Vendor Terms

CODBEX – VENDOR TERMS

Last Revised: April 1, 2022

Please scroll down and read the following CODBEX – Vendor Terms (this “Agreement”) carefully. This Agreement constitutes a legally binding agreement between you (“you” or “your”) and CODBEX Ltd. (“CODBEX”). This Agreement, including the CODBEX Privacy Policy (the “Privacy Policy”) and eCommunications Policy incorporated into this Agreement by reference and any other applicable policies, procedures and guidelines, as updated from time to time, governs your use of the CODBEX application, website, and technology platform (collectively, the “CODBEX Platform”) and materials that accompany the CODBEX Platform (the “Materials”). If you are accessing and/or using the CODBEX Platform on behalf of your own business or a business with which you are otherwise affiliated or as a consultant or agent of an entity (either, “Your Company”), you represent and warrant that you have the authority to act on behalf of and bind Your Company to the terms of this Agreement, and all references in this Agreement to “you” or “your” shall also include Your Company.

By clicking “I Accept”, “I Agree” (or a similar expression of acceptance) or by attempting to access or use the CODBEX Platform or materials, YOU CERTIFY THAT (1) YOU ARE AT LEAST 18 YEARS OLD; (2) YOU HAVE THE LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND YOURSELF AND, IF APPLICABLE, YOUR COMPANY; (3) YOUR REGISTRATION, ACCESS AND USE OF THE CODBEX PLATFORM IS IN COMPLIANCE WITH ANY AND ALL APPLICABLE LAWS AND REGULATIONS; (4) YOU AUTHORIZE THE ELECTRONIC TRANSFER OF FUNDS TO YOUR ACCOUNT IN ACCORDANCE WITH SECTION 7 OF THIS AGREEMENT; (5) YOU ARE ENTERING INTO THIS AGREEMENT FOR BUSINESS PURPOSES AND WILL NOT USE THE CODBEX PLATFORM FOR CONSUMER OR HOUSEHOLD PURPOSES; AND (6) YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE POLICIES, PROCEDURES AND GUIDELINES. If you do not agree to the terms of this Agreement, do not click “I Accept”, and do not attempt to access or use the CODBEX Platform or the Materials.

IMPORTANT: PLEASE NOTE THAT, TO USE THE CODBEX PLATFORM OR MATERIALS, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH IN SECTION 25 BELOW CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH CODBEX ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION.

1. THE CODBEX PLATFORM.

The CODBEX Platform provides a marketplace where the following constituents can connect to negotiate and complete transactions: third-party vendors of certain products like you (“Vendors”); parties willing to sell Vendor-provided products (“Closers”); potential buyers of the Vendor-provided products (“Buyers”); and parties willing to refer potential Buyers to Vendors and/or Closers (“Referrers”). The CODBEX Platform is a platform. CODBEX is not involved in the actual transactions between Vendors, Buyers, Closers, and/or Referrers, except, in conjunction with a third-party payment processor, to facilitate payment. CODBEX makes the CODBEX Platform to enable potential Closers and Referrers to provide sales skills to Vendors, and to enable Vendors to determine the qualifications of potential Closers and/or Referrers to sell Vendor products. CODBEX has no control over and does not guarantee the truth or accuracy of user profiles, Closer and Vendor qualifications, or other content or listings on the CODBEX Platform; the ability to sell products to Buyers on the CODBEX Platform; the ability of Buyers to pay for products on the CODBEX Platform; the ability of Closers or Referrers to perform or comply with your requirements; or that a Buyer will actually complete a transaction.

2. REGISTRATION.

2.1. ACCOUNT; PROFILE.

To access some features of the CODBEX Platform you must create an account and complete a user profile. You agree to provide true, accurate, and complete information in connection with the creation of your account and user profile. As part of the functionality of the CODBEX Platform, you may be able to create your account or login to your account through online accounts you may have with third parties including, without limitation, social network accounts (each such account, an “SSO Account”) by either providing your SSO Account login information through the CODBEX Platform or allowing CODBEX to access your SSO Account.

2.2. USERNAME AND PASSWORD.

When you create an account on the CODBEX Platform, you will be asked to choose a username and password. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, you must immediately notify CODBEX by sending an email to: office@codbex.com.

