Marketplace Terms and Conditions

TAILOR BRANDS MARKETPLACE
TERMS AND CONDITIONS FOR PARTNERS

January 29, 2024

Please read the following Terms and Conditions carefully before accessing and/or using the Tailor Brands Marketplace (defined below). By using and/or accessing the Tailor Brands Marketplace you expressly acknowledge and agree that you, on behalf of your organization (the “Partner” or “you”), are entering into a legal agreement with Tailor Brands Ltd. and its subsidiaries (“Tailor Brands”, “we”, “our”, or “us”) (each, a “Party” and collectively, the “Parties”), and you understood and agree to comply with, and be legally bound by these Terms and Conditions and our Privacy Policy (the “Agreement”). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY APPLICABLE RIGHTS TO REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS. If you do not agree to be bound by this Agreement, please do not use or access the Tailor Brands Marketplace. If there is a conflict between the Agreement and any other agreements between the Parties, the terms and conditions of the Agreement shall prevail and govern.

1. Background. Tailor Brands’ online marketplace available at www.tailorbrands.com/marketplace (“Marketplace“) is intended to allow Partners to offer certain products and services (“Services Offered“) to Tailor Brand’s customers and users (“Buyer”). 
2. Application and Identity Verification.  
   2.1. Application. In order to use the Marketplace, the Partner needs to submit an application (“Application”). By creating an Application, you hereby represent and warrant that you have provided us with accurate, complete and updated information for the purposes of verifying your individual and organization’s identity.
   2.2. Identity Verification. Until identity verification is complete, the Partner may not be able to access the Marketplace. In order to verify your Application, we may require you to provide certain information, for example, email address, company name and details (including, address, incorporation details), product and service description. Partner represents and warrants that all information provided for verification purposes is accurate and correct and Partner agrees to notify Tailor Brands in writing of any changes to such information. We reserve the right to refuse approval of an Application, at our sole discretion, including, without limitation, if we are unable to verify your identity or if we are required to do so by applicable laws.
3. License. License restrictions.
   3.1. License. Subject to Partner’s compliance with the terms of this Agreement, and during the Term (defined below), Tailor Brands hereby grants Partner a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right to remotely access (i.e. on a SaaS basis) the Marketplace, solely for Partner to access, use and publish on the Marketplace the Services Offered.
   3.2. License restrictions. Except as specifically permitted herein, without the prior written consent of Tailor Brands, Partner must not, and shall not allow any user or any other third party to, directly or indirectly: (a) duplicate, decompile, reverse engineer, disassemble or decode the Marketplace or any aspect or component thereof (including any underlying idea or algorithm), or attempt to do any of the same; (b) use, reproduce or remove any copyright, trademark, service mark, trade name, slogan, logo, image, or other proprietary notation displayed on or through the Marketplace; (c) use automation software (bots), hacks, modifications or any other unauthorized third-party software designed to modify the Marketplace or any aspect or component thereof; (d) assign, or transfer access or use, of the Marketplace to any third party; (e) access or use the Marketplace in any manner that could disable, overburden, damage, disrupt or impair the Marketplace or interfere with any other party’s access to or use of the Marketplace or use any device, software or routine that causes the same; (f) attempt to gain unauthorized access to, interfere with, damage or disrupt the Marketplace, or the computer systems or networks connected to the Marketplace; (g) circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Marketplace; (h) use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes, crawls or otherwise accesses the Marketplace to monitor, extract, copy or collect information or data from or through the Marketplace, or engage in any manual process to do the same; and (i) introduce any viruses, Trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful into our systems.

