EyeFive - Drop Shipping Manager

IMPORTANT - READ CAREFULLY.  These terms and conditions are a legal contract between you ("Distributor") and EyeFive, Inc., a California corporation ("EyeFive"), for the advertisement, sale and distribution of EyeFive's products.

BY CLICKING THE [I ACCEPT] ICON BELOW, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
IF YOU DO NOT AGREE TO SUCH TERMS AND CONDITIONS, DO NOT ACCEPT THE TERMS AND DO NOT CLICK THE I ACCEPT BUTTON.

No Agency.  The relationship of EyeFive and Distributor as set forth by these terms and conditions is that of independent contractors, and neither party is an employee, agent, partner or joint venturer of the other.  Distributor shall not be considered an agent or legal representative of EyeFive for any purpose, and neither Distributor nor any director, officer, agent, or employee of Distributor shall be, or be considered, an agent or employee of EyeFive.  Distributor is not granted and shall not exercise the right or authority to assume or create any obligation or responsibility on behalf of or in the name of EyeFive.  All sales and other agreements between Distributor and its customers are Distributor's sole responsibility and will have no effect on EyeFive's obligations under this Agreement.

License of EyeFive Marks.  Subject to the terms and conditions herein, EyeFive grants to Distributor a non-transferable, revocable license, without right of sublicense, to use the EyeFive marks, including any patents, trademarks, trade names or copyrights in the EyeFive products or the product lines that include the products, in Distributor's territory solely in connection with the advertisement, sale and distribution of the EyeFive products.  Distributor shall not use the EyeFive marks except as expressly permitted herein.

Restrictions on Use of Marks.  Nothing contained herein shall grant or shall be deemed to grant to Distributor any right, title or interest in or to the EyeFive marks.  All uses of the EyeFive marks shall inure solely to the benefit of EyeFive, and Distributor shall obtain no rights with respect to any of the EyeFive marks, other than the right to distribute products as set forth herein, and Distributor hereby irrevocably assigns to EyeFive all right, title and interest held by Distributor, if any, in or to any of the EyeFive marks.  At no time during or after the term of the parties' business relationship shall Distributor challenge or assist others in challenging the EyeFive marks (except to the extent expressly entitled by applicable law) or the registration thereof or attempt to register any trademarks, servicemarks, marks or trade names confusingly similar to the EyeFive marks.  Upon any termination or expiration of the parties' business relationship or upon written notice by EyeFive, Distributor shall immediately cease to use any and all of the EyeFive marks as authorized herein.

Infringement.  Distributor shall promptly notify EyeFive of any actual or suspected infringements, imitations, or unauthorized use of the EyeFive marks by third parties of which Distributor becomes aware.  EyeFive shall have the sole right, at its expense, to bring any action on account of any such infringements, imitations or unauthorized use, and Distributor shall cooperate with EyeFive, as EyeFive may reasonably request, in connection with any such action brought by EyeFive.  EyeFive shall retain any and all damages, settlement and/or compensation paid in connection with any such action brought by EyeFive.

Indemnification.  Distributor agrees to indemnify and hold EyeFive, its officers, directors, employees, successors, and assigns harmless from and against any and all losses, damages or expenses of whatever form or nature, including attorneys' fees and other costs of legal defense, whether direct or indirect, that they, or any of them, may sustain or incur as a result of any acts or omissions of Distributor or any of its directors, officers, employees, or agents, including but not limited to (i) breach of any of these terms and conditions herein, (ii) negligence or other tortious conduct, (iii) representations or statements not specifically authorized by EyeFive in writing or not expressly provided on the EyeFive website, www.eyefive.com, or (iv) violation by Distributor (or any of its directors, officers, employees, or agents) of any applicable law, regulation, or order in or of Distributor's territory or the United States, including, but not limited to, any law regulating the transmission of unsolicited commercial email (&quot;spam&quot;).

Representations and Warranties.  Each party represents and warrants to the other party that such party has the full corporate right, power and authority to enter into this agreement and to perform the acts required of it hereunder; and the performance by any such party of its obligations and duties hereunder do not and will not violate any agreement to which such party is a party or by which it is otherwise bound; and this agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. “EXCEPT FOR THE FOREGOING WARRANTY, EYEFIVE PROVIDES NO OTHER EXPRESS OR IMPLIED WARRANTIES. EXPRESSLY EXCLUDED ARE ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EYEFIVE OR ITS AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE FOREGOING WARRANTY. EYEFIVE WILL NOT BE LIABLE TO DISTRIBUTOR FOR ANY INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR BUSINESS INTERRUPTION, AND THE LIKE) ARISING OUT OF THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The provisions of this section shall survive the termination or expiration of this Agreement.”

Sales and Distribution. Prices do not include and are net of any foreign or domestic governmental taxes or charges of any kind that may be applicable to the sale, licensing, marketing or distribution of the products. Distributor understands and acknowledges that all sales are final and that they are not entitled to return any product for a full or partial refund. Once orders are forwarded to EyeFive, Distributor agrees to pay EyeFive for all amounts due in full.  EyeFive, Inc will not be responsible for any delays or lack of delivery due to customs clearance issues. “EyeFive will not be liable for any sales and related tax liability, if any, associated with the sale of its products to customers hereunder.”

Governing Law and Venue.  This terms and conditions shall be governed by and construed under the laws of the State of California, United States of America.  The parties consent to the personal jurisdiction of, and venue in, the Central District of the State of California, United States of America.