2.3. ELIGIBILITY FOR PARTICIPATION.

By entering into this Agreement, you acknowledge and agree that your eligibility to use CODBEX Platform will be conditioned on your provision, and CODBEX’s verification, of information you provide about yourself including Your Information (as defined below). You authorize CODBEX to, directly or through third parties, make any inquiries or take any actions CODBEX considers necessary to verify your identity, determine your continued eligibility to use the CODBEX Platform, and verify information that you have provided through the CODBEX Platform. You specifically authorize CODBEX to obtain financial and credit information about you for the purposes of determining credit risk. You acknowledge and agree that CODBEX reserves the right, at any time, to deactivate your CODBEX Platform account or profile, or to otherwise restrict you from accessing or using the CODBEX Platform if in the reasonable discretion of CODBEX, you have provided incorrect or incomplete profile information, or CODBEX discovers negative credit information. Without limiting the foregoing, if CODBEX is unsuccessful in verifying your identity or determining that you are eligible to use CODBEX Platform, CODBEX may, at its option, terminate this Agreement with immediate notice to you. By entering into this Agreement, and each time you access or use the CODBEX Platform or the Materials, you represent that you are not: (a) located in a geographic area in which access to or use of the CODBEX Platform is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) located in, a geographic area that is subject to United States, international, or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your circumstances change such that the above representations are no longer accurate, that you will immediately cease accessing the CODBEX Platform and using the Materials.

2.4. ELECTRONIC NOTICES.

Notwithstanding any provision of this Agreement to the contrary, you agree that CODBEX and CODBEX’s third-party payment processor may provide you any Communications electronically as described in the Electronic Communications Delivery Policy ( the “eCOMMUNICATIONS POLICY”). “Communications” means information or notices about the CODBEX Platform including: updates to this Agreement or the Materials; annual disclosures; any CODBEX Platform account information including your account statements and history; transaction information, including transaction receipts and confirmations; and any federal and state tax statements CODBEX is required to make available to you. Any electronic Communications will be considered to be received by you within 24 hours after the time CODBEX posts it through the CODBEX Platform or emails it to you. Any Communications sent to you by postal mail will be considered to be received by you 3 Business Days after CODBEX sends such Communications.

2.5. YOUR CONTENT.

You consent to CODBEX’s use of any information you provide, publish or post to or through the CODBEX Platform (collectively, “Your Information”). By granting CODBEX access to any SSO Account, you understand that CODBEX may access, store, and make available on the CODBEX Platform, any content that you have provided to, or stored in, your SSO Account including without limitation any friend, connection, mutual friend, mutual connection, contacts or following/followed lists (the “SSO Content”) so that it is available on and through the CODBEX Platform to CODBEX and/or other users of the CODBEX Platform. The SSO Content constitutes part of “Your Information” for the purposes of this Agreement. Depending on the privacy settings that you have set in such SSO Accounts, personally identifiable information that you post to your SSO Accounts may be available on and through the CODBEX Platform. You acknowledge and agree to update Your Information to maintain its truthfulness, accuracy, and completeness. You agree that you will not create more than one profile or account and you agree not to ask or allow another person to create a profile or account on your behalf, for your use, or for your benefit. You will provide content, data and information including, without limitation, Your Information through the CODBEX Platform (“Your Content”) which will include your profile which will be shown to other users, information regarding the products or services that you are selling, and other information to be shown to potential Buyers, Referrers and Closers and other Vendors. You represent that Your Content will be truthful, accurate, and complete. By providing Your Content, you grant CODBEX a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Your Content, in connection with the CODBEX Platform and to sublicense the foregoing rights to CODBEX’s affiliates and operators of any website or other online point of presence through which the CODBEX Platform is syndicated, offered, merchandised, advertised or described. Nothing in this Agreement will prevent or impair CODBEX’s right to use, without your consent, Your Content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights in and to Your Content, and that the use of Your Content by CODBEX and its affiliates, Closers, and Referrers will not infringe upon or violate the rights of any third party. You are solely responsible for Your Content and for the maintenance of Your Content. You shall ensure that Your Content is free of all viruses, Trojan horses, and malicious code which could harm the systems or software used by CODBEX or its subcontractors to provide the CODBEX Platform. Your Content shall be lawful, and may not be in any way offensive, distasteful, discriminatory, obscene, threatening, defamatory, seditious, pornographic, abusive, liable to incite racial hatred, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience. Your Content may not constitute or encourage conduct that would be considered a criminal offense, or give rise to civil or criminal liability. For avoidance of doubt, “Your Content” shall include content owned by Your Company and your representations and your representations with respect to Your Company’s content shall be deemed to be made on behalf of Your Company.