    

4. Use of Tailor Brands’ Marketplace.
   4.1. General. You acknowledge and agree that: (a) Tailor Brands facilitates transactions between Partner and Buyers of the Services Offered, but is not a traditional auctioneer, nor a party to any transaction between Partner and the Buyers, including, without limitation, a party to any definitive contracts for a sale, license, collaboration, co-development, co-commercialization or any other transaction; (b) the relevant agreements for the provision of the Services Offered shall be concluded directly between Partner and the Buyers.
   4.2. Submission and approval of the Services Offered. The Partner shall submit to Tailor Brands by email the proposed products and services that the Partner wishes to publish in the Marketplace. To the maximum extent permitted by law, Tailor Brands has the right, at its sole discretion, to accept or reject such products or services. Tailor Brands may accept or reject the listing of the products or services at its sole discretion and at any time (before or after the publication in the Marketplace), including, without limitation, for the following purposes: (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to restrict products, services, or activities that we deem unsafe, inappropriate, or offensive; or (c) if the publication and/or the Services Offered by Partner violate any terms of this Agreement. Upon Tailor Brand’s approval of the products and services, the Partner shall submit the necessary and relevant information as requested by Tailor Brands, including, without limitation, the link of the landing page that will be published in the Marketplace to describe the Services Offered. Partner hereby represents, warrants and covenants that all information about the Services Offered (including, without limitation, any description and/or information about applicable fees) displayed on the Marketplace is, at all times, true, accurate, complete, not misleading, and in compliance with applicable laws and regulations. The Partner is solely responsible for any non-conformity or defect, or compliance with any law and regulation of any Services Offered that is listed, sold, or licensed using the Marketplace. The Partner will not offer on the Marketplace, and will promptly remove postings or listings for, any Services Offered whose sale or license is or becomes, prohibited by law. 
   4.3. Landing page. The Partner and Tailor Brands will discuss and negotiate in good faith whether the Parties will: (a) add a unique tracking link to the Partner’s website landing page to continue the sales offer with the Buyers, or (b) develop a co-branded landing page. If the Parties decided to develop a co-branded landing page: (i) Partner is solely responsible for the development of such landing page (including, without limitation, any costs and expenses associated with it) and shall consult with and implement Tailor Brands’ comments and requirements, (ii) Partner shall use the information (including, personal data) collected and provided in the context of the co-branded landing page solely for the purpose of the offer and make the engagement related to the Services Offered, (iii) Partner shall not use any information (including, personal data) collected and provided in the context of the co-branded landing page for marketing purposes (other than for the Services Offered; provided that the Partner shall comply with applicable laws and regulations.
   4.4. Marketplace publications. The Marketplace will publish the Services Offered by all Partners. The Buyers may, at their sole discretion, choose one or more of the published Services Offered. The Buyer does not have any obligation to purchase any Services Offered. The Partner shall ensure that at all times the provided link and the landing page are available and working properly. The Partner shall process or commit to process any order following a click of the Buyers to the Services Offered. Notwithstanding anything to the contrary, the Partner is fully responsible for the compliance of the landing page with applicable laws and regulations, including, without limitation, transparency requirements and to implement the required mechanisms for obtaining consents.
   4.5. Purchases of the Services Offered. The Partner will establish the pricing, license rights and other terms governing Buyers’ access to, and use of, the Services Offered. Tailor Brands shall not be part of the contract, agreement and/or engagement between the Partner and the Buyers. Tailor Brands shall not be responsible for the provision of the Services Offered to the Buyers. Once the Buyers click on a Services Offered offer, the Partner commits not to offer or sell the same Services Offered to the Buyers, except for in accordance with the Payments (as described in Section 5 below). The Partner hereby represents and warrants that it cannot and shall not solicit the Buyers by other means or offer discounts or promotions if the Buyers enter into an agreement with the Partner without the involvement of Tailor Brands. Upon receipt of the Transaction Fees (as defined below), the Parties shall calculate the Payment that the Partner shall make to Tailor Brands, as further described in Section 5 below. Notwithstanding anything to the contrary, the Partner is the solely responsible for the calculation, invoicing (if required), validation and payment of all sales, use, excise, import, export, value-added (VAT), withholding and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any Transaction Fees and with the Services Offered.
   4.6. Record keeping and retention periods. The Partner shall keep records of all transaction details with the Buyers, including, without limitation, the date of the engagement, price, logs of the transaction, conditions, copy of the agreement, Transaction Fees, amongst others. The Partner shall keep the records during the Term of this Agreement and three (3) years after termination. Tailor Brands may keep a record of the Services Offered posted and/or listed by the in the Marketplace. 
   4.7. Provision of the Services Offered. With respect to any transaction of the Services Offered by Partner, the validity and enforceability of such transaction is the sole responsibility of the transacting parties (i.e., Partner and Buyer), and Tailor Brands do not, and will not, assume responsibility for, have any liability with respect to, or otherwise guarantee, such transaction, including the execution, performance, clearance or settlement thereof or the validity or enforceability thereof. The Partner shall bear all risk of such transactions and purchases associated with the sale or license of any Services Offered (including, without limitation, the provision of the Services Offered and support (if any agreed). 
   4.8. Changes. The Partner shall send Tailor Brands any amendments, updates and changes to the Transaction Fees (defined below) promptly, and in no event more than three (3) days, after the execution of the relevant transaction documents. Notwithstanding anything to the contrary, if the Transaction Fees with the Buyers change after the execution of the transaction documents, then the Payment that the Partner needs to make to Tailor Brands shall be adjusted accordingly. If the Partner decides to take down a Services Offered from the Marketplace, the Partner shall give Tailor Brands a 30-day prior written notice.
   4.9. Partner’s Obligations. The Partner hereby represents, warrants and covenants that: 
