this carefully before submitting the application (the
"Application") for participation in the Church Imports Wholesale
Program (the "Program"). This is a
binding agreement (the "Agreement")
between the individual submitting the Application or the entity
on whose behalf the Application is being submitted ("you"
and "your") and WavePoint Enterprizes, Inc.
("Church Imports"). By submitting the
Application, you hereby ACCEPT AND AGREE to all of the terms and
conditions set forth in this Agreement.
Process. By submitting the
Application you are expressing your desire to participate in the
Program through which you may order the Church Imports products and
services taking advantage of special discounts and offers
that are based on your own relations, history and performance
. In case your business involves
a web site other than Church Imports (as defined in
Section 2), as part of the Application you must
submit the principal address of that web site (the "Business or Website").
In case you do not choose to re-brand (use your own branding to ) Church Imports products
you agree that you will not try to persuade
any business or idividual to purchase our products or services
by providing false information and that your actions will be
generally restricted in the confines of typical information providing,
lawful actions and respectful of all Religious convictionse
latter case Church Imports may host one refering page for
You represent and warrant that: (i) the information
submitted in the Application is truthful and accurate; (ii) the
person submitting the Application is at least 18 years old; (iii)
in the event you are an entity, the person submitting the
Application has the full right, power and authority to enter into
this Agreement on behalf of such entity; and (iv) the execution
of this Agreement by such person, and the performance by you of
your obligations and duties hereunder, do not and will not
violate any agreement to which you are a party or by which you
are otherwise bound. You acknowledges that Church Imports makes no
representations, warranties or agreements related to the subject
matter hereof that are not expressly provided for in this
Agreement. Church Imports will allow you participate in the
program immediately upon conclusion of your on-line enrollement,
but will evaluate the Application and reserves the right to
disqualify your enrollment and notify you
of Church Imports's rejection of the Application in a timely
manner. Church Imports may reject the Application if the Business or Website is deemed,
in Church Imports's sole discretion, to be unsuitable for the Program.
Unsuitable web sites and businesses include, but are not limited to, those that:
Contain sexually explicit or obscene materials, or materials
that are otherwise deemed offensive;
Advocate discrimination based on race, sex, religion,
nationality, disability, sexual orientation, or age.
Promote or engage in illegal activities;
Violate intellectual property rights of third parties;
or promote deceptive information;
of the refered customers
available at http://www.Church Imports.com/privacy.php3, as may be
modified from time to time by Church Imports in its sole discretion.
2. Linking With,
and Use of, Church Imports Resources and Copyrighted material
for Promotions.You may use (to the extent
provided in Article 4 below) the electronic graphic artwork and
corresponding links to Church Imports products including the special
promotion identifier and all HTML thereto (the "Church Imports
Promos") available at http://www.ChurchImports.com/
as necessary to
participate in the Program.
You may not create multiple accounts.
Without limiting the
foregoing, you shall not promote or otherwise announce the
availability of the Church Imports Promos on your Business or Website anywhere other
than within your Business or Website, including but not limited to using the
Church Imports Promos in e-mail and promoting or otherwise announcing the
availability of the Church Imports Promos on your Business or Website through e-mail.
3. Your Business or Website. You are
solely responsible for, and Church Imports hereby disclaims all liability
for, the development, operation and maintenance of, and all costs
associated with, your Business or Website, any content thereon and any
equipment therefor. You hereby agree that your Business or Website shall not,
in any way, copy or resemble the look and feel of, or create the
impression that it is, part of the Church Imports Service or any of Church Imports's or
its wholesales' or subsidiaries' web sites. You agree that your
Business or Website shall, at all times during the Term of the Agreement,
comply with the policies identified in Section 1.7, and shall not
engage in any of the activities listed in Sections 1.1 through
License to Use Church Imports Promos. Church Imports hereby grants
to you a nonexclusive, revocable license to display on your
Business or Website the Church Imports Promos solely as necessary for, and for the
purpose of, promoting the products and/or services associated
with the Church Imports Promos as set forth at the Reporting Page and
identifying you as a participant in the Program. To the extent,
if any, that Church Imports Promos contain Church Imports's trademarks, service marks
or trade names, you shall not use such marks in a manner that
might be deemed to create a unitary composite mark. You agree not
to use the Church Imports Promos in a manner that is, or otherwise include
materials on your Business or Website that are, disparaging of Church Imports. Church Imports
reserves all proprietary rights in and to the Church Imports Promos not
expressly granted herein. You agree this license can be revoked
at any time for any or no reason upon notice by Church Imports to you
(regardless of termination of this Agreement) and you agree upon
receipt of such notice immediately to cease and decist using all Church Imports Promos.
