Shop Submit Terms & Conditions
This agreement is drawn up under English law and is between Shop Submit Limited, registration number 5952572, and you the merchant. This agreement is the standard working conditions between both parties. This Agreement explains our obligations to you, and your obligations to us. By completing and submitting your Merchant Contract, you agree to be bound by the terms and conditions of this Agreement. In this Agreement, "you" and "your" refers to the Merchant. "Parties" refers to you the merchant and Shop Submit Limited. You are bound by this Agreement whether you are acting on your own behalf or on behalf of a third party, including another Merchant.
A. Merchant Listings Service . Shop Submit provides you with the opportunity to participate in many different Merchant Listings Programmes, subject to their specific terms and conditions.
1. Search Listing Advertisements . Shop Submit provide an online shopping search engine listings service that assists consumers in shopping for products and services offered by participating Merchants. The search results present to consumers Merchant search listing advertisements containing links to participating Merchant Websites. The Merchant Listings Service permits you to advertise on the following networks: not exclusively as others may be added with your permission as they become available.
I. Shopzilla Network
II. Shopping.com Network
III. Kelkoo
IV. Pricerunner
V. Nextag
VI. Pricegrabber
VII. Ciao
VIII. Shop.com
Charges per click-through on the links within your search listing advertisements or otherwise generated from the Networks (" Clicks ") shall be accrued. Your search listing advertisements may include text and/or graphics, as well as information about product characteristics, availability and price. You agree that Shop Submit may display, reproduce, compile, edit, license and distribute your search listing advertisements and other related data and information on the above networks in a manner generally consistent with its display and use of such advertisements, data and information.
2. Advertising Charges and Payment. You agree to pay us all applicable charges for your participation in the Merchant Listings Service in accordance with the applicable payment plan and billing terms provided to you (including any applicable VAT or other similar taxes, in jurisdictions which impose such taxes, which will be billed in addition to the stated charges). You understand and agree that you will be charged for all Clicks on your search listing advertisements or otherwise generated by the Networks, and that such charges shall be based on the total number of Clicks on each of your search listing advertisements multiplied by the amount you or Shop Submit (with your implied permission) have bid for each Click on such search listing advertisements. Any questions or claims regarding any charges, billing or invoice must be raised with us in writing within sixty (60) days after the date of such charges, billing or invoice or else the charges, billing or invoice will be deemed final and will not be subject to any further claims or disputes. No refunds, credits or other billing adjustments will be made if a question or dispute is not asserted in writing within sixty (60) days of the applicable charges, billing or invoice.
3. Your Obligations in the Merchant Listings Service. You agree to observe the rules and guidelines of Merchant Listings Service as provided to you from time to time and to update your search listing advertisements promptly as requested. If any information is not a current or an accurate description of products, services or other information available on your Website(s), we reserve the right to refuse or remove any search listing advertisement at our discretion.
4. Shop Submit Obligations. Shop Submit will use its reasonable endeavours to manage the campaigns held within part 1 of this agreement. Shop Submit will provide a monthly report detailing all channels used during the period. Shop Submit will bear all costs of hosting the feeds and resultant tracking information. Shop Submit will also update the feeds for each site when required to by the partner site.
B. General Terms of Business. The following sections are applicable to your participation in the Merchant Program (in addition to the specific terms and conditions set forth above). You further agree to abide by the rules and guidelines of each Merchant Program in which you participate, as provided to you by Shop Submit from time to time.
1. Accurate Information. You represent that you have the authority to act on behalf of the Merchant that you are registering with Shop Submit, and that all information you provide to us in any search listing advertisement and all other information about your business provided in connection with the Merchant Programs, will be accurate, complete and current, to the best of your knowledge. You represent and warrant that the content of your Website(s) and your search listing advertisements (i) do not violate any law or regulation; (ii) do not infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) do not breach any duty toward or rights of any person or entity including, without limitation, rights of publicity or privacy, or has not otherwise resulted in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; and (iv) are not false, misleading, defamatory, libellous, slanderous or threatening.
2. Indemnification. You hereby agree to defend, indemnify and hold harmless Shop Submit, licensees, vendors, contractors, agents, and employees (collectively, "Agents"), from any and all liabilities, costs and expenses, including, without limitation, reasonable lawyer's fees and costs, that may arise from your participation in the Shop Submit Program, your breach of the terms of this Agreement, or any consumer's use of your Website(s) or purchase or attempted purchase of any products or services from you.
3. Intellectual Property. The parties acknowledge that Shop Submit owns the intellectual property rights of all feeds created by the company. Failure to comply with part 9 of this agreement will result in all feeds and related parts thereof, to be terminated immediately.
