Seller Terms & Conditions

This document constitutes a contract/agreement (the "Agreement") and is entered into by and between Container Exchanger, LLC ("CE"), a Georgia limited liability company and you, the prospective seller or actual seller, as the case may be, ("Seller") of one or more Products (defined below) offered for sale by Seller (further defined below) via CE's Web Site: www.containerexchanger.com (the "Web Site"). This Agreement shall become effective when Seller clicks on the "I accept" button below, thereby agreeing to be bound by all the terms and conditions set forth in this Agreement. CE and Seller shall sometimes be referred to herein as the/a "party", individually, and as the "parties", collectively.

I. Certain Definitions; Furnished Information; Web Site Use Restrictions; Term and Termination .

A. Certain Definitions.

1. Product shall mean herein any item or good advertised for sale on CE's Web Site by any individual or corporation, limited liability company, joint venture or other entity (individually and collectively referred to herein as "Person").

2. Buyer shall mean herein any Person who/that accesses/uses the Web Site to view Products available for sale or to view other information on or available/accessible via the Web Site, whether or not such Person indicates interest in possibly purchasing one or more Products by completing and submitting CE's Buyer Interest Form available on the Web Site and whether or not such Person actually purchases any Products. A Buyer may or may not be what CE refers to on its Web Site as a registered user or a Site member, which is a Person who/that has created an account/registered with CE via its Web Site.

3. Seller shall mean herein you specifically and generically, any Person who/that has an account with CE and, thus, is what CE refers to as a registered user or a Site member and who/that has posted for sale on the Web Site one or more Products owned or otherwise lawfully possessed and saleable by such Person.

4. Web Site shall mean herein CE's Web Site as identified above, as well as all information and data, including, without limitation, the listing/description of each Seller's Product(s) set forth therein and all information and data (except the listing/description of each Seller's Product(s), which listing/description appears on CE's Web Site only) made known/available/accessible by links to third-party web sites or by the Web Site's provision of information about any third party.

5. CE's Services shall mean those certain services that CE provides to facilitate a potential sale or an actual sale, as the case may be, of Products advertised by various Sellers on CE's Web Site, such as, but not necessarily limited to, the preparation and/or processing of certain documents and the arranging for shipment of Products.

This list of defined terms is not exhaustive; other terms are defined elsewhere in this Agreement.

B. Furnished Information. CE has created or had created on its behalf the Web Site, which is intended to be informational only and, at no time, shall such Web Site or any of the information thereon or available/accessible thereby be intended to constitute or imply CE's recommendation, endorsement, or rejection, or CE's opinions or statements of any kind or nature whatsoever about or with regard to any Buyer; any Seller; any third party; or any Seller's Product(s), any Seller's Product information, or any Seller's services; and/or any products, product information, or services of any third party. Furthermore, neither CE nor any of its affiliates shall, at any time, as a result of or in connection with this Agreement, including, without limitation, Seller's advertising Seller's Products for sale on the Web Site or, in any other way, have, hold, acquire, or obtain any title, ownership or other interest or rights in or to any of the Products, Product information, or Seller's services or in or to any products, product information, or services of any third party. Seller shall rely completely at Seller's own risk with regard to Seller's access and use of the Web Site and with regard to any information or data on or made known/available/accessible via the Web Site.

Seller acknowledges and agrees that Seller's posting of his/her/its Products for sale on the Web Site does not/shall not guarantee that Seller will actually sell one or more of such Products. Seller also acknowledges and agrees that CE does not/shall not promise, guarantee, ensure, or even suggest or imply that any of Seller's Products will be purchased at any time as a result of or in connection with being advertised by Seller on the Web Site.

Seller further acknowledges and agrees that all information about Seller's Products that appears on the Web Site has been provided by and posted on the Web Site by or on behalf of and at the request of Seller, and that CE does not/shall not verify any Product information posted on the Web Site, and, as stated above, that CE does not/shall not make any statements or comments or offer any opinions whatsoever about any such Product information.