2.6. RATINGS.

You acknowledge and agree that: (a) Closers, Referrers, and Buyers may be prompted, through the CODBEX Platform or otherwise, to provide a rating of Your Company and/or Your Company’s products and, optionally, to provide comments or feedback about Your Company and their interactions with Your Company; and (b) you may be prompted, through the CODBEX Platform or otherwise, to provide a rating of Closers and Referrers, and, optionally, to provide comments or feedback about Your Company’s interactions with Closers and Referrers. You agree to provide your ratings and feedback in good faith. CODBEX reserves the right to use, share and display ratings, comments and feedback you provide, and ratings, comments, and feedback provided about Your Company, in any manner in connection with the business of CODBEX or its affiliates with or without attribution to, or approval from, you. You acknowledge and agree that CODBEX and its affiliates are distributors (without any obligation to verify) and not publishers of ratings, comments and feedback you provide, or ratings, comments and feedback provided about you or Your Company, provided that CODBEX and its affiliates reserve the right to edit or remove comments in the event that such comments: include obscenities or other objectionable content; include an individual’s name or other personal information; or violate any privacy laws, other applicable laws or regulations, or CODBEX’s or its affiliates’ content policies.

3. CREDENTIALING OF CLOSERS AND REFERRERS.

Part of Your Content may be the information necessary to inform Closers and Referrers about your products. The Closers will sell your products, and you agree to provide sufficient information to educate the Closers in the format requested. You are responsible for providing the Closers and Referrers full information about your products to allow the sale of your products to be properly conducted.

4. SALE OF PRODUCTS.

4.1. LISTINGS AND MANNER OF SALE.

You are obligated to fully describe your products and include any warranties with respect to such items. You are obligated to sell your products at the listed price to Buyers who meet your terms. By listing an item, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. By entering into this Agreement and posting a listing for sale, you agree to complete the transaction as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable. Listings that violate this Agreement or a CODBEX policy may be deleted in CODBEX’s discretion. You are obligated to transfer legal ownership (or binding licenses) of the products to the Buyer in accordance with your terms of sale (the “Vendor Terms”). CODBEX reserves the right, in its sole discretion, to determine which products may be listed on the CODBEX Platform. You may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; (c) is counterfeited, illegal, stolen, or fraudulent; or (d) is a prohibited item as defined in CODBEX’s policies, procedures and guidelines, or otherwise prohibited by law. It is solely your responsibility to accurately describe the items for sale.

4.2. SELLER TAXES.

You agree that it is your sole responsibility to determine whether Seller Taxes apply to your sale of products, and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that CODBEX is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction, except to the extent CODBEX expressly agrees in writing to receive taxes or other transaction-based charges in connection with tax calculation services made available by CODBEX and used by Seller. “Seller Taxes” means any and all sales, products, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the CODBEX Platform, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

4.3. RETURNS AND REFUNDS.

You are required to include a refund policy with respect to all of your products as part of the Vendor Terms, and to make such policy available through the CODBEX Platform to Buyers, Closers, and Referrers. Your refund policy must comply with all applicable laws. You will accept and process returns, refunds and adjustments in accordance with this Agreement and the applicable Vendor Terms. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Buyers in connection with your transactions, using functionality through the CODBEX Platform. You will provide any such payments to the Buyers (which shall generally be in the same payment form originally used to purchase your product). You will promptly provide refunds and adjustments that you are obligated to provide under the Vendor Terms and as required by law, and in no case later than thirty (30) days after the obligation arises.

4.4. VENDOR TERMS.

You will establish the pricing, license rights and all other terms governing your products including any and all legally required customer disclosures as part of the Vendor Terms. You will provide CODBEX with the Vendor Terms for posting on the CODBEX Platform. You agree that CODBEX is not a party to the Vendor Terms. The Vendor Terms must be consistent with this Agreement. You will be the merchant of record for your products. CODBEX is not responsible for any obligation under the Vendor Terms or for any dispute between you and a Buyer, Referrer, or Closer.

5. SALES; SALES FEES AND REFERRAL FEES.

5.1. PLATFORM SALES.

With respect to sales that are completed on the CODBEX Platform (each, a “Platform Sale”), a sales fee (“Sales Fee”) will be payable by you for Platform Sales as described herein. A Platform Sale is completed when a Buyer uses the CODBEX Platform to purchase goods or services via the CODBEX Platform. A Sales Fee will be generally payable to a Closer for each Sale that is: (a) completed on the CODBEX Platform, (b) indeed closed by such Closer in accordance with (i) the Participation Agreement and (ii) your specific terms and conditions (if any) for closing the Sale set forth by you on the product page, and (c) associated with a Closer’s profile. A “Referral Fee” will generally be payable to a Referrer for each Platform Sale that is completed on the CODBEX Platform, that is indeed referred by such Referrer in accordance with the terms set forth by you on the product page, and that is associated with a Referrer’s profile.

5.2. OFF-PLATFORM SALES.

You may also use the CODBEX Platform to offer a Referral Fee in connection with sales not completed on the CODBEX Platform (each, an “Off-Platform Sale”). In connection with any Off-Platform Sales referred through the CODBEX Platform, you agree: (1) to provide accurate, timely updates on the status of any referral made to you through the CODBEX Platform (e.g., through an automated report from your CRM system with the status of each opportunity) so that you may be invoiced for the applicable Referral Fee and Platform Fee (as defined below); and (2) to timely pay, after receipt of invoice from CODBEX, the Referral Fee in connection with any Off-Platform Sales and applicable Platform Fee through the CODBEX Platform.