   a) The Partner shall not offer or promote any Services Offered that directly or indirectly compete with any products or services (including, without limitation, the Marketplace) offered by Tailor Brands and/or its subsidiaries and affiliates. If Tailor Brands identifies such a competing offer, Tailor Brands may, at its sole discretion, not accept the Services Offered to by published in the Marketplace, or if already published, promptly remove the Services Offered from the Marketplace and notify the Partner, and/or to terminate this Agreement without further notice.
   b) The Partner is solely responsible and liable for provision of the Services Offered and any technical support (if any). The Partner hereby agrees and understands that Tailor Brands has no responsibility or liability to any Buyer for any claims or damages that may arise as a result of interactions or transactions between Partner and Buyers. The Partner shall be solely responsible for, and Tailor Brands shall have no responsibility or liability whatsoever with respect to, any and all claims, suits, liabilities, losses, damages, costs and expenses arising from, or attributable to, the Services Offered and/or the use of those Services Offered by Buyers, including, but not limited to: (i) claims of breach of warranty, whether specified in the agreement with the Buyers or established under applicable law; (ii) product liability claims; and (iii) claims that any of the Services Offered and/or the Buyers’ possession or use of the Services Offered infringes the copyright or other intellectual property rights of any third party.
   c) The Partner has the lawful right to offer, promote, license, sell or grant access to Buyers to the Services Offered and to publish the Services Offered through the Marketplace, and the sale or license of the Services Offered shall not be in breach or violation of the rights of any third party or applicable laws and regulations. 
   d) The Partner has obtained and will continue to maintain all government authorizations, permits, rights, authorizations and/or licenses relating to the information posted in the Marketplace, the landing page and the Services Offered
   e) Any professional services listed in any of the Services Offered, as performed by Partner and/or any third party acting on Partner’s behalf, are not in violation of and will not violate any third-party rights, laws or regulations (including mandatory regulatory guidance) including in performing, operating, selling, licensing, distributing and otherwise providing the Services Offered.
   f) It shall not (and shall not allow any third party) to: (i) download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale of any information contained on, or obtained from or through, the Marketplace; (ii) use the Marketplace to link to or otherwise publicize, promote, or offer for sale or licensing to the Buyers any products or services not posted or listed on the Marketplace as Services Offered; (iii) mention, promote, offer and/or link to the Buyers additional products and services outside of the Marketplace; (iv) post or disclose on the Marketplace any sensitive or personally identifiable information; (v) use the Marketplace for illegal, infringing, harassing, unethical, or disruptive purposes and/or to violate any applicable law or regulation; (vi) access or use the Marketplace in any way not expressly permitted by this Agreement; (vii) provide any incomplete, incorrect, or false information to us; and/or (viii) issue press releases or make any other public statements relating to or referencing Tailor Brands or this Agreement without our written permission.
   g) The information contained on the Marketplace is not to be construed as a solicitation, advice or a recommendation and Tailor Brands has no control over and does not guarantee or make any warranties in relation to: (i) the existence, identity, legitimacy, quality, safety or legality of Services Offered; (ii) the truth or accuracy of Partner’s content or listings; (iii) the ability of the Partner to offer Services Offered or any rights or obligations pertaining thereto; (iv) the ability of Buyers to pay for Services Offered or fulfill their commitments under any transactions pertaining thereto; and/or (v) that a Partner or a Buyer will actually complete a transaction.
   h) The Partner shall not offer any service that constitutes a “Defense Service” under the International Traffic in Arms Regulations or otherwise in connection with chemical, biological or nuclear weapons, other nuclear explosive devices, or missiles capable of delivering such weapons. 
   i) The Partner shall not offer any service involving the creation, promotion, and/or distribution of any content which may include, but is not limited to: (i) defamatory, offensive, pornographic, related to child abuse, violent, or related to gambling (unsuitable for individuals under the age of 18 or suitable for adults only); (ii) harmful to rights and liberties of others; (iii) violates intellectual property rights; (iv) discriminatory and/or offensive nature; and (v) in any case prohibited by the applicable laws. 
   j) The Partner shall seek independent advice before entering into any transaction with the Buyers. 
   k) The Partner is solely responsible for its communications and interactions with Buyers. 
   l) The Partner shall not and will not send any messages or communications that are harassing, threatening, inflammatory, or discriminatory. 
   4.10. Audit Rights. The Partner hereby agrees to permit Tailor Brands or a third party independent auditor appointed by Tailor Brands, upon at least thirty (30) days’ notice, during regular business hours, to inspect the records, books, logs and information of the transactions made by the Partner with the Buyers related to the Services Offered, including, without limitation, in order to determine compliance with the payment terms of this Agreement and/or to corroborate that the Partner has not made any prohibited engagement with the Buyers bypassing the terms, conditions and obligations of this Agreement. If the result of the audit reveals that the Partner is in breach or violation of any terms of this Agreement, the Partner shall: (i) immediately remediate the breach or violation (e.g., by making the relevant Payments), and (ii) bear all costs and expenses of such audits. If the Partner does not remediate the breach or violation within 30 days, Tailor Brands may terminate this Agreement immediately for a material breach of the Partner; and Tailor Brands reserves the right to initiate any legal action and use its remedies under the law.
   4.11. Disputes. If the Partner has any issues arising from communications or interactions with others on the Marketplace, the Partner should contact the Buyers or other user directly to resolve the issue. We are not responsible for any issues between Partners and Buyers, including, but not limited to, those that may arise from any agreements between the Partner and the Buyers. Nevertheless, a user may report to us any violation of this Agreement by the Partner or another user or we may independently suspect that one has violated this Agreement. If the Partner is notified by us of a suspected violation of the terms of this Agreement, the Partner shall work with us in a timely manner to resolve the matter and failure to do so is itself a violation of this Agreement.
   
