total from each transaction for a particular month.
    4. Prior to set-up, Vendor shall provide Chic Door with valid credit card information from a credit card acceptable by Chic Door as well as valid bank account information for a bank account in Vendor’s name. Vendor shall update its credit card and banking information as necessary to ensure that it remains accurate and complete. Vendor authorizes Chic Door to verify its information, and will provide documentation evidencing said authorization upon request, and to charge the credit card or debit the bank account for any sums payable by Vendor to Chic Door. Chic Door has the option to remit payments to Vendor to the bank account or credit card on file. For amounts owed to Chic Door, Chic Door may: (i) Charge the credit card on file; (ii) offset any amounts payable to Vendor against payments owed; (iii) invoice Vendor for amounts due under this Agreement, in which case Vendor agrees to pay said invoice upon receipt; (iv) reverse any credits to the bank account on file; or (v) seek such payment or reimbursement from Vendor by any lawful means. For any erroneous or duplicate transactions, Chic Door reserves the right to seek reimbursement by deducting from future payments owed to Vendor, charging the credit card, or seeking reimbursement by any lawful means.
  8. Price and Payment/Transportation/Insurance. Subject to Chic Door’s reservation of rights in Paragraph 2, Vendor shall determine which Products to sell, the Product price, and the applicable shipping and handling charges. If Vendor offers free shipping, Vendor shall pay the cost of shipping. Vendor, in all events, shall have the right to sell Product in any area using any media and at any price deemed appropriate by Vendor. Chic Door shall sell the Products on line and process payments using credit cards, Pay Pal or other means deemed appropriate by Chic Door. Chic Door is responsible for collecting sales taxes directly from the customer for the respective state, county, or governing bodies and paying it to Vendor under Section 7 (d). Vendor shall be responsible for promptly forwarding such payments to the applicable governing body. Unless Vendor instructs Chic Door in writing otherwise, the address of Vendor shown herein shall be the shipping address of Vendor. Vendor agrees to ship Products via the United States Postal Service; otherwise, the mode of shipping and transportation shall be determined by Vendor. In all cases, Chic Door shall bill Vendor the fee charged by the United States Postal Service. Vendor shall pay all transportation and delivery charges.Vendor shall procure and maintain transportation insurance for the Product for the full insurable value
  9. Marketing. Chic Door will provide marketing materials, including but not limited to email marketing, Product packaging for shipping, counter displays with Chic Door information, and other printed materials to be included in packages to purchasers. Vendor agrees to provide Chic Door with its customer list for email marketing purposes, beginning with the launch of the Virtual Store Space. Chic Door shall abide by any and all customer requests to unsubscribe to email communications.
  10. Ownership: Risk of Loss. Title to Products sold pursuant to this Agreement shall pass from Vendor to the end purchaser when the full purchase price is paid. Risk of loss, pertaining to damage, destruction, or otherwise, shall be borne by Vendor until the Product reaches the end purchaser.
  11. Acceptance and Returns. Vendor will process returns and exchanges according to Chic Door’s return policy, which may be posted on the Site. Credit for any defective Product(s) will issue only if and to the extent that Vendor’s examination shall confirm the purchaser’s complaint. Vendor reserves the right, at its discretion, to replace Product(s) found to be defective with the same quantity of Product(s) in good, salable condition, transporting the replacement to purchaser at Vendor’s expense or authorizing the Chic Door to issue a credit to the purchaser for same. Chic Door will not be liable for any return shipping costs for the item.
  12. Liability. Neither Party shall be liable for any damage arising from or related to acts of God, acts of government, failure to secure materials from usual sources of supply, labor difficulties, embargo, fire, force majeure or causes not occasioned by either Party’s conduct or for any delays which shall prevent Vendor from making deliveries, or for any consequential or special damages. Vendor is not, however, relieved from making shipment when the causes interfering with shipment have been removed.
  13. Trademark Registrations. Vendor reserves the right to decide at its discretion whether and when to apply for trademark registrations, if any, for its Products. Vendor hereby grants Chic Door a nonexclusive license to use the Vendor’s trademark and, so long as properly licensed with authority to sublicense, use any applicable Product trademark(s) for the sole purpose of identifying the applicable Product(s), marketing Chic Door and Vendor’s services, and listing the Products in the Virtual Store Space. Chic Door shall at all times recognize, respect, and protect Vendor’s and/or third party ownership rights in any and all Product trademarks.