5.3. SALES FEES AND REFERRAL FEES.

Payments of Sales Fees and Referral Fees, as applicable, will be made in accordance with Section 7. The Sales Fees and Referral Fees payable for each product, if any, may vary and you are responsible for determining the Sales Fees and Referral Fees payable for each product and entering such information accurately on the CODBEX Platform. The Sales Fee and/or Referral Fee payable in connection with a product listed on the CODBEX Platform will be the rate displayed via the CODBEX Platform at the time the Buyer completes the sale. You authorize and direct all such Sales Fees and Referral Fees associated with any Platform Sale to be paid out of the Sale Proceeds (as defined below) in accordance with Section 7.

6. PLATFORM FEES.

In the course of listing each product on the CODBEX Platform, you will be presented with the fee(s) payable to CODBEX, and the associated payment terms, for Platform Sales and/or Off-Platform Sales of such product (each, a “Platform Fee”). You will have an opportunity to consent to the applicable Platform Fee(s), through the CODBEX Platform, before each product listing is finalized. You acknowledge and agree that you are responsible for the applicable Platform Fee(s) for each product you list on the CODBEX Platform. Platform Fees are payable in U.S. dollars unless stated otherwise. The Platform Fee(s) are subject to change and may vary in the future. With respect to Platform Sales, you authorize and direct the applicable Platform Fee(s) to be paid out of the Sale Proceeds (as defined below) in accordance with Section 7. With respect to Off-Platform Sales, you agree to timely pay all Platform Fee(s) in accordance with the payment terms displayed on the CODBEX Platform.

7. PAYMENTS.

By registering for, accessing or using the CODBEX Platform, you authorize CODBEX’s third-party payments processor to act as your agent for the purposes of processing payments, refunds and adjustments for your Platform Sales; receiving and holding Sales Proceeds (as defined below) and on your behalf; remitting the Sales Proceeds, less any applicable Referral Fees, Sales Fees, and Platform Fees, to your bank account; and paying CODBEX and its affiliates, Closers and/or Referrers amounts you owe in accordance with this Agreement or other agreements you may have with CODBEX or its affiliates (collectively, the “Transaction Processing Service”). “Sales Proceeds” means the gross proceeds from any of your Platform Sales, including all shipping and handling and other charges, but excluding any taxes separately stated and charged. It is your responsibility to ensure that your bank account information associated with your account and profile is correct and up-to-date. You acknowledge and agree that amounts payable to you shall not include any interest and will be net of any amounts required to be withheld by law. If CODBEX or the third-party payments processor believes that you have attempted to use the CODBEX Platform to defraud or abuse CODBEX or any other party or otherwise violate the terms of this Agreement, you agree that the third-party payments processor may withhold all or a portion of the Sales Proceeds. You agree that Buyers satisfy their obligations to you for Your Transactions when CODBEX’s third-party payments processor receives the Sales Proceeds. CODBEX is not responsible for the actions of CODBEX’s third-party payments processor, any Referrer, Closer or Buyer. You may provide refunds or adjustments to Buyers for Your Transactions using functionality enabled for your account on the CODBEX Platform. This functionality may be modified or discontinued at any time without notice and is subject to the limitations of the third-party payment processor and the terms of this Agreement. As a security measure, CODBEX or the payment processor may, but shall not be required to, impose transaction limits on some or all Buyers and you relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. If CODBEX or the third-party payment processor reasonably concludes based on information available to CODBEX that actions and/or performance in connection with the CODBEX Platform may result in disputes, credit card chargebacks or other claims, then the processor may delay initiating any remittances and withhold any payments to be made or that are otherwise due in connection with the CODBEX Platform or this Agreement until the completion of any investigation(s) regarding any actions and/or performance in connection with this Agreement. CODBEX and the payment processor will not be liable for acting or not acting in accordance with the provisions of this Section. You bear all risks of loss or fraud that occur in connection with Your Transactions. You authorize the third-party payments processor to obtain reimbursement of any amounts owed by you to CODBEX or any Closer, Referrer, or Buyer by making deductions from payments due to you, charging your credit card, or debiting your bank account. You authorize CODBEX’s third-party payments processor to use any or all of the foregoing methods to seek reimbursement on behalf of itself and/or CODBEX.

8. APPLICABLE POLICIES, PROCEDURES AND GUIDELINES.

You agree to abide by the CODBEX policies, procedures and guidelines posted as part of the CODBEX Platform, which are incorporated by reference into, and made part of, this Agreement. The policies, procedures and guidelines include acceptable conduct and prohibited practices. CODBEX may change these policies, procedures and guidelines in the future, and such changes will be effective immediately upon posting without notice to you.