5. Payments. 
   5.1. The Partner shall pay Tailor Brands twenty percent (20%) of the total transaction value, excluding taxes, shipping, and payment processor fees (“Transaction Fees”) as consideration for Partner’s use of the Marketplace (whether up-front payments, milestone payments, royalties, license fees, maintenance fees, sublicense income, or other cash or non-cash consideration), generated from any and all transactions of Services Offered derived from the Marketplace (the “Payment”).
   5.2. Notwithstanding anything to the contrary and to the maximum extent permitted by law, the Payments are not refundable.
   5.3. If, subject to the terms and conditions of this Agreement, the Partner assigns its right to receive the Transaction Fees to a third party (including, without limitation, an affiliate or subsidiary of the Partner), the Partner will still remain responsible and liable to pay Tailor Brands the Payment based upon consideration that the third party assignee receives for the Services Offered to the Buyers.
   5.4. The Payment is due within thirty (30) days of receipt of the Transaction Fees. If the Partner cancels its Account, then the Partner shall immediately pay any unpaid Payments due and payable to Tailor Brands.
   5.5. All Payments arising under this Agreement shall be made in United States Dollars by wire transfer to an account that Tailor Brands will designate; or otherwise, by an alternative method, as instructed by Tailor Brands in writing. 
   5.6. Notwithstanding anything to the contrary, the Partner is solely responsible for calculating, invoicing (if required), validating, and paying all applicable taxes, including sales, use, excise, import, export, value-added (VAT), withholdings, and other imposed taxes related to any Payment. Payments to Tailor Brands shall be made net of any governmental taxes or deductions.
   5.7. Notwithstanding anything to the contrary and to the maximum extent permitted by law, Tailor Brands reserves the right to change the Payment consideration upon thirty (30) days prior notice.