Discussion in this Section I.B. concerning 'Seller's risk' is notwithstanding and is in addition to discussion of the same topic in Section VI hereof.

C. Web Site Use Restrictions. Neither Seller nor Seller's shareholders, officers, directors, employees, independent contractors, agents, customers, vendors, attorneys, affiliates, representatives (personal or otherwise), administrators, advisors, beneficiaries, heirs, successors, and/or assigns (collectively, Seller's Representatives) shall change, modify, alter, delete, or destroy (collectively, for purposes of this paragraph, "Alter") or attempt to Alter the Web Site or any portion thereof. In the event of any such alteration or attempted alteration, Seller's authorization hereunder to access, browse, and use (hereinafter sometimes collectively referred to by the verb, "use") the Web Site shall be revoked immediately, without notice, and CE may take necessary steps to preclude Seller's and Seller's Representatives' future access to the Web Site; and, further, CE may pursue all its legal rights hereunder and in accordance with applicable law and in equity.

Seller's aforementioned "click-on" acceptance of this Agreement grants Seller authorization to access and use the Web Site and, thus, is a pre-requisite to Seller's access and use of the Web Site. The definition of Seller, above, states, in part, that Seller is a Person who/that has an account with CE and, thus, is what CE refers to as a registered user or a Site member. Such registration process is separate and unrelated to Seller's required 'click-on" acceptance of this Agreement in order to be able to access and use the Web Site. However, as part of Seller's registration process, Seller shall be required to agree to be bound by all the terms and conditions set forth in this Agreement by clicking on an "I accept" button on such registration page, which is a separate "I accept " button from the "I accept" button set forth below for use with regard to this Agreement.

D. Term; Termination.

As stated above, this Agreement shall become effective when Seller clicks on the "I accept" button below, thereby agreeing to be bound by all the terms and conditions set forth in this Agreement and shall remain in full force and effect until Seller completely ceases to advertise Seller's Products for sale on the Web Site, which complete cessation will be deemed to have occurred in the event that Seller shall remove from the Web Site all of Seller's Products and, for two (2) consecutive years following such removal, shall not add any of Seller's Products to the Web Site (the "Term"). If, after said two (2)-year period, Seller desires to again advertise Seller's Products for sale on the Web Site, Seller will be required to click on the "I accept" button below, thereby entering into this Agreement with CE anew.

Notwithstanding the foregoing, CE may terminate this Agreement immediately, without notice, for Seller's or Seller's Representatives' violation hereof, including without limitation, in the event that Seller or any of Seller's Representatives Alter or attempt to Alter the Web Site. Upon such termination by CE, Seller shall still be bound by this Agreement, including, without limitation, by the non-circumvention obligations, indemnification obligations, and confidentiality and non-disclosure obligations herein. Also, upon such termination by CE, Seller will not be entitled to any refunds for payments made to CE hereunder before such termination.

II. Payment Terms and Related Matters .

In the event that a Buyer actually purchases one or more of Seller's Products at any given time during the Term hereof, Seller shall receive a Purchase Order Form (“POF) from CE.   Each POF will set out, among other things, the total amount to be paid to Seller by CE with regard to the given purchase/sale transaction. The “broker fee”, which is payment for CE's Services provided in connection with each given purchase/sale transaction, shall be determined by the difference between the Buyer’s purchase price and the Seller’s selling price.  The broker fee is determinable by CE in its sole discretion on a case-by-case basis with regard to a given purchase/sale transaction and is paid by the Buyer in the purchase price of the Goods and Services on the Buyer’s Invoice.

Seller acknowledges and agrees that Buyer shall pre-pay CE for the Product(s) listed in any given invoice sent by CE to Buyer with regard to a given purchase/sale transaction (hereinafter, the "Invoice to Buyer"), meaning that Buyer shall make such payment before receiving such Product(s) from Seller. The broker fee charged by CE to Buyer with regard to a given purchase/sale transaction shall be included in any total invoiced amount in the Invoice to Buyer regarding such transaction.