5. Payments and Offers
. Payment for wholesale
orders must be prompt or the discount may be waived.
5.2 Offers and
Discounts for Wholesale Access
. All the offers
and discounts you may be receiving through Church Imports are only
valid for the time they are shown on the Web Site and for the
Business or Web Site (Wholesaler) that views them. Since those
are automatically updated we must and do reserve
the right to refuse service in case of supply chain problems.
6. Idividual Reporting and Confidentiality. Through the Wholesale Access Church Imports pages
you are provided with content that is unique for your Business or Web site and
reflects your relations, history and performance as a Wholesaler.
You agree not to share any offer (quantities or prices) information
with anyone that is not an owner or employee of your Business. You agree to pass on
this Confidentiality Ageement to anyone of the above that you divulge this information too.
Church Imports allows you to target specific products or categories of products in order
to maximize your earnings according to your client needs. In its sole discretion it may
disallow you from using such links.
of This Agreement. Church Imports may modify any
terms and conditions in this Agreement, including any amounts
payable as Fees, Commissions and bonuses under Article 5, at any time in its
sole discretion by posting a notice or a new Agreement on the
Reporting Page, but such new Agreement shall be effective no
sooner than five (5) days after such notice or new Agreement is
posted on the Reporting Page. YOUR SOLE REMEDY AND RECOURSE IN
THE EVENT ANY SUCH MODIFICATION IS UNACCEPTABLE TO YOU IS TO
TERMINATE THIS AGREEMENT, PROVIDED THAT Church Imports SHALL PAY TO YOU ALL
AMOUNTS DUE TO YOU PRIOR TO YOUR TERMINATION IN ACCORDANCE WITH
SECTION 11.1. Notwithstanding the five (5) day notice period for
termination provided in Article 9, such termination by you in the
event of a modification shall be effective immediately upon
receipt by Church Imports of notice thereof. Your continued participation in
the Program after such five (5) day period has passed shall
constitute acceptance of the modifications.
Releases; Publicity. You may not
announce your use of the Church Imports Promos on your Business or Website unless you
explicitly and clearly provide links and other information in the
same page that allows everyone to signup to our wholesale program or unless you
first receive Church Imports's prior written approval of such announcement.
Church Imports may announce your use of the Church Imports Promos on your Business or Website in
its sole discretion.
9. Term and
Termination. This Agreement
shall be effective on the date Church Imports accepts the Application and
shall continue until either party terminates this Agreement as
set forth herein (the "Term"). Either
party may terminate this Agreement at any time for any or no
reason upon five (5) days notice, (i) in the case of termination
by Church Imports, to you at either, at Church Imports's option, the e-mail address
contained in the Application or by posting such notice on the
Reporting Page, and (ii) in the case of termination by you, to
Church Imports at the following email address: wholesales@Church Imports. Notwithstanding the foregoing, Church Imports may terminate this Agreement immediately in the event you breach this Agreement.
10. Limitation of
Liability; Disclaimer; Indemnification.
Liability. UNDER NO
CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY
FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES), ARISING IN CONNECTION WITH THIS
AGREEMENT, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES (COLLECTIVELY, "DISCLAIMED
DAMAGES"); PROVIDED THAT YOU SHALL REMAIN
LIABLE TO Church Imports TO THE EXTENT ANY DISCLAIMED DAMAGES ARE
CLAIMED BY A THIRD PARTY AND ARE SUBJECT TO INDEMNIFICATION
PURSUANT TO SECTION 10.3. IN NO EVENT SHALL THE LIABILITY OF
Church Imports IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES NOT
EXCLUDED IN THE IMMEDIATELY PRECEDING SENTENCE EXCEED THE
AMOUNT PAID OR PAYABLE BY Church Imports TO YOU UNDER THIS AGREEMENT.
Additional Warranties. YOUR WEBSITE
(EXCEPT AS PROVIDED IN SECTION 1), ALL OF Church Imports'S AND ITS
AFFILIATE'S WEB SITES, THE Church Imports PROMOS, THE Church Imports SOFTWARE AND
Church Imports SERVICE (COLLECTIVELY, "SUBJECT MATTER")
ARE PROVIDED "AS IS" AND "AS AVAILABLE."
