General Terms

By registering and using the services of INNERTREND.com, Vendor and or Vendors company agree to be bound by the terms of this Agreement.

As used in this Agreement, "we," and "INNERTREND.com" means INNERTREND LLC or any of its affiliates, and "Vendor" means the applicant (if registering as an individual), or the business employing the applicant (if registering as a business). If there is any conflict between these General Terms and the specific Service Terms, the Service Terms will govern.

1. Enrollment

To begin the enrollment process, Vendor must register on the site. Use of the Services is limited to parties that can lawfully enter into and form contracts. As part of the application, Vendor must provide us with Vendor�s legal and/or business name, address, phone number and e-mail address. We may terminate the Services at our sole discretion, without notice, and at any time.

2. Independent Contractor Relationship of Parties

This Agreement is not intended to nor does it establish or form a joint venture, agency, partnership, employer/employee relationship, corporation or any other formal business association between the parties hereto.  The rights and obligations of Parties shall be only as expressly set forth in this Agreement.  Vendor shall perform under this Agreement as an independent contractor and not as an employee, partner or agent of INNERTREND LLC. Vendor will not hold itself out as an employee of INNERTREND LLC and acknowledges that it shall have no right or entitlement in or to any benefit program now or hereafter available to INNERTREND LLC employees. INNERTREND LLC will not withhold any amounts for payment of taxes, contributions, or deductions from the compensation to Vendor. Any and all sums subject to deductions required to be withheld and/or paid under any applicable federal, state, or local law or union or professional regulation shall be Vendor�s sole responsibility and Vendor will indemnify and hold harmless INNERTREND LLC from any and all damages, claims, and expenses arising or resulting from any claims asserted by any taxing authority as a result of or in connection to such compensation. Vendor shall be solely responsible for determining the means and methods for performing the Work.

3. Service Fee Payments

Fee details are described fully herein. Vendor is responsible for all of Vendor�s expenses in connection with this Agreement, unless otherwise stated herein. To use a Service, Vendor must  set up an Account through PAYPAL with valid credit card information from a credit card issued to Vendor by a United States bank ("Vendor Credit Card") as well as valid bank account information for a bank account in Vendor�s name that is located within the United States ("Vendor�s Bank Account"). Vendor will use only a name Vendor is authorized to use in connection with the Service and will update such information as necessary to ensure that it at all times remains accurate and complete.

THE FEE SCHEDULE IS AS FOLLOWS:

Service                                                                                    Price

Application to be a Designer on the Site                    Free

Designer Product Line on Innertrend.com                 $15 per month rental fee + 30% split each sale to Innertrend LLC               

Designer Store Front on Innertrend.com                    $25 per month rental fee + 25% split each sale to Innertrend LLC               

Vendor authorizes INNERTREND LLC to withhold any payments until it is verified that Vendor has fulfilled its obligations under this Agreement and any Order, to verify Vendor information (including any updated information) and to obtain credit reports about Vendor from time to time. At INNERTREND LLC's option, all payments will be remitted to Vendor�s through an Automated Clearing House ("ACH") system. In addition INNERTREND LLC may instead choose to either (a) offset any amounts that are payable by Vendor to us against any payments we may make to Vendor, or (b) invoice Vendor for amounts due to us under this Agreement, in which case Vendor will pay the invoiced amounts upon receipt. All amounts contemplated in this Agreement will be expressed and displayed in dollars, and all payments contemplated by this Agreement will be made in dollars. The Parties acknowledge and agree that any Referral Fees paid to INNERTREND LLC under any Service Terms will be allocated as consideration for advertising services and intangible rights granted by us to Vendor hereunder. If we discover erroneous or duplicate transactions, then we reserve the right to seek reimbursement from Vendor by deducting from future payments owed to Vendor or seeking such reimbursement from Vendor by any other lawful means.

If INNERTREND LLC reasonably concludes based on information available to us that Vendor actions and/or performance in connection with the Agreement may result in a significant number of customer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to Vendor under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with the Agreement.

4. Term and Termination

The term of this Agreement will start on the date of Vendor�s completed registration and continue until terminated. We may terminate or suspend this Agreement or any service immediately by notice to Vendor for any reason at any time. Vendor may terminate this Agreement or any service for any reason at any time by the means then specified by INNERTREND LLC. Termination or suspension of a service will not terminate or suspend any other service unless explicitly provided. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections  2, 3, 4, 5, 6, 7, 8, 9, 11, 13, 14, 15, 17, 18, 19 and 20 will survive termination. Any terms that expressly survive according to the applicable Service Terms will also survive termination.

5. License

Vendor grants a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of Vendor Materials. INNERTREND LLC will not alter any of Vendor�s Trademarks from the form provided by Vendor (except to re-size trademarks to the extent necessary for presentation) and will comply with removal requests as to specific uses of Vendor�s Trademarks. Nothing in this Agreement will prevent or impair our right to use Vendor�s Materials without consent to the extent that such use is allowable without a license from Vendor or its affiliates.