Upon CE's receipt from Buyer of the total invoiced amount set out in a given Invoice to Buyer and CE's verification thereof, CE shall place such amount in a non-interest bearing escrow account in CE's name, which account CE has created to hold any and all invoiced amounts with regard to any and all purchases/sales of Products via CE and its Web Site. Furthermore, upon CE's receipt from Buyer of the total invoiced amount set out in a given Invoice to Buyer and CE's verification thereof, CE will arrange for the prompt shipment to Buyer of the Product(s) listed in such Invoice to Buyer. Seller acknowledges and agrees that the Products will be shipped to Buyer from Seller's place of business and that Seller is responsible for the loading of the Products on the vehicle that will deliver the Products to Buyer at the place for delivery designated by Buyer on the aforementioned Buyer Interest Form.

When Buyer receives the Product(s) listed in a given Invoice to Buyer and, within seven (7) days of such receipt, notifies CE via an electronic or other writing of Buyer's approval of such Product(s) as being the same as the Product(s) described by Seller on the Web Site and listed in such Invoice to Buyer, CE will promptly withdraw from the aforementioned escrow account the total invoiced amount set out in such Invoice to Buyer and will promptly remit to Seller the amount set out in the POF for the given purchase/sale transaction; and CE will retain for itself the broker fee charged by CE to Buyer and included in such total invoiced amount.

As stated above, the POF will set out, among other things, the total amount to be paid by CE to Seller with regard to a given purchase/sale transaction. Seller acknowledges and agrees that, with regard to any given purchase/sale transaction, Seller shall be entitled to receive and CE shall be obligated to pay to Seller only that amount set out in the POF for each such transaction.

In the event that Buyer rejects all or any portion of the Products received for any reason whatsoever, then, Buyer shall submit to CE digital pictures and/or other documentation purporting to show Buyer's reason(s) for such rejection. CE, in its sole discretion and within a reasonable time period, shall determine whether or not Buyer's complaint/rejection is valid. If CE determines that Buyer's complaint/rejection is valid, CE will work with Buyer and Seller separately to arrange for Seller's shipment of like replacement Products, if such is feasible; and, if the provision of like replacement Products is not feasible, CE will work with Buyer and Seller separately to arrange for the refund to Buyer of only that portion of the total invoiced amount set out in the given Invoice to Buyer that constitutes Buyer's payment for the rejected Product(s). In the situation described in this paragraph, CE shall not refund to Buyer CE's broker fee or any portion thereof charged to Buyer in connection with the given purchase/sale transaction.

If CE determines that Buyer's complaint/rejection is valid and that such complaint/rejection applies to all of the Products listed in a given Invoice to Buyer, then CE will work with Buyer and Seller separately to arrange for the refund to Buyer of the total invoiced amount set out in the given Invoice to Buyer, except shipping costs, if the same are included in the given Invoice to Buyer; and, in such case, CE shall not charge Buyer or Seller any broker fees or other fees, except shipping costs, which will be charged/invoiced to either Buyer or Seller, but not both. If, in such case of Buyer's valid complaint/rejection of all Products listed in the given Invoice to Buyer, either Buyer or Seller has already paid any broker fees or other fees (other than shipping costs) to CE with regard to the transaction contemplated by such Invoice to Buyer, then CE shall promptly refund all such fees to Buyer and Seller, respectively. Note that because CE's broker fee charged to Buyer with regard to a given purchase/sale transaction is included in the total invoiced amount of the Invoice to Buyer related to such transaction, such broker fee will be automatically refunded to Buyer when CE refunds to Buyer such total invoiced amount, less shipping costs, if the same are included in the given Invoice to Buyer.

If CE determines that Buyer's complaint/rejection of all or any part of the Product(s) is invalid, then the particular purchase/sale transaction between Buyer and Seller, as brokered/facilitated via CE and its Web Site, and the Invoice to Buyer for such purchase/sale transaction, and any other related and effective documents shall remain in full force and effect; and CE shall not facilitate any arrangement for replacement Products or any refund to Buyer of the total invoiced amount set out in the given Invoice to Buyer or any portion thereof, which means, among other things, that CE shall not refund to Buyer CE's broker fee or any portion thereof charged to Buyer in connection with the given purchase/sale transaction and included in such total invoiced amount in the given Invoice to Buyer.

