Off2Shop

OFF2SHOP END USER LICENSE AGREEMENT


This Off2Shop End User License Agreement ("Agreement") is by and between Nerve Innovations Inc. (" Nerve "), an Ontario, Canada corporation, and you, your heirs, assigns, agents and contractors ("You") and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Nerve’s Shopping Cart Service ("Off2Shop") and represents the entire Agreement between You and Nerve. By using the Off2Shop services, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, and the Universal Terms of Service, along with any new, different or additional terms, conditions or policies which Nerve may establish from time to time. In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Nerve, whether or not the transactions were in Your behalf.

	1. FEES
As consideration for the Services purchased by You and provided to You by Nerve, You agree to pay Nerve a monthly fee. Your monthly billing date will be determined based on the day of the month You establish Your Off2Shop account with Nerve unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. Payment is to be made by You providing either a valid credit card, a company check or personal check. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your usage of the product or service, and any check that bounces will result in a $25 bounced check fee. If You purchase an automatically renewing service or product by personal check, it is Your responsibility to make payment arrangements for each renewal payment. Payments are non-refundable. If for any reason Nerve is unable to charge Your Payment Method with the full amount of the Service provided, or if Nerve is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Nerve may pursue all available remedies in order to obtain payment. In the event that You exceed the scope of the Services as set forth in Your Agreement, You shall pay Nerve for such additional service not within the scope of Your Agreement as specified. Nerve reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You.

	2. TERM, TERMINATION, MODIFICATIONS
Term The term of this Agreement shall commence on the date You purchase the Off2Shop Service, and will continue in full force and effect as long as Nerve is providing the Off2Shop Service to You. Termination You agree that You will be responsible for notifying Nerve should You desire to terminate Your use of Nerve 's Off2Shop Service. Notification of Your intent to terminate must be provided to Nerve no later than thirty (30) days prior to Your billing date. In the absence of notification from You, Nerve will automatically continue providing access to the Off2Shop Service indefinitely and will charge the Payment Method You have on file with Nerve, at Nerve's then current rates. Nerve reserves the right, in its sole discretion and without notice, at any time and for any reason, to suspend Your access to or use of Off2Shop. Modifications You agree that Nerve may modify this Agreement from time to time. Nerve may also discontinue the Services it provides under this Agreement. You agree to be bound by any changes Nerve may reasonably make to this Agreement when such changes become effective.

	3. THE SERVICE
With Off2Shop, Nerve will provide You with the ability to create, manage and maintain an online storefront provided, however, that You abide by the terms and conditions set forth herein and in each of Nerve's policies and procedures. Off2Shop allows You to: add, access, manage and maintain a catalog of products and/or services and present said catalog on the Internet through a compiled storefront rendered as a domain (web site) or sub-domain; engage in the selling of physical and downloadable goods over the Internet; arrange for the collection of payment related to applicable tax and shipping fees; collect credit card and personal information for the purpose of conducting transactions; perform order management and processing activities; and generate business reports related to storefront business activity Storefront Content You shall be solely responsible for providing, updating, uploading and maintaining Your storefront and any and all files, pages, data, works, information and/or materials on, within, displayed, linked or transmitted to, from or through Your storefront, including, without limitation, trade or service marks, images, photographs, illustrations, graphics, audio clips, video clips, email or other messages, meta tags, domain names, software and text. Your web site content shall also include any registered domain names provided by You or registered on behalf of You in connection with the Off2Shop. Availability of Services Subject to the terms and conditions of this Agreement, Nerve shall attempt to provide Off2Shop Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. You agree that from time to time, the Off2Shop Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which Nerve may undertake from time to time; or (iii) causes beyond the control of Nerve or which are not reasonably foreseeable by Nerve, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that Nerve has no control over the availability of Off2Shop Services on a continuous or uninterrupted basis. Unlimited Product Catalog You agree the performance of Your storefront may begin to slow at varying number of products depending on potential physical and practical constraints, including (but not limited to): system architecture, system capacity, system load, end-user internet connectivity and end-user computer configurations. You agree Nerve has no control over potential physical and practical constraints You may experience at an uncertain number of products in a category.