    

6. Intellectual Property
   6.1. Tailor Brands Marketplace. The Marketplace is not for sale and is Tailor Brands’ sole property. All right, title, and interest, including any intellectual property rights evidenced by or embodied in, attached, connected, and/or related to the Marketplace (and any and all improvements, modifications and derivative works thereof) and any other products, deliverables, content or services provided by Tailor Brands, are and shall remain owned solely by Tailor Brands or its licensors. This Agreement does not convey to the Partner any interest in or to the Marketplace other than a limited right to access and use the Marketplace in accordance herewith. The Partner shall not use any trade name, trademark, service mark, logo or commercial symbol, or any other proprietary rights of Tailor Brands or any of our affiliates’ in any manner without our prior written authorization. Nothing herein constitutes a waiver of Tailor Brands’ (or its licensors) intellectual property rights under any law and all rights not expressly granted herein are reserved by Tailor Brands.  Without limiting Tailor Brands rights under this Agreement, and specifically under Section 6.3 below, Partner authorizes Tailor Brands to publicly identify Partner as a participant in the Marketplace and to include Partner’s name, trademarks, logo, and/or relevant information in the Marketplace, on Tailor Brands’ website, and in other promotional and marketing materials. 
   6.2. Feedback. We welcome and are grateful for feedback, comments and suggestions for improvements to the Marketplace (“Feedback”). Any contribution of Feedback does not and will not give or grant Partner or any other user any right, title or interest in the Marketplace or in any such Feedback. All Feedback becomes our sole and exclusive property, and we may use and disclose Feedback in any manner and for any purpose without notice or compensation. The Partner hereby assigns to Tailor Brands any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) in any Feedback.
   6.3. Submitted Content. In connection with use of the Marketplace, the Partner may post, upload, or submit content to be made available through the Marketplace, including images, text, reports, business plans, market studies, scientific research, and other materials related to Services Offered (“Submitted Content”). We may remove or refuse to post any Submitted Content, at our sole discretion. The Partner retains all rights to Submitted Content, except for rights expressly granted herein. We are not responsible for the veracity, accuracy, relevance or quality of any Submitted Content. By using the Marketplace and uploading Submitted Content or otherwise making such content available, the Partner grants Tailor Brands permission to: (i) access, use, host, cache, store, copy, reproduce, distribute, display, transmit, promote, adapt, and modify (for technical purposes, e.g., making sure content is viewable on smartphones as well as computers and other devices) such content in any and all media or distribution methods (now known or later developed), but solely as required to be able to operate, provide, and improve the Marketplace. Such rights and licenses are royalty free, sub-licensable, and worldwide; and (ii) use Partner’s trademarks and logos for the same purposes as above. Notwithstanding anything to the contrary, the license to use of, or access to, your Submitted Content, your trademarks and logos, by Tailor Brands, for the purposes specified in this section, will expressly supersede any click-through, browse wrap and/or other terms related to any of the Submitted Content, trademarks and/or logos. The Partner hereby agrees and understands that Tailor Brands will share the Submitted Content and other relevant information with third parties (including, partners, vendors and service providers) and other entities of Tailor Brands’ group.
   6.4. Landing pages. In connection with the Partner’s landing pages and the co-branded landing pages, Partner retains all rights to the landing page, except for rights expressly granted herein. By using the Marketplace and uploading the landing page URL or otherwise making such information available, the Partner grants Tailor Brands permission to: (i) access, use, host, cache, store, copy, reproduce, distribute, display, transmit, promote, adapt, and modify (for technical purposes) such content in any and all media or distribution methods (now known or later developed), but solely as required to be able to operate, provide, and improve the Marketplace. Such rights and licenses are royalty free, sub-licensable, and worldwide.
   