III. Third Party Information .

The Web Site may allow Seller to link to and interact with third party web sites, software applications, and/or data services, or to otherwise interact with or be made aware of third parties and/or their respective offers of products, goods, information, data, services, and/or the like (the "Third party Offerings"). Seller's access to and use of any Third Party Offerings shall be governed by the terms and conditions concerning such Third Party Offerings. Third Party Offerings are not owned or provided by or under the name of CE or by or under the names of any of CE's affiliates.

IV. Proprietary Information/Property .

A. Seller acknowledges that the Web Site contains CE confidential information and CE intellectual property (e.g., trade secrets), such as, but not limited to, certain trade names and/or logos of CE, which are exclusively owned and proprietary to CE; and certain separate video tutorials regarding CE's respective buying and selling processes (collectively, the "CE Proprietary Property"). Seller shall not obtain or acquire any ownership, title, or other rights or interest in or to the CE Proprietary Property by Seller's access to or use of the Web Site or any information offered/made available thereon or accessible thereby; or by Seller's sale of any of Seller's Products or by Seller's use of any of CE' Services in connection with Buyer's purchase or consideration of the purchase of any Products; or by Seller's acceptance of and agreement with all the terms and conditions hereof. Seller shall not use, copy, reproduce, or distribute in any way whatsoever any of the CE Proprietary Property.

B. For purposes of this Agreement, “Trade Secrets” means information, without regard to form, including, but not limited to, technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information:

(1) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other individuals or entities who can obtain economic value from its disclosure or use; and

(2) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy or confidentiality.

C. Seller understands that CE has or may have received and in the future will or may receive from third parties confidential or proprietary information (“Third Party Information”) subject to a duty upon CE and upon Seller, each as a recipient of Third Party Information, to maintain the confidentiality of such information and to use it only for certain limited purposes. While this Agreement is in effect and thereafter, CE and Seller will hold Third Party Information in the strictest confidence and will not disclose any Third Party Information to anyone, except as expressly set forth in Paragraph D immediately below.

D. Without CE's prior written permission, Seller shall not use for any purposes, unless it is in connection with this Agreement; and shall not reveal or make available or accessible to any Person any CE Proprietary Property or any Third Party Information, unless such use or disclosure is legally required to be disclosed, provided that Seller promptly provides, if allowed by law, written notification to CE (and CE shall have the duty to inform the owner of any such affected Third Party Information) (the "Third Party Owner") of such requirement so that CE and/or the Third Party Owner may obtain a protective order, seek any other appropriate remedy available at law or in equity, and/or waive compliance with this confidentiality provision specifically and solely with regard to the subject of this paragraph, meaning that any such waiver will be limited to and apply only with regard to the subject of this paragraph. In the event that such protective order or other remedy is not obtained, and/or regardless of whether or not CE and/or the Third Party Owner waives compliance with this confidentiality provision, Seller agrees to disclose only that portion of the subject CE Proprietary Property or Third Party Information which Seller is advised by written opinion of counsel is legally required to be disclosed and agrees to exercise best efforts to obtain assurances that confidential treatment will be accorded such information.

 

E. Unless expressly provided otherwise herein, Seller shall maintain the confidentiality of CE Trade Secrets for as long as any materials qualify as Trade Secrets as defined herein, which is the definition of Trade Secrets under Georgia Law. Unless expressly provided otherwise herein, Seller shall maintain the confidentiality of other CE Proprietary Property that is confidential information, but does not qualify as Trade Secrets for three (3) years following Seller's acceptance of this Agreement by clicking on the "I accept" button below.