	4. YOUR OBLIGATIONS
By using the Off2Shop Service, You agree You are age 18 or over. The Off2Shop Service is available only to persons who can make legally binding contracts under applicable law. You agree You have provided accurate, current and complete information in the application process. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Nerve has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Nerve has the absolute right, in its sole discretion, to terminate its Off2Shop Services and close Your account. Intellectual Property Except as expressly stated elsewhere in this Agreement, this Agreement does not grant You any rights in Off2Shop and all rights are reserved by Nerve. You agree the Off2Shop Service, the names and logos of Nerve and all related product and service names, design marks and slogans, are the property of Nerve and its affiliates, and that You are not authorized to use any of them in any advertising, publicity, or other commercial venture without the prior written consent of Nerve. You are responsible for ensuring Your web site conforms to all local, state, federal, and international laws. Further, You are responsible for securing permission to use any copyrighted, trademarked or otherwise legally protected images, text, or other web site elements that are not provided by Nerve. You affirmatively acknowledge Nerve is relying on Your representation concerning Your proper use of all content on any web site You create or control. Moving Your web site from one hosting server or provider to another is Your responsibility. Nerve will not transfer or FTP Your Web site to another hosting provider. Nerve including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the Off2Shop Services and/or other products or services provided under this Agreement. Except as otherwise set forth herein, all right, title and interest in and to all: (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the Off2Shop Services identified herein ("Nerve’s Intellectual Property Rights") are owned by Nerve, its affiliates or its licensors, and you agree to make no claim of interest in or ownership of any such Nerve’s Intellectual Property Rights. You acknowledge that no title to the Nerve Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in Off2Shop's, its affiliates' or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by Nerve and its affiliates and all right, title and interest in and to each such Derivative Work shall automatically vest in Nerve and its affiliates. Off2Shop and its affiliates shall have no obligation to grant you any right in any such Derivative Work. Customer will retain all right, title and interest to the documents created by Customer using the Off2Shop Services, subject to any rights of Nerve and its affiliates to any Derivative Work or underlying documents, graphics, images, data or information. Trade mark and Copyright Legal Notices Nerve, Off2Shop, the Off2Shop logo, the Nerve logo, among others, are registered trademarks and/or registered service marks of Nerve Innovations Inc., or one of its affiliates. Other brands or product names are trademarks or service marks of their respective owners, should be treated as such, and may be registered in various jurisdictions. Privacy You agree to be bound by Nerve's Privacy Policy in its dealings with customers and others. Failure to comply with such Privacy Policy will be deemed a material breach of this Agreement. Product and Service Agreements You agree to enter into any Third Party User Agreements necessary before You may use any of the Payment, Shipping, Tax Calculations or other options associated with the Off2Shop. You further agree to enter into any Nerve and affiliate User Agreements required for the customization and operation of Your Off2Shop, including, but not limited to, agreements for domain registration, hosting, and products. End Customer Payment and Taxes You understand You are responsible for collecting, and managing all end customer payments. Similarly, You are responsible for the payment of all applicable state, federal or international taxes on products You sell using the Off2Shop. It is Your responsibility to read and agree to all End User License Agreements required for use of Your selected Payment Methods and Tax options. Nerve is not responsible for the accuracy of information obtained through the Payment Method and Tax options. You are responsible for any additional taxes and duties imposed on the transaction. You may be subject to foreign tax obligations by selling to buyers. You are solely responsible for complying with all domestic and foreign tax, shipping, and export laws with respect to the sale of Your items to purchasers internationally. Storage and Security At all times, You shall bear full risk of loss and damage to Your web site and all of Your web site content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the site or any of Your web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your web site content; (ii) maintain independent archival and backup copies of Your web site content; (iii) ensure the security, confidentiality and integrity of all Your web site content transmitted through or stored on Nerve's servers; and (iv) ensure the confidentiality of Your password. Nerve's servers and hosting services are not an archive and Nerve shall have no liability to You or any other person for loss, damage or destruction of any of Your content. If Your password is lost, stolen or otherwise compromised, You shall promptly notify Nerve, whereupon Nerve shall suspend access to Your web site by use of such password and issue a replacement password to You or Your authorized representative. Nerve will not be liable for any loss You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by Nerve or another party due to someone else using Your account or password. Server Resources If You are hosting Your web site on Nerve's servers, You are responsible for ensuring there is no excessive overloading on Nerve's servers. You may not use Nerve's servers and Your web site as a source, intermediary, reply to address, or destination address for mail bombs, Internet packet flooding, packet corruption, denial of service, or other abusive activities. Server hacking or other perpetration of security breaches is prohibited and Nerve reserves the right to remove sites that contain information about hacking or links to such information. Use of Your web site as an anonymous gateway is prohibited. Nerve prohibits the use of software or scripts run on its servers that cause the server to load beyond a reasonable level, as determined by Nerve. You agree Nerve reserves the right to remove Your web site temporarily or permanently from its hosting servers if Nerve is the recipient of activities that threaten the stability of its network.

	5. NERVE'S RIGHTS
Nerve explicitly reserves the right and sole discretion to: modify its pricing through email or telephone notification; terminate Your Off2Shop Service for unsolicited, commercial e-mailing (i.e., spam, sending email to subscribers who have not "opted-in"); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; non-payment of Off2Shop fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass Nerve, it’s employees or it’s third parties; activities prohibited by the laws of the Canada and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that Nerve determines to be harmful to its other customers, operations, or reputation; terminate Your Off2Shop Service if Your use of the Service results in, or is the subject of, legal action or threatened legal action, against Nerve or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit; and If Nerve terminates Your Service, it may, at its own option, remove and destroy data and files stored by You on its servers. Nerve has no obligation to monitor Your Off2Shop Service, but reserves the right in its sole discretion to do so.

	6. NO SOLICITATION
You acknowledge and agree that the employees and consultants of Nerve are a valuable asset to Nerve and difficult to replace. Accordingly, Customer agrees that, during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, You will not solicit or attempt to solicit any employee or consultant of Nerve.

	7. PUBLIC ANNOUNCEMENTS
You grant Off2Shopthe right to use Your name in press releases, product brochures and financial reports indicating that you are a customer of Off2Shop.