9. MODIFICATION TO THIS AGREEMENT.

CODBEX reserves the right to modify the terms and conditions of this Agreement at any time, effective as follows: if CODBEX reasonably believes the terms are beneficial to Vendor, such changes shall be effective upon posting the amended terms through the CODBEX Platform. For all other changes which may negatively affect your legitimate business interests, CODBEX shall notify you of such changes and you are entitled to terminate the Agreement with effect at the expiration of sixty (60) days by providing written notice to CODBEX. If you do not terminate within such period, the changes are deemed to be accepted. Continued access or use of the CODBEX Platform or the Materials after any such changes shall constitute your consent to such changes. If you do not agree to any such changes you may not use or access the CODBEX Platform or the Materials.

10. PROPRIETARY RIGHTS AND LICENSE.

All intellectual property rights in the CODBEX Platform shall be owned by CODBEX and/or its affiliates absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the CODBEX Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information related to the CODBEX Platform (“Submissions”) provided by you to CODBEX are non-confidential and shall become the sole property of CODBEX. CODBEX shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

CODBEX and other CODBEX logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of CODBEX in the United States and/or other countries (collectively, the “CODBEX Marks”). CODBEX and/or its affiliate grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the CODBEX Marks solely in connection with providing products through the CODBEX Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without CODBEX’s prior written permission, which it may withhold in its sole discretion. The CODBEX Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that CODBEX is the owner and licensor of the CODBEX Marks, and that your use of the CODBEX Marks will confer no additional interest in or ownership of the CODBEX Marks in you but rather inures to the benefit of CODBEX.

You agree that you will not:

1. create any materials that incorporate the CODBEX Marks or any derivatives of the CODBEX Marks other than as expressly approved by CODBEX in writing;
2. use the CODBEX Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the CODBEX Marks other than in accordance with the terms, conditions and restrictions herein;
3. take any other action that would jeopardize or impair CODBEX’s rights as owner of the CODBEX Marks or the legality and/or enforceability of the CODBEX Marks, including, without limitation, challenging or opposing CODBEX’s ownership in the CODBEX Marks;
4. apply for trademark registration or renewal of trademark registration of any of the CODBEX Marks, any derivative of the CODBEX Marks, any combination of the CODBEX Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the CODBEX Marks; or
5. use the CODBEX Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in CODBEX’s sole discretion. If you create any materials bearing the CODBEX Marks (in violation of this Agreement or otherwise), you agree that upon their creation CODBEX exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the CODBEX Marks or derivative works based on the CODBEX Marks. You further agree to assign any interest or right you may have in such materials to CODBEX, and to provide information and execute any documents as reasonably requested by CODBEX to enable CODBEX to formalize such assignment.

11. CONFIDENTIAL INFORMATION.

If you have an existing confidentiality agreement with CODBEX, then that agreement will apply to the exchange of Confidential Information under this Agreement. If not, then during the term of this Agreement and for five (5) years thereafter, the recipient of Confidential Information under this Agreement will hold in confidence, and will not use or disclose any of the other party’s Confidential Information to a third party, except contractors who are performing on the receiving party’s behalf and only subject to confidentiality terms at least as protective as this section. “Confidential Information” means all information that a party designates as confidential, or a reasonable person knows or reasonably should understand to be confidential. Confidential Information does not include information that is or becomes known to the receiving party without a breach of this agreement or any other confidentiality obligation owed to a disclosing party. This section does not prohibit either party from responding to lawful requests from law enforcement authorities.

12. THIRD PARTY CONTENT.

The CODBEX Platform includes Your Content, and content provided by other third parties including other users of the CODBEX Platform (“Content”) for use in conjunction with the CODBEX Platform. THIS CONTENT IS PROVIDED “AS IS”, AND CODBEX MAKES NO WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH CONTENT. You use such Content at your own risk, and CODBEX shall have no liability to you or any third party based on your use of or reliance on such content. The CODBEX Platform may contain links to external websites (including embedded widgets or other means of access) and information provided on such external websites by CODBEX partners and third-party service providers. CODBEX shall not be responsible for the contents of any linked websites, or any changes or updates to such sites. You further agree that CODBEX shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content, goods or services made available on the CODBEX Platform by another user or through any linked websites. Any article, information, data, code, text, software, documentation, graphics, image, marketing material, video, photograph, message, or posting to any forum, wiki, or blog in the CODBEX Platform, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the content.