 

F. CE's and Seller's obligations with regard to Third Party Information shall commence upon each such party's initial receipt of the Third Party Information and, unless expressly provided otherwise herein, shall extend with regard to all Third Party Information until two (2) years after CE's confidentiality duties regarding a particular item of Third Party Information expire. Thereafter, unless expressly provided otherwise herein, CE's and Seller's obligations hereunder shall survive and continue in effect with respect to any Third Party Information that is a Trade Secret or is otherwise protected for a longer period of time under applicable law. CE shall be responsible for contacting the attorney(s) for the Third Party Owner (CE's licensor) of a particular item of Third Party Information to determine whether such item is still protected under a confidentiality or non-disclosure agreement to which CE is a party. Seller shall be responsible for contacting CE to determine whether such item is still protected under a confidentiality or non-disclosure agreement to which CE is a party.

V. NO REPRESENTATIONS OR WARRANTIES; LIMITATION OF LIABILITY.

A. THE WEB SITE AND CE'S SERVICES AND THE PRODUCTS OFFERED VIA THE WEB SITE ARE PROVIDED/OFFERED "AS IS" AND WITH ALL FAULTS. CE AND ITS SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, INDEPENDENT CONTRACTORS, AGENTS, CUSTOMERS, VENDORS, ADVISORS, AFFILIATES, ATTORNEYS, REPRESENTATIVES, ADMINISTRATORS, AND SUCCESSORS AND ASSIGNS (COLLECTIVELY, "CE'S REPRESENTATIVES") DO NOT AND SHALL NOT, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, AS TO THE WHOLE OR TO ANY PART OF THE PRODUCTS, CE'S SERVICES, OR CE'S WEB SITE OR AS TO SELLER'S USE OR POSSESSION THEREOF OR ACCESS THERETO, AS THE CASE MAY BE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTIBILITY, QUALITY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE; OR ANY WARRANTY AS TO THE RESULTS OBTAINED OR REALIZED BY SELLER FROM HIS/HER/ITS RECEIPT, USE OR POSSESSION OF, AS THE CASE MAY BE, CE'S SERVICES AND/OR THE INFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE; OR ANY WARRANTY AS TO THE RESULTS OBTAINED OR REALIZED BY SELLER FROM THE SALE OF ANY OF SELLER'S PRODUCTS; OR ANY WARRANTY RELATED TO SELLER'S RELIANCE UPON CE'S SERVICES AND/OR THE INFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE; OR ANY WARRANTY AS TO ANY RESULTS DESIRED, ANTICIPATED, OR EXPECTED BY SELLER BUT NOT OBTAINED OR REALIZED BY SELLER FROM THE SALE OF ANY OF SELLER'S PRODUCTS AND/OR FROM HIS/HER/ITS RECEIPT, USE, OR POSSESSION OF, AS THE CASE MAY BE, OR RELIANCE UPON CE'S SERVICES AND/OR THE INFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE.

B. THE DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SET OUT IN THE IMMEDIATELY PRECEDING PARAGARPH ARE IN ADDITION TO ANY OTHER SUCH DISCLAIMERS SET OUT ELSEWHERE IN THIS AGREEMENT.

C. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL CE OR ANY OF CE'S REPRESENTATIVES BE LIABLE TO SELLER OR SELLER'S REPRESENTATIVES FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR LOST SAVINGS) , EVEN IF CE OR ANY CE REPRESENTATIVE HAS BEEN INFORMED OR ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS, DAMAGE OR CLAIM, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, SELLER'S RECEIPT, USE, OR POSSESSION OF, AS THE CASE MAY BE, OR RELIANCE UPON CE'S SERVICES AND/OR THE NFORMATION OFFERED/MADE AVAILABLE OR ACCESSIBLE VIA CE'S WEB SITE, WHETHER IN AN ACTION BASED UPON CONTRACT, TORT OR OTHERWISE.

D. PRICING FOR PRODUCTS IS SUBJECT TO CHANGE AT THE DISCRETION OF CE.

VI. SELLER'S RISK; SELLER'S REPRESENTATIONS AND WARRANTIES; SELLER'S INDEMNIFICATION .

A. Seller's Risk . As noted, above, Seller acknowledges and agrees that CE does not/shall not promise, guarantee, ensure, or even suggest or imply that any of Seller's Products will be purchased at any time as a result of or in connection with being advertised by Seller on the Web Site. Seller further acknowledges and agrees that Seller shall post and advertise Seller's Products on the Web Site completely at Seller's risk.