    1. Ownership and Reservation of Rights. Vendor acknowledges and agrees that Chic Door owns all right, title, and interest in and to the Chic Door website, artwork, and materials, and all Chic Door intellectual property, including but not limited to trademarks, service marks, all customer lists, designs, logos, and other technology and features used by Chic Door and its affiliates in creating the Website along with any future trademarks, materials, service marks, customer lists, designs logos and other technology that may be used (“Chic Door’s Materials”). Except as provided in this Agreement, Vendor does not acquire any ownership interest or other rights in and to the Virtual Store Space or Chic Door’s Materials. All rights except those provided in this Agreement are reserved, and no other licenses, express or implied, are granted by Chic Door.
    2. License Grant. Chic Door hereby grants Vendor a limited, revocable, non-sublicensable, non-assignable, non-exclusive, and royalty-free license to: (i) Access and use the Virtual Store Space and Chic Door’s Materials in the manner permitted under this Agreement; (ii) install, copy, and use any Chic Door Materials provided and solely in conjunction with Vendor’s access to and operation of its Virtual Store Space; and (iii) enable the access to and use of the Virtual Store Space by customers. Vendor may not authorize any other party to exercise the foregoing license grant with regard to the Website, the Virtual Store Space, or Chic Door’s Materials, nor may Vendor authorize any party to reverse engineer, decompile, or disassemble them, modify or create derivative works based on them in whole or in part, distribute copies of them, remove any proprietary notices; use any public software in a manner that require the Website, the Virtual Store Space, or Chic Door’s Materials to be disclosed, licensed, distributed, or otherwise made available to anyone, or to sell, lease, rent, transfer, sublicense or otherwise transfer rights to them. Any violation of this Section will immediately terminate this Agreement and Vendor’s right to use the Website, the Virtual Store Space, and Chic Door’s Materials.
  14. Independence/Liability. Nothing contained in this Agreement shall constitute either Party as an agent, legal representative, partner, subsidiary, joint venture, or employee of the other Party. Chic Door shall have no right or power to, and shall not bind or obligate Vendor in any way, manner or thing whatsoever, nor represent that it has any right to do so. Neither Party shall be liable to the other by reason of the termination or expiration of this Agreement for compensation, reimbursement, or damages on account of any loss of prospective profits on anticipated sales or on account of expenditures, investments, leases, or other commitments relating to the business or good will of either Party; provided, however, termination or expiration of this Agreement shall not prejudice either Party’s rights to payments otherwise due it pursuant to this Agreement. Upon termination, Chic Door shall cease promoting or advertising Products as of the date the Agreement terminates.
  15. Indemnity. Vendor will indemnify, defend, and hold Chic Door harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement, including without limitation any violation of Chic Door policies; (b) Vendor’s wrongful or improper use of the Website or the Virtual Store Space; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights, copyright rights or trademark rights;(e) Vendor’s violation of any law, rule or regulation of the United States or any other country; (f) any other party’s access and/or use of the Services with Vendor’s unique name, password or other appropriate security code.
  16. Representation and Warranties. Vendor represents and warrants that: (a) Vendor is a corporation or limited liability company duly organized, validly existing, and in good standing under the laws of its state of incorporation; (b) Vendor has the right, power, and ability to enter into and perform under this Agreement and is not a party to any agreement which would prohibit it from entering into this Agreement; (c) any sales transactions submitted by Vendor will represent a bona fide sale by Vendor and will accurately describe the Products sold and delivered to a purchaser; (d) Vendor will fulfill all of its obligations to each purchase for which it submits a transaction and will resolve any consumer dispute or complaint directly with the purchaser; (e) Vendor’s use of the Website, submission of Photos and the Virtual Store Space will not infringe on the intellectual property rights of any third party, including but not limited to copyright, right of publicity, publicity rights and trademark; (f) Vendor will not use the Website or the Virtual Store Space, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Website or the Virtual Store Space; and (g) Vendor’s use of the Website and the Virtual Store Space will be in compliance with this Agreement.