13. RESERVATION OF RIGHTS.

CODBEX retains the right to determine the content, appearance, design, functionality and all other aspects of the CODBEX Platform (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the CODBEX Platform and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in CODBEX’s sole discretion. CODBEX and/or the third-party payments processor may, in its sole discretion, withhold for investigation, refuse to process, and/or cancel any of your transactions. You will stop and/or cancel orders of your products if CODBEX requests you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Agreement) that has been charged for an order that CODBEX stops or cancels.

14. NON-CIRCUMVENTION.

You agree to use the CODBEX Platform as your exclusive method for payment of all Sales Fees, Referral Fees, and any other payments in connection with products offered on, or services provided by or to any parties introduced to you via the CODBEX Platform. You may opt-out of this obligation with respect to a relationship with a specific Closer, Referrer, or Buyer only if you pay CODBEX an opt-out fee of $5000. You agree to notify CODBEX immediately if another person suggests making or receiving payments outside of the CODBEX Platform. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to CODBEX by sending an email message to: office@codbex.com.

15. PRIVACY OF OTHERS.

You may have the ability to access, monitor, use, or disclose content, data and materials about Buyers, Referrers, or Closers through the CODBEX Platform. You agree to maintain the confidentiality of, and protect the privacy and legal rights of such users in accordance with all applicable laws and regulations. You may not disclose, sell, rent, or distribute a user’s information to a third party for purposes unrelated to using the CODBEX Platform. Additionally, you may not use any such information for marketing purposes, via electronic or other means, unless you obtain the consent of the specific user to do so.

16. RESTRICTIONS.

This license may not be transferred by you. You shall not sublicense, license, sell, lease, rent, outsource or otherwise make the CODBEX Platform available to third parties. You shall be responsible for the acts and omissions of anyone accessing the CODBEX Platform with your access credentials as if they were your acts and omissions. You may not access or use the CODBEX Platform if you are a competitor of CODBEX and you may not access or use the CODBEX Platform in order to develop a competing product or service.

17. ACCEPTABLE USE.

When using the CODBEX Platform, you shall not, and you shall ensure that any other user accessing the CODBEX Platform under your account does not: (a) translate, decompile, reverse engineer or otherwise modify any parts of the CODBEX Platform; (b) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another´s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; (c) infringe the intellectual property rights of any entity; (d) interfere with or disrupt the CODBEX software or CODBEX systems used to host the CODBEX Platform, or other equipment or networks connected to the CODBEX Platform; (e) use the CODBEX Platform in the operation of a service bureau, outsourcing or time­sharing service; (f) provide, or make available, any links, hypertext (Universal Resource Locator (URL) address) or other similar item (other than a “bookmark” from a web browser), to the CODBEX Platform, or any part thereof; (g) circumvent the user authentication or security of the CODBEX Platform or any host, network, or account related thereto; or (h) use any application programming interface to access the CODBEX Platform other than those made available by CODBEX.

18. COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT.

CODBEX respects the intellectual property of others, and expects you and other users of the CODBEX Platform to do the same. If you believe that any materials on the CODBEX Platform infringe upon your copyrights, please provide CODBEX’s Copyright Agent the following information:

1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
2. a description of the copyrighted work that you claim has been infringed or material which otherwise violates your rights;
3. a description of where the material that you claim is infringing/violating is located on the CODBEX Platform;
4. your address, telephone number, and e­mail address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

19. COMPLIANCE WITH LAWS; FRAUD.

The CODBEX Platform may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant’s password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and CODBEX is permitted to cooperate to ensure that violators are prosecuted to the fullest extent of the law. CODBEX has the right, but not the obligation, to monitor any activity and content associated with the CODBEX Platform and investigate as CODBEX deems appropriate. CODBEX also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. CODBEX reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable. CODBEX reserves the right to report any activity that CODBEX suspects may violate any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect CODBEX’s systems and customers, or to ensure the integrity and operation of CODBEX’s business and systems, CODBEX may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

20. PERSONNEL PARTICIPATION.

Employees of CODBEX and its affiliates may, at CODBEX’s discretion, be permitted to participate in their personal capacity (i.e., not as CODBEX employees, representatives, or agents of CODBEX or its affiliates) in the transactions conducted through the CODBEX Platform. Employees of CODBEX and its affiliates, when participating in any transaction in their personal capacity, are subject to this Agreement and the same procedures and guidelines as any third party using the CODBEX Platform.