Seller further acknowledges and agrees that, in the event that Seller uses/accesses the Web Site and/or receives or makes use of any of CE's Services, Seller shall do so solely and completely at Seller's risk, whether or not any of Seller Products are sold.

Discussion in this Section VI. concerning 'Seller's risk' is notwithstanding and is in addition to discussion of the same topic in Section I.B. hereof.

B. Seller's Representations and Warranties .

In addition to and notwithstanding any other representations and warranties, if any, made by Seller in this Agreement, Seller represents and warrants as follows:

1. Seller lawfully and exclusively owns and has clear title to or otherwise lawfully possesses and has the right to sell or otherwise transfer the Products that Seller shall, at any time during the Term of this Agreement, post and advertise for sale on the Web Site; and

2. There are currently no actual or threatened claims by any third party based upon an alleged violation of any such party's intellectual property rights in or to any of Seller's Products or any portion of any of Seller's Products, including, without limitation, any claim or threatened claim of infringement of copyright, patent, trade secret or other proprietary right of any third party; and performance by Seller under this Agreement shall not lead to any such violation, suit or claim against CE, and/or CE's Representatives, or any of CE's or CE's Representatives' respective affiliates; and

3. The Products are merchantable and, to Seller's reasonable knowledge, do not have any Defects (defined below); and, to Seller's reasonable knowledge, comply with all applicable laws and regulations and industry standards governing the Products;

4. Seller will comply with all applicable laws and regulations concerning the Shipment, transportation, delivery, and unloading of the Products;

5. Seller will maintain any and all insurance policies required by applicable law and also any insurance policies necessary to cover Seller's liabilities hereunder; and each of such insurance policies shall be valid, enforceable and in full force and effect while this POF is effective and also after the expiration or other termination hereof. Such policies shall be/have been issued by an insurance carrier that, to the knowledge of the Seller, is solvent, financially sound and reputable

C. Seller's Indemnification .

1. Seller agrees to indemnify, defend, and hold harmless CE and CE's Representatives from any and all actions, suits, claims, losses, liabilities, damages, and costs and expenses, including, without limitation, reasonable attorneys' fees arising out of, resulting from, in connection with, or relating to (a) Seller's receipt, use, or possession of, as the case may be, or reliance upon CE's Services and/or the information offered/made available or accessible via CE's Web Site; (b) Seller's Representatives' receipt, use, or possession of, as the case may be, or reliance upon CE's Services and/or the information offered/made available or accessible via CE's Web Site; and/or (c) Seller's or Seller's Representatives' violation of this Agreement, including, without limitation, Seller's or Seller's Representatives' breach of any of Seller's representations and warranties made herein.

2. In addition to and notwithstanding Seller's indemnification obligations set out in the immediately preceding paragraph, Seller shall defend, at its expense, any action (or portion thereof) brought against CE or CE's Representatives (for purposes of this paragraph, collectively, the “Indemnitees”) based on a claim that any of Seller's Products or any portion of any of Seller's Products infringe upon the intellectual property rights of any third party. Seller will indemnify and hold harmless the Indemnitees against any and all liabilities, obligations, losses, costs, damages, and other expenses and attorneys' fees incurred by the Indemnities on account of such claims. The Indemnitees shall provide Seller with reasonably prompt notice of any such claim of which Seller becomes aware. The Indemnitees shall also provide reasonable assistance to Seller, and grant Seller authority to defend or settle such claim on behalf of the Indemnitees.

3. Notwithstanding anything to the contrary herein, the indemnification obligations set forth in this Section VI. C. 1 and 2 apply even in the event that Seller does not sell any of Seller's Products.

