Welcome to Filanthropists.com™ ("Site") an online shopping mall dedicated to providing shoppers ("Customers") one convenient location at which they can shop for a multitude of products and services ("Goods") all of which directly benefit charitable causes, brought to you by Filanthropist.com Inc. ("Filanthropists.com™, Inc.", "Company", "we", "our", "us").
In order to become a Filanthropists.com™ merchant ("Merchant", "you"), you must agree to these terms and conditions of use and service ("Terms", "Terms and Conditions") and all of the Filanthropists.com™, Inc. related conditions. By offering your Goods through the Site or otherwise accessing or using the Company Site, you affirm, acknowledge and agree to all Terms and Conditions and as such Terms and Conditions.. If you do not agree to the Terms, now or in the future, it is your decision to elect not to become a participating Merchant by your lack of use of Filanthropists.com™, Inc. In the event you do decide to sign up as a Merchant and then elect not to continue your participation in and with Filanthropists.comTM, Inc you must notify Filanthropists.com™, Inc. via formal written notice within 24 hours. Upon cancellation of your account; Company will deactivate your account, erase any such Content which may have been posted by you and you agree that Company shall be under no obligation to you henceforth. You also agree that until such time you sign up for a new account and such new account is approved by Company; based upon your prior election to cancel your first account and until such time you are provided with a new and active account you do not participate in, hold no and maintain no relationship with Filanthropists.com whatsoever.
The Terms are subject to change at the sole discretion of Filanthropists.com™, Inc. In the event any and/or all Terms and Conditions are changed by Filanthropists.com™, Inc; the Company shall provide email notification to you. In the event you do not agree to such changes you have the right to elect cancellation of your account. In the event you do not confirm receipt of such Term(s) and Condition(s) change within five (5) days from date of Filanthropists.com™, Inc; the Company shall interpret such lack of response your tactic agreement to any and/or all change(s) and your account and relationships shall remain in full force and effect until such time you cancel your account or the relationship between you and the Company has been terminated.
Filanthropists.com™ reserves the right to review and accept, reject or request more information from any entity that applies to be a Filanthropists.com™ Merchant, at its sole discretion and shall be and/or is not under any obligation to accept any Merchant to participate in and with Filanthropists.com™, Inc unless and until Company sees fit . In order to ensure our Customers the best online retail experience possible, we reserve the right to implement and modify additional Merchant requirements governing our Customers' shopping experiences on the Site, at our sole discretion.
The Site is limited to Merchants operating in the United States.
Filantrophists.com™ acts as a shopping mall for customers who wish to patronize merchants that support charitable causes. In order to facilitate the relationship between the Merchants and Customers, Filanthropists.com™ charges a fee of five (5) percent (%). Such percentage is inclusive of shipping and handling but exclusive of any taxes. Additionally the Company shall collect an additional one dollar ($1.00) at the time the sale is made on the Site ("Fees"). Fees are subject to change by Filanthropists.com™ providing Notice. Merchant is solely responsible for communicating policies regarding and for fulfilling any returns and exchanges directly with the customer. You acknowledge that any fees which are charged by Filanthropists.comTM, Inc. upon facilitation of sale are not refundable and are not subject to any return or equivalent item of/for cash value.
Representations and Warranties
You represent and warrant that all information submitted by you is accurate, true and correct. You recognize that Filanthropists.com™ and its users rely on the statements and information you provide, via the Site, your website and otherwise, regarding the quality, origin and other pertinent facts about the Goods you offer, as well as on your representations regarding the charitable organizations you support, in associating and transacting business with you. To the extent that any such information provided proves to be false or misleading, and based on information and belief Filanthropists.com™ has the right and also reserves the right to immediately terminate, suspend, halt, cease and or cancel your vendor account at Company's sole discretion. In the event Company takes any steps of the former you affirm, acknowledge and agree that Company shall incur no liability and you have no cause to and of claim within respect to any such action. Filanthropists.com™ reserves the right at any time to audit Merchant at any time. Such reasons for audit includes but is not limited to Company information or belief and/or information provided by you to confirm the accuracy that charitable contributions promised as a result of sales are actually made.
You represent and warrant that the Site, its practices and policies, and all Goods offered or sold by you through the Site comply with all Federal and State applicable laws, guidelines and regulations, including but not limited to those related to consumer safety, consumer protection, labeling, child labor, etc.
You represent and warrant that your activities in connection with the Site and sale of the Goods will not violate any proprietary rights of third parties, including without limitation, patents, copyrights, or trade secrets. In the event such violation occur(s) you agree that you shall hold harmless and indemnify Company from any and/or all claim which may be brought against you for such violation.
The Site and all its contents are provided on an "AS IS" basis and "WITH ALL FAULTS" and with no warranties whatsoever. Filanthropists.comTM does not warrant, without limitation, that the Site will operate uninterrupted or without errors. Filanthropists.comTM disclaims all warranties, express or implied, including but not limited to any warranty of merchantability or fitness for a particular purpose.
Filanthropists.com™ does not control and is not responsible or liable for any content posted by its users.
Taxes: Filanthropists.com™ will charge and remit New Jersey sales tax for sales to New Jersey customers' purchases which are generated by the web site. To the extent any taxes may be due to any taxing authorities, Filanthropists.comTM undertakes no such obligation or responsibility in that regard and shall not be liable for any such tax. In the event it is warranted you shall be responsible for any and all taxes associated with any transaction in any other state and or the state in which you are based it shall be your obligation to do so. Such tax shall include but is not limited to your personal and or company income tax, vendor related tax, employment taxes, federal income taxes and any state income tax which may/is generated by a sale(s) from the web site and you agree that this is you shall release, hold harmless and indemnify Filanthropists.com™ from any such action brought upon you in the event you violate any tax law(s).