  17. No Warranties. THE WEBSITE AND VIRTUAL STORE SPACE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE WEBSITE AND VIRTUAL STORE SPACE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, CHIC DOOR, ITS SERVICE PROVIDERS, SUPPLIERS, AND AFFILIATES (AND THEIR RESPECTIVE AGENTS, DIRECTORS, AND EMPLOYEES) DO NOT WARRANT THAT THE WEBSITE AND VIRTUAL STORE SPACE WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE AND VIRTUAL STORE SPACE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE AND VIRTUAL STORE SPACE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
  18. Limitations of Liability and Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CHIC DOOR, ITS SERVICE PROVIDERS, SUPPLIERS, OR AFFILIATES (OR THEIR RESPECTIVE AGENTS, DIRECTORS, OR EMPLOYEES) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES. UNDER NO CIRCUMSTANCES WILL CHIC DOOR BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR VIRTUAL STORE SPACE OR YOUR CHIC DOOR ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CHIC DOOR, ITS SERVICE PROVIDERS, SUPPLIERS, AND AFFILIATES (AND THEIR RESPECTIVE AGENTS, DIRECTORS, AND EMPLOYEES) ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE WEBSITE OR VIRTUAL STORE SPACE; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM VENDOR’S ACCESS TO OR USE OF THE WEBSITE OR VIRTUAL STORE SPACE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR DATA OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR DATA POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES INCLUDING PHOTOS SUPPLIED BY VENDOR; AND/OR (VII) DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY ON THE WEBSITE. IN NO EVENT SHALL CHIC DOOR, ITS SERVICE PROVIDERS, AGENTS, SUPPLIERS, OR AFFILIATES (OR THEIR RESPECTIVE AGENTS, DIRECTORS, OR EMPLOYEES) BE LIABLE TO VENDOR FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT OF FEES EARNED BY CHIC DOOR IN CONNECTION WITH VENDOR’S USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.

    THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF CHIC DOOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  19. Disputes. If a dispute of any kind arises out of or in connection with this Agreement, Chic Door wants to understand and address any concerns quickly and amicably. Vendor is encouraged to please contact Chic Door directly with any dispute. If the parties cannot resolve their concerns informally, then the parties agree to arbitrate any disputes. The Commercial Rules of the American Arbitration Association shall apply. The award shall be final and binding. The arbitrator shall have the power to rule on own competence, jurisdiction, and the validity of this Agreement to submit to arbitration. Such arbitration shall be held in St. Louis, Missouri. The arbitrator may not assess punitive damages.
  20. Operating Provisions. This Agreement is not assignable in whole or in part by either Party without the prior written consent of the other Party. Any assignment without such prior written consent shall constitute a default hereunder and shall be of no force or effect as against Chic Door. Subject to the aforesaid, the provisions of this Agreement shall be binding upon and shall inure to the Parties hereto and their respective successors, representatives, and assigns. No delay on the part of any Party in exercising any rights or remedies hereunder shall operate as a waiver of such rights or remedies. The waiver by either Party of a breach or violation of any provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach hereof. No modification or waiver of the provisions of this Agreement shall be effective unless in writing, and no such written waiver shall be applicable except in specific instances for which given. This Agreement shall be construed and enforced in accordance with the laws of the State of Missouri. Neither Party shall be liable for any special, direct or incidental consequential damages resulting from a breach of this Agreement. Each Party shall bear its own costs and one-half (½) of the fees and costs of the arbitrator, subject to the power of the arbitrator to award all such reasonable costs, expenses and fees, including attorney fees to the prevailing Party. This Agreement contains the entire understanding between the Parties hereto with respect to the subject matter hereof, superseding all prior or contemporaneous negotiations, discussions, or preliminary agreements. All notices required hereunder shall be deemed to be properly given if delivered in writing personally, sent by facsimile transmission or other electronic means of communication to the other Party’s address as shown below or sent by United States certified or registered mail or by regular mail, as the case may be. Such notice shall be deemed given: (a) upon tender, if personally given; (b) if delivered by electronic means or facsimile transmission with confirmation of receipt, on the first business day after being sent; (c) if sent by registered or certified mail, on the date of the actual receipt; and (d) if sent by regular mail, seven days after mailing. If any provision of this Agreement is declared void, such provision shall be deemed severed from this Agreement, which shall otherwise remain in full force and effect.

 

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chicdoor.com http://chicdoor.com
Audit Trail
Document name: ChicDoor Membership
Unique document ID: 0e694aa78ba0b1a36e4e95122acba641d3a0d2bc
Status:
    October 15, 2015
    8:57 am CSTDocument ChicDoor Membership
    Uploaded by Chic - info@chicdoor.com
    IP: 186.177.6.173