21. PRIVACY; USE OF CODBEX TRANSACTION INFORMATION.

Read the Privacy Policy, which is set forth at CODBEX Privacy Policy and incorporated as part of this Agreement. The Privacy Policy may be changed by CODBEX and its affiliates in the future. You should check the Privacy Policy frequently for changes. CODBEX and its affiliates may communicate with you in connection with your listings, sales, and the CODBEX Platform, electronically and in other media, and you consent to such communications regardless of any “Customer Communication Preferences” (or similar preferences or requests) you may have indicated through the CODBEX Platform or by any other means. When you use the CODBEX Platform, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from CODBEX or its affiliates (or otherwise) as a result of the Agreement, the transactions contemplated hereby or the parties’ performance hereunder (collectively, “CODBEX Transaction Information”), except you may disclose this information as necessary for you to perform your obligations under this Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information. These terms do not prevent you from using other information that you obtain separately from the CODBEX Transaction Information, even if such information is identical to CODBEX Transaction Information, provided that you do not target communications on the basis of the intended recipient being a user of the CODBEX Platform.

22. NO WARRANTIES.

THE CODBEX PLATFORM AND THE MATERIALS ARE PROVIDED ON AN “AS IS” BASIS. CODBEX MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

THE CODBEX PLATFORM AND THE MATERIALS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY, ESCROW, TRAINING, MAINTENANCE, OR SERVICE OBLIGATIONS WHATSOEVER. CODBEX DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND CONDITIONS OF MERCHANTABLE QUALITY, WHETHER ARISING BY STATUTE OR IN LAW OR AS A RESULT OF A COURSE OF DEALING OR USAGE OF TRADE.

23. GENERAL RELEASE.

BECAUSE CODBEX IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS, YOU, REFERRERS AND/OR CLOSERS OR OTHER PARTICIPANT DEALINGS EXCEPT AS DESCRIBED HEREIN, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE CODBEX (AND THEIR RESPECTIVE AGENTS, OFFICERS, REPRESENTATIVES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

24. INDEMNITY/LIMITATION OF LIABILITY.

24.1. INDEMNITY AND DEFENSE.

You will defend, indemnify and hold harmless CODBEX and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes; (iii) your, your agents or representatives, or Your Company’s negligence or willful misconduct; (iv) any alleged employment or agency relationship between you or CODBEX and any Closer or Referrer, including any claim that you or CODBEX violated any employment laws, including, but not limited to, those relating to worker classification, overtime, and meal and rest breaks; or (v) any obligation by you or CODBEX to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with any payment made to a Closer or Referrer. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (including a government entity).

24.2. NO INDIRECT DAMAGES.

IN NO EVENT SHALL CODBEX OR ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CODBEX PLATFORM, THE MATERIALS, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE CODBEX PLATFORM OR THE TRANSACTION PROCESSING SERVICE, ANY ALLEGED EMPLOYMENT OR AGENCY RELATIONSHIP BETWEEN YOU OR CODBEX AND ANY CLOSER OR REFERRER OR ALLEGED WORKER MISCLASSIFICATION OF ANY CLOSER OR REFERRER BY YOU OR CODBEX, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE CODBEX PLATFORM.

24.3. LIMITATION OF LIABILITY.

IN NO EVENT SHALL CODBEX OR ITS AFFILIATES (AND THEIR RESPECTIVE EMPLOYEES, DIRECTORS, AGENTS AND REPRESENTATIVES) BE LIABLE TO YOU, YOUR COMPANY OR TO ANY THIRD PARTY FOR ANY DAMAGES IN AN AGGREGATE AMOUNT IN EXCESS OF $500 ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CODBEX PLATFORM, THE MATERIALS, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE CODBEX PLATFORM OR THE TRANSACTION PROCESSING SERVICE, ANY ALLEGED EMPLOYMENT OR AGENCY RELATIONSHIP BETWEEN YOU OR CODBEX AND ANY CLOSER OR REFERRER OR ALLEGED WORKER MISCLASSIFICATION OF ANY CLOSER OR REFERRER BY YOU OR CODBEX, OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE CODBEX PLATFORM.

25. APPLICABLE LAW.

The laws of the state of New York govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Agreement or your use of the CODBEX Platform will be resolved by binding arbitration as described in Section 26 , rather than in court, except as described in Section 26.3.

26. DISPUTE RESOLUTION AND ARBITRATION.

26.1. DISPUTES.

CODBEX is not a party to, has no involvement or interest in, makes no representations or warranties as to, and has no responsibility or liability with respect to any communications, transactions, interactions, disputes or any relations whatsoever between you and any Vendor, Buyer, Closer, Referrer, or other third party. Disputes between you and CODBEX are subject to this Section 26. Because CODBEX is not the agent of you and is not the agent of any Buyer, Closer or Referrer for any purpose, CODBEX will not act as any participant’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. CODBEX urges users of the CODBEX Platform to cooperate with each other to resolve such disputes.

26.2. DISPUTE RESOLUTION.

In the interest of resolving disputes between you and CODBEX in the most expedient and cost effective manner, you and CODBEX agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement.

YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CODBEX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE CODBEX PLATFORM.