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER
PARTY MAKES ANY, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS
ANY, REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,
REGARDING THE SUBJECT MATTER, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND
IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE
Indemnification. You agree to
defend, indemnify and hold harmless Church Imports, its subsidiaries and
wholesales, and their respective officers, directors, agents,
distributors, franchisees and employees against any loss, damage, expense, or
cost, including reasonable attorneys fees (including
allocated costs for in-house legal services) arising out of
any claim, demand, action, suit, investigation, arbitration
or other proceeding by a third party ("Liabilities")
based on (i) your material breach of any covenant, duty,
representation, or warranty of this Agreement, (ii) materials
contained on your Business or Website (including any allegation that such
materials infringe a third party's proprietary rights), (iii) or otherwise related to the Data, and (iv) or otherwise related to your Business or Website and the content thereon.
Survival. Article 10 and
Section 11.2, 11.4 shall survive the expiration or
termination of this Agreement. Additionally, to the extent
this Agreement is not terminated as a result of fraud
relating to the Program by you or otherwise as a result of
your breach of this Agreement, Church Imports's obligation to pay Fees
and other bonuses under Article 5 shall survive for so long
as is necessary to account for Fees and other bonuses
generated from Qualified Orders properly registered
prior to the date of termination.
Applicable Law; Jurisdiction. This Agreement
will be interpreted, construed and enforced in all respects
in accordance with the laws of Cyprus
except for its conflicts of law principles. Each party
irrevocably consents to the exclusive jurisdiction of the
courts of Cyprus, in connection with
any action to enforce the provisions of this Agreement, to
recover damages or other relief for breach or default under
this Agreement, or otherwise arising under or by reason of
Solicitation of Church Imports Clients. You will not
send unsolicited, commercial e-mail (i.e., "spam")
through or into Church Imports's products or services, absent a Prior
Business Relationship. For purposes of this Agreement, a
"Prior Business Relationship" will
mean that the Church Imports Client to whom commercial e-mail is being
sent has voluntarily either (i) engaged in a transaction with
you other than registering to receive Church Imports Products or Services through
a Church Imports Promo provided on your Business or Website or (ii) provided
information to you through a contest, registration, or other
communication, which included clear notice to the Church Imports Client
that the information provided could result in commercial
e-mail being sent to that Church Imports Client by you or its agents.
Any commercial e-mail or other online communications to Church Imports
Clients that are otherwise permitted hereunder, shall (a)
include a prominent and easy means to "opt-out" of
receiving any future commercial communications from you, and
(b) shall also be subject to Church Imports's then-standard restrictions
on distribution of bulk e-mail (e.g., related to the time and
manner in which such e-mail can be distributed through or
into the Church Imports product or service in question).
Neither party will be liable for, or be considered in breach
of or default under this Agreement on account of, any delay
or failure to perform as required by this Agreement as a
result of any causes or conditions which are beyond such
party's reasonable control and which such party is unable to
overcome by the exercise of reasonable diligence.
Waiver. The failure of
either party to insist upon or enforce strict performance by
the other party of any provision of this Agreement or to
exercise any right under this Agreement will not be construed
as a waiver or relinquishment to any extent of such party's
right to assert or rely upon any such provision or right in
that or any other instance; rather, the same will be and
remain in full force and effect.
Assignment. You shall not
assign this Agreement or any right, interest or benefit under
this Agreement without the prior written consent of Church Imports.
Injunctive Relief; Remedies. You acknowledge
a violation of this Agreement could cause irreparable harm to
Church Imports for which monetary damages may be difficult to ascertain
or an inadequate remedy. You therefore agree that Church Imports will
have the right, in addition to its other rights and remedies,
to seek and obtain injunctive relief for any violation of
this Agreement. Except where otherwise specified, the rights
and remedies granted to a party under this Agreement are
cumulative and in addition to, and not in lieu of, any other
rights or remedies which the party may possess at law or in
Acknowledgment. You acknowledge
that you have read this Agreement and agreed to all the terms
and conditions. You understand that Church Imports may at any time
(directly or indirectly) solicit customer referrals on terms
that may differ from those contained in this Agreement, and
Church Imports and its wholesales and subsidiaries may operate web sites
that compete with your Business or Website.
You should not apply for an wholesale account if
do not understand or
disagree with any part or statement contained in this Agreement.
"Church Imports Client" means any user of the Church Imports
that is placing an order with Church Imports (a "Church Imports Order").
"Church Imports " means the Church Imports Products, Services and any other
product or service owned, operated, distributed or authorized
to be distributed by or through Church Imports or its wholesales or
subsidiaries worldwide (including, without limitation, the
e-mail contained therein).
"Church Imports Products and Service" means any product
that exists in the Church Imports site and is directly sold
by Church Imports. For example today there 9,953 Church Imports
12.4 "Church Imports
Software" means the proprietary software used for the Church Imports