JVmarketplace Vendor AGREEMENT

This JVmarketplace Vendor Agreement (this "Agreement") is made by and between BBC Systems Inc., a Florida corporation, d/b/a JVmarketplace or JVmarketplace.net (" JVmarketplace" or "Us" or "We"), and you, as a seller participating in the JVmarketplace network and associated services ("Seller," "Vendor," or "You").

You must agree to abide by the terms and conditions contained in this Agreement in order to participate in the network and services provided by JVmarketplace.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE REGISTERING FOR THE JVmarketplace NETWORK AND SERVICES. By signing up for the JVmarketplace network and services, you indicate your acceptance of the terms and conditions set forth in this Agreement.

If you do not accept this Agreement, do not register for or continue use of the JVmarketplace network or services.

1. Definitions. The following is a list of defined terms used throughout this Agreement.

a. Affiliate. An "Affiliate" is an individual or entity that registers with JVmarketplace and agrees to display Links (hereinafter defined) and otherwise market products or services for Sellers (hereinafter defined) in order to generate approved sales by such Sellers, in exchange for commissions.

b. Insertion Order. An "Insertion Order" is the form describing the particular specifications by which a Seller is willing to allow an Affiliate to market its products or services. Insertion Orders may specify types of media used (e.g., Links or banner ads), details of approved sales, and commissions available for such approved sales. Insertion Orders may appear under a Seller's page in the Product Library or may be supplied separately to an Affiliate.

c. Link. A "Link" is a hyperlink placed by an Affiliate that, when clicked on, serves the Seller's website to the internet user's browser. The Link may be in the form of text, a product image, a button, a banner, or any other format acceptable to the Seller and defined in an applicable Insertion Order.

d. Vendor/seller. A “Vendor” is an individual or entity that registers with JVmarketplace and agrees to pay a commission for approved sales to a customer or user generated by an Affiliate registered with JVmarketplace. A Vendor may also be referred to as a "Seller”.

2. The Service. JVmarketplace operates a program (the "Affiliate Program") whereby you can sign up with JVmarketplace in order to arrange to have Affiliates post Links and otherwise market your products or services, pursuant to the individual terms you propose.

All relationships and interactions between You and any Affiliates will be managed by and conducted through the Affiliate Program and will be subject to the terms and conditions of this Agreement and any other applicable policies or agreements listed on the JVmarketplace.net . Each arrangement with each Affiliate will additionally be subject to the terms posted by you in the JVmarketplace Product Library or specified in the applicable Insertion Order.

As part of the Affiliate Program and the service offered on the Site, JVmarketplace may publish ratings for the Affiliates and/or the Sellers participating in the Affiliate Program, based on information supplied by the Affiliate or the Seller during the registration process and on information relating to sales performance for such Affiliate or Seller. Such ratings are based on criteria chosen by JVmarketplace, in its sole discretion. You acknowledge and agree that JVmarketplace has the right to evaluate information relating to you and to publish on the Site the ratings for you, based on the criteria, information, and methods JVmarketplace chooses, in its sole discretion. In no event does JVmarketplace warrant or guarantee correctness, comprehensiveness, completeness, accuracy, timeliness, or fitness for a particular use or purpose of any ratings on the Site, nor does JVmarketplace warrant or guarantee any results or performance based on any particular ratings. Such ratings are provided solely as a tool to aid Affiliates and Sellers in their decision about who they would like to work. You are solely responsible for investigating and determining the Affiliates with which you choose to work and for the consequences of such determination. In no way shall any rating be deemed an endorsement by JVmarketplace of any particular Affiliate.

3. Registration. In order to register as a Seller with JVmarketplace and to participate in the Affiliate Program, You must be at least eighteen (18) years of age and must complete the required application form found on the Site, which requires supplying a name, supplying a valid e-mail address and creating an acceptable password. Additionally, JVmarketplace reserves the right, in its sole and absolute discretion, to (i) deny any person or entity the right to register with JVmarketplace or participate in the Affiliate Program and/or (ii) terminate any person or entity's participation in the Affiliate Program at any time.

As part of the registration process, you will select a username and password combination that you use to access your account within the Affiliate Program (Your "JVmarketplace Account"). You shall provide JVmarketplace with accurate, complete and updated registration information. You may not select the name of another person or entity with the intent of impersonating that person or entity or deceiving Affiliates, other Sellers or other users as to your true identity. You agree that JVmarketplace may rely on any data, information, notice or request furnished to JVmarketplace by you that is reasonably believed by JVmarketplace to be genuine and to have been sent or presented by a person reasonably believed by JVmarketplace to be authorized to act on your behalf. You shall notify JVmarketplace by e-mail sent to the following address of any known or suspected unauthorized uses of your JVmarketplace Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of Your username or password: support[at]JVmarketplace.net.

You are solely responsible for maintaining the confidentiality of Your username and password and are solely responsible for all usage and activity on or through Your JVmarketplace Account, including use of Your JVmarketplace Account by a third party authorized by You. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination of Your JVmarketplace Account by JVmarketplace, in its sole and absolute discretion, and referral to the appropriate law enforcement agencies.

JVmarketplace reserves the right to send e-mails to you at the e-mail address You provide and to otherwise communicate with You for purposes related to the Affiliate Program, including, but not limited to, informing You of applicable changes or additions to the Affiliate Program, the Site or this Agreement.