6. Representations and Warranties

Vendor represents and warrants that: (a) if a business, Vendor is duly organized, validly existing and in good standing under the laws of the State of formation within the United States; (b) Vendor�s principal place of business (or, if Vendor is registering as an individual, Vendor�s primary place of residence) is located within the United States and all operations relating to this Agreement will be conducted within the United States; (c) Vendor has the right, power and authority to enter into this Agreement, perform its obligations, and grant all rights, licenses and authorizations granted hereunder; and (d) Vendor and its agents and suppliers comply with all applicable Laws in the performance of its obligations and exercise of rights under this Agreement.

Vendor shall at all times conduct itself with the highest standards of honesty, integrity and fair dealings. Vendor warrants that its products are of good quality and free from any and all defects, and that the product will conform with the requirements of this Agreement and all representations made on INNERTREND.com. Without limiting any other remedy of INNERTREND LLC, Vendor agrees to repair or replace, at its sole expense, any and all Products or materials that do not conform to this warranty. Vendor warrants that the replacement Products are of good quality and free from any and all defects, and that the replacement will conform with the requirements of this Agreement and any representation on INNERTREND.com.  Without limiting any other remedy of INNERTREND LLC, Vendor agrees to repair or replace, at its sole expense, any and all Products or materials that do not conform to this warranty. Vendor shall secure for INNERTREND LLC all written guarantees and warranties called for in this Agreement and all other guarantees and warranties which are usual and customary. 

7. Indemnification

To the fullest extent permitted by law, Vendor shall indemnify, defend and hold harmless INNERTREND LLC and its agents, representatives, directors, officers and employees, from and against any and all liability, cost, and expense, including attorneys� fees, claims, demands, causes of action, judgments, loss or damage on account of or relating to: (a) Vendor�s actual or alleged breach of any obligations in this Agreement; (b) any sales channels owned or operated by Vendor, Vendor�s products (including the offer, sale, fulfillment, refund, or return thereof), Vendor materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death or property damage related thereto; or (c) Vendor�s taxes. Vendor will use counsel reasonably satisfactory to INNERTREND LLC to defend each indemnified Claim. If at any time we reasonably determine that any indemnified Claim might adversely affect us, we may take control of the defense at our expense. Vendor may not consent to the entry of any judgment or enter into any settlement of a Claim without the prior written consent of INNERTREND LLC, which may not be unreasonably withheld. Payments owing to Vendor may be withheld pursuant to terms outlined in this Agreement as may be reasonably necessary to protect INNERTREND LLC against any and all claims that may be filed under this section. The indemnification by Vendor provided in this Section shall survive the termination of this Agreement to the fullest extent permitted by law.

8. Disclaimer

THE SERVICES OF INNERTREND.COM AND ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION ARE PROVIDED "AS-IS." AS A SELLER, VENDOR USES INNERTREND.COM AT VENDOR�S RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, INNERTREND LLC HEREBY WAIVES AND DISCLAIMS: ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT; IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. INNERTREND LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES WILL MEET VENDOR�S REQUIREMENTS OR BE AVAILABLE, UNINTERRUPTED OR ERROR FREE, AND WE ARE NOT LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY TRANSACTIONS.

9. Limitation of Liability

INNERTREND LLC IS NOT LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY) OR OTHERWISE) TO VENDOR OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY VENDOR IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF INNERTREND LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTH PERIOD PAID BY VENDOR TO INNERTREND LLC IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.

10. Tax Matters

As between the parties, Vendor will be responsible for the collection and payment of any and all of Vendor�s Taxes. Any and all fees payable by Vendor pursuant to this Agreement are exclusive of all sales, use and similar taxes, and Vendor will pay any taxes that are imposed and payable on such amounts. If INNERTREND LLC is required by law or by administration thereof to collect any sales, use or similar taxes from Vendor, Vendor will pay such taxes to INNERTREND LLC.

11. Confidentiality

During the course of Vendor�s use of the site, Vendor may receive information relating to INNERTREND LLC or to the Services that is not known to the general public ("Confidential Information"). Vendor agrees that: (a) all Confidential Information will remain INNERTREND LLC�s exclusive property; (b) Vendor will use Confidential Information only as is reasonably necessary for Vendor�s participation; and (c) Vendor will not otherwise disclose Confidential Information to any individual, company, or other third party. Vendor may not issue any press release or make any public statement related to the Services, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission, or misrepresent or embellish the relationship between us in any way.

12. Force Majeure.

Parties shall not be responsible for delays, interruptions, or suspensions of performance that are beyond the control of Parties and are caused by acts of God, governmental authority, strikes or labor disputes, fires or other loss of facilities, breach by suppliers of supply agreements, or other similar or dissimilar cause beyond the reasonable control of that party. Delays caused by force majeure shall be excusable, but shall not be compensable. Vendor waives all claims for compensation based on force majeure delays. It shall be Vendor�s responsibility to demonstrate that delay in performance required under this Agreement was caused specifically by "force majeure".