7. Confidentiality. “Confidential Information” means any non-public information provided by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is identified as confidential or should reasonably be considered confidential given the nature of the information and the circumstances of disclosure, including, without limitation, any trade secrets and information about the Disclosing Party’s business, customers, technology, products and/or services. Confidential Information excludes information that (i) is or becomes generally available to the public without any breach of this Agreement by the Receiving Party; (ii) is received by the Receiving Party on a non-confidential basis from a third party who was not prohibited from disclosing such information; (iii) was known or in the possession of the Receiving Party prior to receiving it from the Disclosing Party, or (iv) was or is independently developed by the Receiving Party without reference to or use of any of the Disclosing Party’s Confidential Information. Each Party shall not disclose Confidential Information of the other Party to any third party, except to its employees, advisers, agents and investors, on a need-to-know basis and subject to substantially similar written confidentiality undertakings. Each Party shall take commercially reasonable measures, at a level at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level), to protect the other Party’s confidential information within its possession or control, from disclosure to a third party. Each Party shall use confidential information of the other Party solely for the purposes expressly permitted under this Agreement (including, for the purposes of due diligence in respect of, and evaluation of, a potential transaction and execution of such a transaction). Notwithstanding anything to the contrary in this Agreement, it shall not be a breach of this Agreement to disclose Confidential Information of the other Party pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the Receiving Party shall, to the extent permitted by applicable law, give the Disclosing Party prompt notice to afford the Disclosing Party adequate time to seek a protective order and shall reasonably cooperate (at the Disclosing Party’s expense) with the Disclosing Party’s efforts in seeking such a protective order.
   

8. Privacy
   8.1. Privacy policy. Our privacy policy is available at https://www.tailorbrands.com/pp. 
   8.2. Personal Information shared by the Partner. To the maximum extent permitted by law, Partner agrees that Tailor Brands may use personal information that Partner provides or makes available to Tailor Brands in accordance with Tailor Brands’ privacy policy, including, without limitation, the information provided by the Partner regarding the usage of the landing pages and/or the Buyers. To the extent that Partner provides personal information to Tailor Brands, each party acknowledges and agrees that it is acting as an independent data controller (as defined by applicable privacy and data protection laws). The Partner represents and warrants that it has at all times complied with and continues to comply with applicable privacy and data protection laws and, in particular, to the extent applicable, has obtained any necessary consents and/or provided any necessary notices, and otherwise have a legal basis to disclose, and/or to cross-border transfer, the personal information to Tailor Brands to use and process any personal information as contemplated by this Agreement. The Partner shall ensure that it is disclosed in the landing pages’ privacy policy the existence of Tailor Brands and Partner shall add a copy of Tailor Brands’ privacy policy to the landing page’s privacy policy. For the avoidance of doubt, when Partner shares the Buyers’ personal information with Tailor Brands, such sharing of information shall not be considered a sale or share of personal information under US state laws (for example, under the California Privacy Rights Act).
   8.3. Buyer’s Information. Except as expressly permitted under this Agreement or authorized by Tailor Brands in writing, Partner shall use Buyers’ information solely for the following purposes: (i) to communicate with Buyers to discuss the Services Offered offer and to answer Buyers’ questions regarding the Services Offered, and (ii) to provide the Services Offered to the Buyers, including, support (if any). You shall not, and you shall not allow or instruct any third party to, use Buyers’ information (including, personal information and contact details) for any other purpose. For example, you may not, directly or indirectly: (a) disclose, share, sale or license any Buyers’ information to any third party, except as necessary for Partner to provide the Services Offered and only if you ensure that every recipient uses the information only for that purpose and complies with any and all restrictions under this Agreement; (b) use any Buyers’ information for any marketing or promotional purposes whatsoever (other than for the Services Offered), including, without limitation, target communications of any kind based on the intended recipient being a Buyer; (c) use any Buyers’ information in any way inconsistent with applicable privacy laws and regulations; (d) contact Buyers to influence them to make an alternative purchases, engagements, or arrangements; (e) disparage us, our affiliates from the engagement with the Buyers to avoid paying the Payment.
   

