Merchant Agreement

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This Merchant Agreement is entered into by and between Creative Theme Wedding Ideas and Merchant, a retailer doing business. The parties shall be referred to collectively as the “Parties.” Merchant wishes to offer its products or services for sale through vouchers (the “Voucher(s)”) which can be redeemed for Merchant’s goods and/or services at a discount, which are offered to the public for purchase exclusively at www.creative-theme-wedding-ideas.com (the “Website”) and are activated (“Activated”) only upon paying a deal access fee submitted to the purchaser via a downloadable voucher.

Creative-Theme-Wedding- Ideas.com wishes to sell Merchant’s Voucher to the purchasers at this Website, the Merchant being the seller of the goods and the services, Creative-Theme-Wedding- Ideas.com being the seller of the intangible rights contained in the Merchant’s Voucher. Therefore, in consideration of the mutual covenants of the Parties and other valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

1. Voucher Program.

1.1 Voucher Sale. Merchant authorizes Creative-Theme-Wedding- Ideas.com to offer, sell and distribute the Voucher, in accordance with this Agreement.. Merchant acknowledges that Creative-Theme-Wedding- Ideas.com may terminate the publication or promotion of the Voucher at any time.

1.2 Voucher Publication and Delivery. Vouchers shall be published on the Website in accordance with the Terms. The last date on which Creative-Theme-Wedding- Ideas.com publishes the Voucher and offers it to its users shall be considered the Run Date. The Voucher shall be activated, which means capable of being used for purchases with the Merchant in accordance with the terms of the Voucher.

Once a Voucher is Activated and delivered to the purchaser, Merchant shall be solely responsible for all customer service in connection with the Voucher and for supplying all goods and services specified in the Voucher.

Creative-Theme-Wedding- Ideas.com further reserves the continuing right, but shall not be obligated, to reject, revise, or discontinue publishing any Voucher and to require Merchant to edit or modify the same for any reason, including, without limitation, to conform the Voucher to Creative-Theme-Wedding- Ideas.com specifications or applicable Laws.

1.3 Payment. Creative-Theme-Wedding- Ideas.com is not responsible for any payments to be made to the merchant. Merchant should receive payment for the services directly from the purchaser.

1.4 License. Merchant grants to Creative-Theme-Wedding- Ideas.com a non-exclusive worldwide license and right to use, reproduce, display, distribute and transmit the Merchant’s name, logo and any trademarks (“Merchant Marks”) and any photographs, graphics, artwork, text and other content provided or specified by Merchant (“Content”) in connection with the marketing, promotion, sale or distribution of Vouchers, in any and all media or formats in which such Vouchers are marketed, promoted, transmitted, sold, or distributed, including but not limited to, on the Creative-Theme-Wedding- Ideas.com Website.

2. Term and Termination.

This Agreement shall continue in effect for the longer of one (1) year following the Effective Date or the last date when a customer of Creative-Theme-Wedding- Ideas.com redeems a Voucher offered by Merchant through Creative-Theme-Wedding- Ideas.com Creative-Theme-Wedding- Ideas.com may terminate this Agreement at any time for any reason by giving the Merchant written notice of such termination.

The expiration of the Term shall not in any way affect the purchaser’s usage of the Voucher, or Merchant’s obligation for redemption of the Voucher. Upon execution of the Agreement, Merchant agrees that Merchant will not promote an online offer with respect to the products or services described in the Terms of similar or greater value for a period up to 60 days from the Effective Date, plus a minimum of 60 days following the Merchant’s date of feature on the Creative-Theme-Wedding- Ideas.com.

Creative-Theme-Wedding- Ideas.com reserves the right to deactivate all links pertaining this promotion (a) once the deal is no longer for sale, (b)once the voucher dates have expired, (c) or once there is breach of the terms in this agreement; whichever takes place first.