VII. RELEASE.

Seller and Seller's Representatives, in return for CE's authorization to Seller hereunder to access and use CE's Web Site and the information thereon and/or in return for Seller's receipt of CE's Services and/or in return for Seller's sale of any of Seller's Products via CE and its Web Site (if any such sale occurs), all of the foregoing being in accordance with this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, do hereby acquit, release, and forever discharge CE and CE's Representatives, and any and all persons, firms or corporations liable or who might be claimed to be liable, whether or not herein named, none of whom admit any liability to Seller and/or Seller's Representatives, but all expressly denying liability, from any and all actions, causes of action, lawsuits, claims, demands, damages, losses, obligations, liabilities, costs, and expenses, whether known or unknown, whether accrued or unaccrued, (collectively, the "Claims") that Seller and/or any of Seller's Representatives now have or allege to have or may hereafter have or allege to have, arising out of or in any way relating to any and all injuries and/or damages of any and every kind, to both property and person, including, without limitation, disability or death (collectively, the "Injuries and Damages"), and also any and all Injuries and/or Damages that may develop in the future, as a result of or in any way relating to this Agreement or the subject matter hereof, including, without limitation, (a) CE's Web Site, including, without limitation, any information contained thereon or accessible thereby or the fact that CE or CE's Representatives make such Web Site available; (b) CE's or CE's Representatives' making the Products available for purchase/sale via the Web Site and/or CE's Services; and/or (c) Seller's or, if applicable, Seller's Representatives' receipt, use, and/or possession of, as the case may be, and/or reliance upon CE's Services and/or the information offered/made available or accessible via CE's Web Site.

CE and Seller acknowledge and agree that the immediately foregoing paragraph shall describe and be referred to herein collectively as the "Release". CE and Seller further acknowledge and agree that the Release is made in full and complete satisfaction of any and all Claims.

Notwithstanding anything to the contrary herein, the foregoing Release applies even in the event that Seller does not sell any of Seller's Products.

VIII. CE'S RIGHT TO USE SELLER'S INFORMATION.

With regard to and in connection with the Products, CE's Services, and/or CE's Web Site, CE and Seller acknowledge and agree that Seller and Seller's Representatives hereby grant to CE and/or CE's Representatives the right, license, and authority to use and disclose to the world in any media format (e.g. print, video, electronic) and in any promotional format (e.g., Seller's testimonials about CE) Seller's and/or any of Seller's Representatives' names; respective cities and states of residence or business location, as the case may be; photos, images, or other likenesses of Seller or Seller's Representatives and/or the Products sold or advertised for sale by Seller via CE and its Web Site, which photos, images, or other likenesses were provided to CE by Seller or were taken, created, or developed during or in connection with Seller's use of and/or access to, at any given time during the Term hereof, CE's Web Site, whether or not Seller sold any of Seller's Products via CE and its Web Site; audio or video recordings of Seller or Seller's Representatives provided to CE by Seller or taken, created, or developed during or in connection with Seller's use of and/or access to, at any given time during the Term hereof, CE's Web Site, whether or not Seller sold any of Seller's Products via CE and its Web Site; and/or any articles or other writings provided to CE by Seller or Seller's Representatives or taken, created, or developed during or in connection with Seller's use of and/or access to, at any given time during the Term hereof, CE's Web Site, whether or not Seller sold any of Seller's Products via CE and its Web Site.

Notwithstanding the foregoing, CE shall not, at any time, furnish or make available/accessible directly to any Buyer the name or contact information of Seller or post Seller's name or contact information on the Web Site.

IX. INJUNCTIVE RELIEF.

In addition to any similar language in this Agreement and notwithstanding anything to the contrary herein, Seller agrees that any breach or threatened breach by Seller or by any of Seller's Representatives of any terms or conditions of this Agreement will result in irreparable harm to CE and to its business, such that CE shall be entitled to an injunction enforcing the terms and conditions of this Agreement in the event of any breach or threatened breach thereof by Seller or by any of Seller's Representatives, in addition to such other damages and remedies available to CE at law or in equity.