9. DISCLAIMER OF WARRANTIES. The Marketplace is provided on an “as is” basis, and without warranties of any kind either express or implied. The Partner assumes all responsibility for the selection of the Marketplace to achieve its intended results. TAILOR BRANDS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. TAILOR BRANDS DOES NOT WARRANT THAT THE MARKETPLACE AND/OR ANY OF ITS SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. TAILOR BRANDS DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT, TRANSACTION, INFORMATION, OR RESULTS THAT YOU OBTAIN THROUGH THE MARKETPLACE OR ANY OF TAILOR BRANDS’ PRODUCTS AND/OR SERVICES. PARTNER’S USE OF AND RELIANCE UPON THE MARKETPLACE IS ENTIRELY AT PARTNER’S SOLE DISCRETION AND RISK, AND TAILOR BRANDS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO PARTNER IN CONNECTION WITH ANY OF THE FOREGOING. THE PARTNER AGREES THAT TAILOR BRANDS WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

10. Limitation of Liability and Indemnification
    10.1. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TAILOR BRANDS BE LIABLE: (A) FOR DAMAGES OF ANY KIND, INCLUDING INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER DAMAGES OR LOSSES, ARISING OUT OF, OR RELATED TO, USE OR INABILITY TO USE THE MARKETPLACE, INCLUDING ANY INTERACTIONS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF TAILOR BRANDS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; OR (B) FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH THE THIS AGREEMENT, USE OR PERFORMANCE OF THE MARKETPLACE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY. NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TAILOR BRANDS’ TOTAL AND AGGREGATE LIABILITY AND RESPONSIBILITY UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES FINALLY AWARDED BY COMPETENT COURT, SHALL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100), OR THE AMOUNTS ACTUALLY PAID TO TAILOR BRANDS, IF ANY, IN THE PAST THREE (3) MONTHS. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS ITS ESSENTIAL PURPOSE.
    10.2. Indemnification. The Partner shall defend, indemnify and hold Tailor Brands and its affiliates and respective officers, directors, agents, consultants and employees harmless from and against any and all claims, costs, damages, losses, liabilities, fines, and expenses (including attorneys’ fees and costs) arising out of, or in connection with: (a) any breach or violation or any terms of this Agreement or any applicable law or regulation; (b) a violation of any rights of any third party, including any intellectual property right, publicity or privacy right, or confidentiality obligation; (c) Submitted Content and landing pages; (d) any claim or dispute with a Buyers of the Marketplace, including, without limitation, related to the Services Offered; and/or (e) its negligence, fraud and willful misconduct.

11. Non-Compete. Non-Solicitation.
    11.1. Non-Compete. The Partner may gain access to our proprietary knowledge and trade secrets, which may cause us harm if used for the benefit of a competing business. The Partner thus agrees to, during the Term and for an additional period of 12 months thereafter, refrain from directly or indirectly engaging with or having an interest in any business which is in direct or indirect competition with the business of Tailor Brands (including, without limitation, the Marketplace and Tailor Brands’ products and services).
    11.2. Non-Solicitation. The Partner shall not, during the Term of the Agreement and for a period of 12 months after the termination or expiry of this Agreement, directly or indirectly induce, or assist in inducing, any employee, Buyers or service providers of Tailor Brands, with whom the Partner has had dealings in connection with the performance of this Agreement, to leave its employment or engagement (except by regular recruitment by general advertising not targeted at a specific person) or to transact with the Buyers bypassing Tailor Brands to avoid paying the Payment. 