The Filanthropists.com™, Inc web Site and all Company content on the Site, including but not limited to, text, images, photographs, illustrations, design, artwork, or other copyrightable materials, trademarks, service marks and trade names (the "Content") are the property of Filanthropists.com™ and are protected pursuant to U.S., foreign and international copyright and trademark laws and treaties.
Except as explicitly allowed in writing by Filanthropists.com™, Merchant may not and agrees not to reproduce, modify, create derivative works from, display, publish, distribute or disseminate the Site or any of its Content to any third party or in any manner without the express written consent of Filanthropists.com™. Merchant may not and agrees not to decompile, disassemble, reverse engineer or otherwise attempt to discover any source code contained on the Site.
You agree and affirm when you provide Content of any kind for use on the Site; you grant Company a non-exclusive, worldwide, perpetual, irrevocable and royalty-free right and license to use the Content on the Site as contemplated by Filanthropists.comTM and these Terms. Filanthropists.com™, Inc has the right to accept and/or reject any such information which may be provided by you and shall have the right; at their sole discretion to eliminate, modify and or alter Content provided by you.
Our Customers may submit comments and opinions regarding their experiences with Merchants, including you, and their Goods ("Customer Submissions"). Filanthropists.com™ is not responsible in any way for any Customer Submissions and you agree that you shall release and hold harmless Company and company holds no liability as such liability may/shall relate to Customer Submissions . If you believe a Customer Submission is materially false or inaccurate, you may contact us and we will investigate and there from based upon our information and belief Company shall have the right to maintain and/or remove Customer Submission at our sole discretion.
Limitation of Liability
Filanthropists.com™ is not responsible for the actions or content of third parties, including but not limited to that of Our Customers. Merchant hereby releases Filanthropists.comTM, its affiliates, directors, officers, employees, agents, and service providers from any and all claims and damages, known and unknown, arising out of or in any way related to such third parties, even if Filanthropists.com™ has been advised of the possibility of such damages. The aggregate liability of Filanthropists.com arising out of these Terms and its relationship with Merchant will not exceed the greater of one hundred dollars ($100).
Notwithstanding anything to the contrary herein, under no circumstances shall Filanthropists.com™ be liable to Merchant for any lost profits, special, incidental, punitive or consequential damages, even if Filanthropists.com™ has been advised of the possibility of such damages.
Merchant will indemnify, defend and hold Filanthropist.com™, its affiliates, directors, officers, agents, contractors, heirs, successors, assigns and employees harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including attorney's fees, arising out of or in connection with (I) the breach of any representation, warranty or obligation made or undertaken herein; (ii) any liability for any sales, use and/or other tax(s) associated with any transaction, except as specifically set forth herein; (iii) any Goods sold or offered for sale through the Site and any related transactions or communications between Merchant and Customer; (v) or your violation of any law or rights of your affiliates, directors, officers, agents, contractors, heirs, successors, assigns and employees any third parties or Customers.
Resolution of Disputes
Any claim, dispute or controversy arising out of or related to these Terms and Conditions, the Site or our relationship which cannot be settled by and between the parties; hereunder the "Dispute" shall be submitted by the parties to confidential arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. You submit to the jurisdiction and proceedings herein except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights or the intellectual property rights of our affiliates, partners or licensors, or to the extent that we otherwise have a cause of action in equity, we shall seek injunctive or other appropriate relief in any court of competent jurisdiction and you agree to consent to jurisdiction and venue in any such court for such purposes. The arbitration award shall be binding and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any party subject to these Terms, whether through class arbitration proceedings or otherwise.
You agree and affirm these Terms and Conditions shall be deemed to have been made and executed in the State of New Jersey and any dispute arising hereunder shall be resolved in accordance with the laws of New Jersey. The parties consent and submit to the jurisdiction of the federal and state courts located in the State of New Jersey; Country of Bergen and any related action or suit shall only be brought in any federal or state court with appropriate jurisdiction over the subject matter sitting in the State of New Jersey; County of Bergen. You agree to hereby waive any proposed or supported defenses based upon the venue, lack of personal jurisdiction, sufficiency of service or process or the like in any permitted action or suit brought in the State of New Jersey.
Waiver & Severability
In case any individual term or term(s) herein shall be held invalid, illegal or unenforceable in whole or in part, the validity of the remaining part of such term or the other terms shall remain unaffected and valid.
Company has the right to terminate this agreement effective immediately for cause and or any violation(s) or breech of any Term and Condition contained herein by you. This Agreement shall be valid until such termination. In the event either party whishes to terminate this Agreement for any other reason each shall have the right to do so via formal written notice. Such written notice shall be sent to the other party and from receipt of request termination shall take effect within seven (7) days from receipt of request. Upon final termination and deactivation or your account with Company; you agree that Company shall no and hold no further obligation to you in any manner. Further you agree that you shall abide by the integrity of and of these actual terms and conditions as they remain in full force and effect in perpetuity even upon termination for cause or no cause.
To be effective, all communications and notices relating to this Agreement from Filanthropists.com™ to Merchant shall be sent by email to Vendor's registered email address and/or by notice posted to the Merchant section of the Site. All communications and notices relating to this Agreement from Merchant to Filanthropists.comTM shall be sent to Filanthropists.com™ at email@example.com.
This Agreement constitutes the full and legally binding agreement between the parties (you and Filanhtropists.com™) herein and therefore supplements, replaces and supersedes any and or all prior communications and agreements (either verbally and/or in written form) by and between the parties. Terms and Conditions may not be modified, altered or amended except in writing and as mutually agreed to by both parties. The parties agree that any specific change(s) shall be referenced to this Agreement in either "exhibit" or "addendum" amending only such mutually agreed to changes and shall be affixed hereto.