4. LIABILITY LIMITATIONS. ANY LIABILITY OF SHOP SUBMIT OR ANY OF ITS AGENTS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION OR DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR UNLAWFUL USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, SHALL BE STRICTLY LIMITED TO AN AGGREGATE AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID TO SHOP SUBMIT FOR YOUR PARTICIPATION IN THE MERCHANT PROGRAM IN THE PRIOR SIX (6)-MONTH PERIOD. IN NO EVENT SHALL SHOP SUBMIT OR ANY OF ITS AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUES, LOSS OF GOODWILL, DEFAMATION OR LOSS OR DAMAGE TO DATA THAT ARISE FROM ANY ASPECT OF YOUR PARTICIPATION IN THE MERCHANT PROGRAM OR ANY BREACH OR ERROR BY SHOP SUBMIT, WHETHER OR NOT SHOP SUBMIT HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation on such damages shall apply whether or not Shop Submit is able to correct any problem or error, and whether or not Shop Submit has breached any warranty or obligation, or failure of the essential purpose of any other remedy, it being the intention of the parties to allocate the risk of such damages as provided herein in all circumstances, and you acknowledge that Shop Submit would not have entered into this Agreement but for this limitation on such damages.
5. Duration and Termination. The duration of the agreement shall be 3 months from the commencement date. This agreement shall be automatically renewed at the end of each term for a successive secondary term each of 3 month durations. If you are dissatisfied with the Shop Submit Program or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your participation by giving us written notice as provided below. Notwithstanding anything contained in this Agreement to the contrary, we may, in our sole discretion, suspend or terminate your account and/or discontinue your participation in the Shop Submit Program or any other Shop Submit service at any time. All decisions made by us in this matter will be final and you agree that we shall have no liability with respect to such decisions. No Merchant shall have any vested right or enforceable interest to participate in the Shop Submit Program.
6. Refunds. If we terminate your account, you will receive a refund solely for amounts not yet charged to your account at the time of such termination. If you provide notice of termination of your account to us as provided below, your account will be deemed terminated effective one business day after we receive such notice, and you will receive a refund solely for amounts not yet charged to your account as of the end of such effective date of termination.
7. Confidentiality. The parties shall not at any time during the term or at any time thereafter disclose to any other person, firm or company, or use for any purpose except as provided by this agreement, any information of a confidential nature relating to any other party, its clients or customers which was disclosed to or obtained by a party pursuant to or in connection with this agreement provided that this will not apply to information which is or becomes public knowledge other than as a result of any act or default of the party receiving such information.
8. Payment Terms. Shop Submit offers a 30-day payment term. Failure to comply with this stipulation will result in all feeds and related parts thereof, to be terminated immediately.
9. TERMS OF PAYMENT.
I. You may pay Shop Submit by credit card, cheque or wire transfer or other payment means accepted. If you elect to pay by credit card, charge card or debit card, you understand and agree that your personal data will be shared with one or more third parties for the purposes of processing your payment
II. Post payment invoices for click-through fees and add on services are sent monthly and are due within thirty days after receipt by you. Merchant agrees to pay a late fee on all amounts hereunder not paid when due, equal to one and two percent (2%) per month of such outstanding amounts or the highest rate allowed by law, whichever is less.
III. IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES RELATING TO THIS AGREEMENT OR THE MERCHANT PROGRAM OR THE SHOP SUBMIT SERVICE, APPROPRIATE REPRESENTATIVES OF EACH PARTY SHALL MEET WITHIN THIRTY (30) DAYS AFTER THE WRITTEN REQUEST OF EITHER PARTY AND ATTEMPT TO NEGOTIATE OR MEDIATE A MUTUALLY-AGREEABLE RESOLUTION BEFORE EITHER PARTY SHALL COMMENCE ANY ARBITRATION PROCEEDING OR OTHER LEGAL ACTION. IF SUCH NEGOTIATION OR MEDIATION DOES NOT RESOLVE THE ISSUE TO THEIR MUTUAL SATISFACTION WITHIN SIXTY (60) DAYS AFTER SUCH WRITTEN REQUEST, THEN ALL DISPUTES ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT, THE MERCHANT PROGRAM OR ANY PART OF THE SHOP SUBMIT SERVICE WILL BE EXCLUSIVELY RESOLVED UNDER CONFIDENTIAL BINDING UNDER THE UK ARBITRATION ACT 1996 . NO ARBITRATION PROCEEDING OR OTHER LEGAL ACTION MAY BE COMMENCED REGARDING ANY DISPUTES ARISING OUT OF, RELATING TO OR CONNECTED WITH THIS AGREEMENT, THE MERCHANT PROGRAM OR ANY PART OF THE SHOP SUBMIT SERVICE MORE THAN ONE (1) YEAR AFTER THE DATE THAT THE ALLEGED BREACH OR OTHER GROUNDS FOR DISPUTE ORIGINALLY OCCURRED.
IV. Shop Submit reserves the right to amend the applicable terms of payment or to terminate your participation in a specific prepayment-listing plan or revoke the credit approval for invoicing at any time. You also understand that at any time you can discontinue your enrolment in a specific plan by notifying Shop Submit.
V. If payment cannot be charged to your credit card, for whatever reason, or if there is a charge back for any reason, or if you exceed your monthly maximum payment, or should you fail to pay an invoiced sum when due, Shop Submit reserves the right to either temporarily suspend or terminate your account with Shop Submit. Temporary suspension or termination includes but is not limited to removal of your search listings.