13. Use of INNERTREND LLC Transaction Information

Vendor and Vendor Affiliates will not, directly or indirectly: (a) disclose or convey any INNERTREND LLC Transaction Information (except Vendor may disclose this information as necessary for Vendor to perform Vendor�s obligations under this Agreement and provided that Vendor ensures that every recipient uses the information only for that purpose and complies with the restrictions applicable to Vendor related to that information); (b) use any INNERTREND LLC Transaction Information for any marketing or promotional purposes whatsoever (except as permitted below), or otherwise in any way inconsistent with our or Vendor privacy policies or applicable Law; (c) contact a Person that has ordered Vendor Products that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Person to make an alternative purchase; (d) disparage INNERTREND LLC, our affiliates, or any of their or our respective products or services; or (e) target communications of any kind on the basis of the intended recipient being an INNERTREND.com user. The terms of this Section 13 do not prevent Vendor from using other information that Vendor acquires without reference to INNERTREND LLC Transaction Information for any purpose, even if such information is identical to INNERTREND LLC Transaction Information, provided that Vendor does not target communications on the basis of the intended recipient being an INNERTREND.com user.

14. Modification

INNERTREND LLC may amend any of the terms and conditions contained in this Agreement at any time and solely at our discretion. Any changes will be effective upon the posting of such changes on Vendor�s Account or on the INNERTREND.com website, and Vendors are responsible for reviewing these locations and informing itself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least 30 days. Changes to any Policies may be made without notice to Vendor. Vendor should refer regularly to Vendors Account and Vendor Agreement pages to understand the current Agreement and Policies and to be sure that the items Vendor offers for sale can be sold. VENDOR�S CONTINUED USE OF A SERVICE AFTER INNERTREND LLC'S POSTING OF ANY CHANGES WILL CONSTITUTE VENDOR�S ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF VENDOR DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, VENDOR MUST TERMINATE THIS AGREEMENT AS PROVIDED ABOVE.

15. Disputes and Remedies

Any claim arising out of or attributable to the interpretation or performance of this Agreement, which cannot be resolved by negotiation, shall be considered a dispute within the meaning of this section. If INNERTREND LLC and Vendor are unable to resolve a claim for adjustment, either party shall notify the other that a dispute exists and request a final determination by INNERTREND LLC. Any request by Vendor shall summarize the facts in dispute and Vendor�s proposed resolution.

Within fifteen (15) calendar days of INNERTREND LLCs notification or Vendor�s request to institute a dispute, INNERTREND LLC shall provide a written determination setting forth the contractual basis for its decision and defining what adjustments it considers equitable. INNERTREND LLC�s determination shall be final.

16. Password Security

Any password provided to Vendor may be used only during the Term to access Vendors Account (or other tools we provide) to use the Service, electronically accept Vendor�s Transactions, and review Vendor�s completed transactions. Vendor is solely responsible for maintaining the security of Vendor�s password. Vendor may not disclose Vendor�s password to any third party (other than third parties authorized by Vendor to use Vendor�s account in accordance with this Agreement) and are solely responsible for any use of or action taken under Vendor�s password. If Vendor�s password is compromised, Vendor must immediately change password.

17.  Governing Law 

This Agreement and all rights, remedies and obligations deriving from this Agreement including, but not limited to, matters of construction, validity and performance shall be governed by the laws of the State of Michigan.  Any suit regarding this Agreement must be brought in a court of competent jurisdiction in Oakland County, Michigan.

18.  Entire Agreement; Modifications; and Amendments

This Agreement, together with any applicable Service Agreements, constitutes the entire agreement between the Parties and supersedes all previous agreements, promises and representations, whether written or oral, between the Parties with respect to the subject matter herein.  If there is any conflict between the provisions of this Agreement and the provisions of any Service Agreement or other related document, then the provisions of the applicable Service Agreement shall control, followed by this General Agreement. 

19.  Electronic Reproduction of Agreement

Vendor hereby agrees that an electronically reproduced version of this accepted Agreement is deemed an original and may be introduced or submitted in any action or proceeding as evidence of the execution, terms, conditions, and existence hereof notwithstanding the failure or inability to produce an original, fully executed version of the Agreement and without that the unavailability of such of such original be first proven.  

20. Miscellaneous

Vendor may not assign this Agreement, by operation of law or otherwise, without INNERTREND LLC prior written consent. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. INNERTREND LLC�S failure to enforce Vendor�s strict performance of any provision of this Agreement will not constitute a waiver of our right to enforce such provision or any other provision of this Agreement subsequently at any time. INNERTREND LLC retains the right to immediately halt any transaction, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by the applicable Policies.

All notices and other communications regarding this Agreement to Vendor will be sent to the e-mail addresses Vendor designates for notifications and updates in Vendor�s program application or within Vendors Account, or by any other means then specified by INNERTREND LLC. Vendor may change Vendor�s e-mail addresses by logging in to Vendor�s account and clicking on "Change Account Info". Vendor will update Vendor�s e-mail addresses (as well as Vendor�s legal name, address and phone number) as often as necessary to ensure that they are accurate. Vendor must send all notices and other communication relating to INNERTREND LLC by using the Contact Us form.

This Agreement incorporates and Vendor hereby accepts the applicable Service Terms and any applicable Policies, which INNERTREND LLC may modify from time to time.