26.3. EXCEPTIONS.

Notwithstanding the provisions of Section 26.2, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either you or CODBEX to:

1. bring an individual action in small claims court in New York County, New York; or
2. seek injunctive relief in a court of law of competent jurisdiction State of New York to address an intellectual property infringement claim.

26.4. ARBITRATOR; LOCATION OF PROCEEDINGS.

Any arbitration under this Agreement will be governed by the Commercial Dispute Resolution Procedures (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. Any arbitration hearing will take place at a location to be agreed upon in New York, New York, but if the claim is for $1,000 or less, you may choose whether the arbitration will be conducted:

a) solely on the basis of documents submitted to the arbitrator; b) through a non-appearance based telephone hearing; or c) by an in-person hearing as established by the AAA Rules in New York, New York.

26.5. NOTICE PROCESS.

A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required) (“Notice”).

The Notice must:

a) describe the nature and basis of the claim or dispute; and b) set forth the specific relief sought, as permitted by this Agreement (“Demand”).

You and CODBEX agree to use good faith efforts to resolve the claim directly, but if you and CODBEX do not reach an agreement to do so within 30 days after the Notice is received, you or CODBEX may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CODBEX must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any.

26.6. FEES.

If you commence arbitration in accordance with this Agreement, CODBEX will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any filing fees will be decided by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.

If the arbitrator finds that either the substance of the claim or the relief sought in the Demand is frivolous or brought for an improper purpose, then the arbitrator shall require the substantially prevailing party in such claim to be reimbursed its attorneys’ fees and costs from the other party or parties. Except as set forth in the prior sentence, the arbitrator shall not render an award for attorneys’ fees or costs.

26.7. NO CLASS ACTIONS.

YOU AND CODBEX AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

Further, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

26.8. ENFORCEABILITY.

Regardless of whether any of this Section 26 is found to be unenforceable, the parties agree that the exclusive venue for any action arising out of or related to this Agreement shall be in the State of New York.

27. TERMINATION.

CODBEX, in its sole discretion, may terminate this Agreement, access to part or all of the CODBEX Platform, or any current transactions or listings immediately without notice for any reason. You may terminate this Agreement and/or withdraw any of your listings from the CODBEX Platform by giving CODBEX at least 7 days’ prior written notice.

28. WIND-DOWN PERIOD.

Notwithstanding any termination of this Agreement by you or your withdrawal of any product listing(s) from the CODBEX Platform, you agree that any Platform Sales & Off-Platform Sales shall be permitted to continue for a period of 90 days following the effective date of any such termination or listing withdrawal (“Wind-Down Period”) and you shall be responsible for all applicable Platform Fees, Sales Fees, and/or Referral Fees associated with any Platform Sales or Off-Platform Sales that occur during a Wind-Down Period.

29. SURVIVAL.

The following Sections survive any termination of this Agreement: Sections 2.4, 2.5, 2.6, 4.2, 4.3, 4.4, 5, 6, 7, 10, 12, 13, 15, 18, 19, and 21 through and including 30.

30. GENERAL PROVISIONS.

30.1. ENTIRE AGREEMENT.

This Agreement, including any terms and conditions incorporated herein by reference, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

30.2. NO AGENCY.

You and CODBEX are independent contractors and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you, any Closers or Referrers, and CODBEX. You acknowledge and agree that CODBEX does not in any way: supervise, direct, or control the services of Closers and Referrers; set their hours, schedules, or the location where they provide services; or provide the premises at which they will perform such services. Where, by implication of law or otherwise, a Closer or Referrer may be deemed an agent or representative of you or CODBEX or its affiliates, you undertake and agree to indemnify, defend (at CODBEX’s option) and hold CODBEX and its affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship (including, but not limited to, an employment relationship).

30.3. THIRD PARTY BENEFICIARY.

Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of CODBEX, you, and relying Buyers, Referrers or Closers.

30.4. SEVERABILITY.

If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.

30.5. HEADINGS.

Titles and headings used in this Agreement and any applicable policies, procedures and guidelines are for convenience only and shall not be used in the interpretation of any such documents.

30.6. INTERPRETATION.

The rule of contractual construction that ambiguities shall be construed against the drafter shall not be used in the interpretation of this Agreement and any applicable policies, procedures and guidelines.

30.7. NO WAIVER.

CODBEX will not be considered to have waived any of its rights or remedies described in this Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by CODBEX in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. CODBEX’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Agreement. CODBEX does not guarantee that it will take action against any or all breaches of this Agreement.

30.8. NON-EXCLUSIVITY.

This is a non-exclusive relationship. Each party may pursue activities independently with any third party, even if similar to the activities under this Agreement.

30.9. ASSIGNMENT.

This Agreement may not be assigned or transferred by you without CODBEX’s prior written approval. CODBEX may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this section shall be null and void.