X. NO DIRECT CONTACT WITH BUYER; NON-CIRCUMVENTION.

A. No Direct Contact with Buyer. Seller acknowledges and agrees that neither CE nor any of its affiliates shall, at any time, furnish or make available/accessible to Seller the names or contact information of any Buyer and that CE does/shall not post any Buyer's name or contact information on the Web Site. Seller further acknowledges and agrees that Seller shall not, at any time, during or after the Term of this Agreement, try to obtain for any reason or purpose whatsoever the names or contact information of any Buyers. In the event that, at any time, during or after the Term of this Agreement , Seller inadvertently learns of any given Buyer's name and/or contact information, Seller shall (i) promptly inform CE of the same; (ii) shall not share any such information with any other Person, and (iii) shall not contact or attempt to contact for any reason or purpose whatsoever any such given Buyer.

B. Non-Circumvention. Seller, inten ding to be legally bound hereby, irrevocably agrees and guarantees to CE that Seller shall not, at any time, during or after the Term of this Agreement, directly or indirectly attempt to or actually interfere with, circumvent, avoid, by-pass, or obviate CE's interest under this Agreement, or the interest or relationship between CE and one or more Buyers by Seller's, directly or indirectly, contacting or otherwise approaching or trying to contact or otherwise approach any Buyers for (i) the purpose of trying to entice, encourage, or suggest to any Buyers that one or more of them cease to deal in whole or in part with CE and instead deal only with Seller in whole or in part with regard to this Agreement; or (ii) for the purpose of trying to entice, encourage, or suggest to any Buyers that one or more of them terminate or alter in any way their respective relationships with CE, any and all of which aforementioned actions by Seller would effectively and, contrary to Seller's and CE's joint intent hereunder, nullify the need for CE's provision of the Web Site and CE's Services furnished in connection therewith, thereby stripping CE of the right to payment hereunder. The rights, duties, and obligations as set forth in this Section X. B. shall survive for a period of three (3) years after Seller completely ceases to access the Web Site, which cessation event is described in Section I.D., above.

XI. GOVERNING LAW. This Agreement shall be governed by the laws of the State of Georgia.

XII. NOTICE TO U.S. GOVERNMENT END USERS.

For United States Government End Users, CE agrees to comply with all applicable equal opportunity laws, including, if appropriate, the provisions of Executive Order 11246, as amended; Section 402 of the Vietnam Era Veterans Readjustment Assistance Act of 1974 (38 USC 4212); and Section 503 of the Rehabilitation Act of 1973, as amended; and the regulations at 41 CFR Parts 60-1 through 60-60, 60-250, and 60-741. The affirmative action clause and regulations contained in the immediately preceding sentence shall be incorporated by reference into this Agreement.

XIII. APPLICABLE GOVERNMENT FORMS.

CE and Seller each shall properly complete and properly and timely file, at each party's sole expense, any and all applicable United States government forms or documents and other countries' respective government forms or documents, including without limitation, any and all applicable customs forms or documents and North American Free Trade Agreement ("NAFTA") forms or documents.

XIV. GENERAL PROVISIONS.

A . Entire Agreement . This Agreement supersedes any and all agreements, either oral or in writing, between the parties hereto and contains all of the covenants and agreements between the parties with respect to the subject matter hereof. Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding.

B. Amendment. Any modification or amendment of this Agreement will be effective only if it is in writing and signed by a duly authorized representative of CE and Seller.

C. Severability . If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

D. Captions; Headings . The captions or headings provided in this Agreement are for convenience only and shall not be deemed to be a part of this Agreement.

E. Certain Statutory Rights . This Agreement shall not prejudice the statutory rights of any party dealing as a consumer.

F. Notice. Any notice or other communication required or permitted to be delivered to either CE or Seller under this Agreement must be in writing and will be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, or by facsimile, or electronically) to the respective addresses or facsimile or telephone numbers as either CE or Seller shall have specified in a written notice given to the other party hereto; and, notwithstanding this Section XIV.B., in such case of any change in CE's or Seller's respective contact information, this Agreement shall be deemed automatically amended.

G. Survival. This entire Agreement, meaning all the terms and conditions hereof, shall survive the expiration or other termination of this Agreement.