12. Term and Termination.
    12.1. Term. This Agreement shall commence on the date you register to the Marketplace and shall remain in full force and effect for a period of one (1) year unless earlier terminated as set forth in Section 12.2 (Suspension or Termination) below (the “Initial Term”), and thereafter will be automatically renewed for successive one (1) year term period (each a “Renewal Term” and together with the Initial Term, the “Term“), except that Partner notifies Tailor Brands at least thirty (30) days in advance.
    12.2. Termination for convenience. Tailor Brands may terminate this Agreement with immediate effect upon 30 days written notice to Partner.
    12.3. Suspension or Termination. In the event of bankruptcy or insolvency of either Party, both Parties reserve the right to terminate this Agreement immediately upon written notice to the other Party. If we believe, suspect or become aware that Partner’s activity on the Marketplace violates or breach, or could violate or breach, this Agreement, we may remove Partner from the Marketplace. If Partner breaches any of the provisions of this Agreement, or if Tailor Brands receives a facially valid subpoena, court order or other binding order from a government authority requiring us to do so, Tailor Brands may remove Partner from the Marketplace, with or without providing notice, unless otherwise required by law. 
    12.4. Effect of Termination and Survival. Upon termination, Tailor Brands will take down the Partner’s publication/listing from the Marketplace within a reasonable period of time, which is usually up to thirty (30) days. The following sections shall survive termination of this Agreement by any reason, this section 12, limitation of liability, indemnification, disclaimer of warranties, intellectual property rights, confidentiality and privacy. Termination will not limit any of Tailor Brands’s other rights or remedies at law or in equity. The Partner must settle all outstanding Payments promptly upon termination or expiration of this Agreement, but in no event later than ten (10) days.

13. Miscellaneous. This Agreement, and any exhibits attached or referred hereto (if any), represents the entire agreement between the Parties concerning the subject matter hereof, replaces and supersedes all prior and contemporaneous oral or written understandings and statements, and may be amended only by a written agreement executed by both Parties. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement does not create any third-party beneficiary rights in any individual or entity not a party to this Agreement, and Partner’s use of subcontractors to perform any obligations to Buyers (as permitted by such respective Buyers) will not relieve Partner of any of Partner’s obligations to us under this Agreement. This Agreement may not be assigned, in whole or in part, by either Party without the prior written consent of the other Party; except that Tailor Brands may assign this Agreement or its rights or obligations hereunder to: any affiliate thereof, or to a successor or any affiliate thereof, in connection with a merger, consolidation or acquisition of all or substantially all of its shares, assets or business relating to this Agreement. Any prohibited assignment will be null and void. Subject to the foregoing, this Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the parties hereto. The provisions of Section 29 of our Terms of Service (“Class Action Waiver; Jury Waiver; Governing Law and Jurisdiction”) will also apply to this Agreement. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or construction of this Agreement. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties. Tailor Brands will not be liable for any delay or failure to provide the Services Offered or any other product or services resulting from circumstances or causes beyond the reasonable control of Tailor Brands. Neither we nor our respective affiliates will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from a force majeure event; ‘force majeure event’ means acts of God, epidemics, pandemics, labor disputes or other industrial disturbances, electrical or power outage, utilities or telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war, or any other cause beyond our reasonable control. The failure by either Party to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit such party’s right to enforce such provision at a later time. All waivers by a Party must be in writing and sent to the other Party to become effective. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect the intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect. In connection with this Agreement, each party will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and economic sanctions programs implemented by the Office of Foreign Assets Control. This Agreement may be executed in electronic counterparts, each of which counterpart, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same agreement. The Partner is invited to explore added benefits and collaboration opportunities by joining Tailor Brands’ affiliates program at https://tailorbrands.hasoffers.com/terms. We reserve the right, at our discretion, to change the Marketplace and/or this Agreement at any time. To the maximum extent permitted by law, such a change shall be notified to the Partners ten (10) days in advance (unless required earlier  to comply with applicable law), and your continued use of the Marketplace thereafter means that you accept those changes. You may contact us regarding the Marketplace or this Agreement via email at [email protected].