3. Merchant Representations and Warranties, and Indemnification.

3.1 Merchant represents and warrants throughout the Term that: (a) Merchant has the right, power and authority to enter into this Agreement; (b) Merchant is registered for sales and use tax collection purposes in all states in which Merchant’s goods and services will be provided pursuant to the terms and presentation of the Voucher; (c) the Voucher, upon being Activated and delivered by Creative-Theme-Wedding- Ideas.com shall be available immediately for redemption by the purchaser; (d) the terms and conditions of the Voucher, including any discounts or goods and services offered thereunder, comply with all, and do not and will not violate any, local, state or federal law, statute, rule, regulation, or order (“Laws”), including but not limited to, any Laws governing vouchers, gift cards, coupons, and/or gift certificates; (e) Merchant owns all right, title and interest in the Marks and Content and has the right to grant the licenses in the Marks and Content stated in this Agreement; (f) the Vouchers and any advertising or promotion of Merchant’s products and services relating thereto will not constitute false, deceptive or unfair advertising or disparagement under any applicable Laws; and (g) the Marks and the Content do not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party or any Laws.

3.2 Merchant agrees to defend, indemnify and hold Creative-Theme-Wedding- Ideas.com, its affiliated and related entitites, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following: (a) any breach or alleged breach by Merchant of this Agreement or the representations and warranties stated in Section 3.1; (b) any claim for state sales or use tax obligations (“Taxes”) arising from the sale and subsequent redemption of a Voucher; (c) any claim by any local, state or federal governmental entity for unredeemed Vouchers or unredeemed cash values of Vouchers or any other amounts under any applicable abandoned or unclaimed property or escheat law, including but not limited to any claims for penalties and interest (“Abandoned Property Claims”); or (d) any claim arising out of or relating to the products and services provided by Merchant, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages. Without limiting the foregoing, Merchant shall pay any monies owed to any party, as well as all attorneys fees, related to action against, or determinations against, Creative-Theme-Wedding- Ideas.com related to any such action to pursue Creative-Theme-Wedding- Ideas.com for Taxes or Abandoned Property Claims.

4. Compliance with Gift Card, Gift Certificate and Abandoned Property Laws.

Merchant further agrees to comply with the Voucher terms and conditions as set forth on the Website, and to ensure that the Vouchers comply with any and all Laws that govern vouchers, gift cards, coupons, and/or gift certificates

5. Confidentiality and Intellectual Property Rights.

5.1 The terms of this Agreement are confidential, and Merchant agrees to not disclose the terms described herein to any party (other than their employees, parent companies, and shareholders on a need-to-know basis only after each has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such individuals).

The terms contained herein are confidential between Creative-Theme-Wedding- Ideas.com and Merchant and not known to the general public outside of this Agreement, thus any breach of this confidentiality provision by Merchant shall be considered a material breach of this Agreement.

6. Other.

The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.

Creative-Theme-Wedding- Ideas.com may modify this Agreement from time to time and such modification shall be effective upon the earlier of: (a) fifteen (15) days after Creative-Theme-Wedding- Ideas.com has sent an e-mail containing a notification of such modifications and (b) the date after such notice that Merchant submits a new Deal proposal.

Merchant may not assign or transfer its rights or obligations under this Agreement, whether by operation of law or otherwise, without Creative-Theme-Wedding- Ideas.com prior written consent.

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Creative-Theme-Wedding- Ideas.com DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES OFFERED ON OR THROUGH THE WEBSITE SHALL BE UNINTERRUPTED OR ERROR-FREE, THAT THE VOUCHERS WILL BE ERROR-FREE OR THAT ANY ERRORS, OMISSIONS OR MISPLACEMENTS IN THE VOUCHER WILL BE CORRECTED, OR THAT VOUCHERS WILL RESULT IN ANY REVENUE OR PROFIT FOR MERCHANT.

Any claim arising out of or relating to any error or omission in a Voucher must be made within 120 days of first publication of the Voucher. Otherwise, the claim shall be deemed waived by Merchant.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the conflict of law principles thereof.

Creative-Theme-Wedding- Ideas.com and merchant will communicate by electronic means, therefore, this Agreement may be executed in one or more counterparts and each party consents to electronic message (e-mail or otherwise) as acceptable means to constitute a written acceptance of an authorized person for such party.

Each party represents and warrants that the person executing on behalf of such party has been duly authorized to execute this Agreement.

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