4. Prohibited Websites, Content, Products, and Services.

You may not use the Affiliate Program to advertise, sell, or link to any websites, products, or services that contain, promote, or engage in any of the following, in JVmarketplace's sole discretion:

  • X-rated or sexually explicit materials;
  • Violence or discord;
  • Discrimination based on race, religion, nationality, disability, sexual orientation or age;
  • Any illegal activity, including hacking;
  • The violation of intellectual property rights; or
  • The violation of any other terms or guidelines posted by JVmarketplace on the Site or in any part of the Affiliate Program.

JVmarketplace reserves the right to prohibit Seller from promoting or selling any website, product, or service through the Affiliate Program in JVmarketplace's sole discretion.

5. Payment Processing. JVmarketplace.net’s payment system will handle all transaction that occur via the JVmarketplace.net website.

JVmarketplace allows a period of 7 days during which your earnings from sales of your products and services are withheld.

This 7 day period allows for easy processing of refund request for your customers if the need arises.

6. Licenses and Intellectual Property. You hereby grant to us a worldwide, nonexclusive, limited, revocable right to use and display on the Site and make available to Our Affiliates for use and display the Links, advertisements and trademarks that you choose to display with JVmarketplace.

We grant you a nonexclusive, non-transferable, revocable, limited license to access and make use of the Site, software and material provided thereon in order to post Your Links, advertisements and related materials; provided, that, you fully comply with this Agreement.

In addition, the registered and unregistered trademarks, service marks, trade names, graphics, logos, page headers, button icons, scripts, trade dress, or other indicia of trade origin (collectively, "Trademarks") of JVmarketplace may not be used in connection with any business, product, or service whose source is not JVmarketplace, in any manner that is likely to cause confusion among customers, the trade, or the public, or in any manner that disparages or discredits JVmarketplace or any of its Affiliates. All other Trademarks not owned by JVmarketplace that appear on the Site are the property of their respective owners, who may or may not be affiliates with, connected to, or sponsored by JVmarketplace. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademarks of JVmarketplace or its Affiliates displayed or contained in the Site without the express, written consent of JVmarketplace or its Affiliates.

All content on the Site, including, but not limited to, text, design, graphics, logos, button icons, images, audio clips, digital downloads, interfaces, data compilations, software, and code, and the compilation of all content on the Site, as well as all software used on the Site, is the property of JVmarketplace, its Affiliates, or its Sellers, and is protected by copyright laws. Nothing contained on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the copyrighted works displayed or contained in the Site without the express, written consent of JVmarketplace.

a. Trademark Use. Notwithstanding the foregoing, you shall ensure proper use of the JVmarketplace Trademarks. You shall properly identify any JVmarketplace Trademarks, including by using the registered symbol, ®, where appropriate, and You shall not change or distort the color, sizing, or other design features of any JVmarketplace Trademarks, only using the JVmarketplace Trademarks as provided by JVmarketplace. You shall not combine the JVmarketplace Trademarks with any other logos, words, graphics, symbols, or other Trademarks. Further, you shall not use the JVmarketplace Trademarks in any way that falsely implies any sponsorship, affiliation, or endorsement of you by JVmarketplace. Whenever you use the JVmarketplace Trademarks, You shall also display in the primary and more prominent position your own logo, company name, and related Trademarks. JVmarketplace reserves the right, in its sole discretion, to modify or terminate your use of the JVmarketplace Trademarks at any time and for any reason, including for failure to comply with these Trademark use requirements.

7. JVmarketplace Commission Fee. JVmarketplace will charge a commission fee of 5% of the gross selling price on each product or service sold by a Seller through the Affiliate Program. CDMS and JVmarketplace.net are all entities affiliated with us, and payment of the commission fee to JVmarketplace may be reflected on your account information as a payment to any of the foregoing entities.

 

8.  JVmarketplace Offer of the day

JVmarketplace provides the Offer of the Day as a service to ensure our vendors stand a better chance to increase their profit by reaching a wider audience.

JVmarketplace will receive a commission of at least 50% to send your offer to our email list and other services we might offer.

The Vendor is expected to provide the emails with which we would market your offer to our list.

JVmarketplace reserves the right to pick any product it finds suitable for the offer of the day based on criteria to see fit.

 

9. Product Library and Insertion Orders. Once you have registered for the Affiliate Program, You are free to list as many of your products or services in the Product Library for which you would like to have Affiliates post Links and otherwise advertise. For each listing, you are free to determine the types of advertisements you would like Affiliates to use (including Links, banner ads, and other advertising materials), the kinds of media in which your approved advertisements can appear, and how much of a commission fee per completed sale will be paid to an Affiliate for advertising such product or service. You must provide this information through an Insertion Order, which you and the Affiliate or Affiliates of Your choosing must agree upon.

10. Affiliate Commission Fee. You agree to pay the agreed-upon commission fee for each completed sale that an Affiliate with whom you have approved to sell your products or services sends to you through the Links or materials it posts in the approved media (the "Commission Fee").

JVmarketplace.net will handle the payment of affiliate commission fees to affiliates who successfully sell your products or service.

11. Taxes and Related Charges. You are solely responsible for ensuring the collection and payment of any and all applicable state, local, or other taxes or related charges arising from any customer purchasing your products or services. You agree to indemnify us from any liability connected with the same.

12. SPAM. SPAM, OR UNSOLICITED COMMERCIAL E-MAIL, IS ABSOLUTELY PROHIBITED. We will terminate Your Account and immediately dismiss you from the Affiliate Program if We determine that You have sent SPAM or Unsolicited Commercial E-mail, whether in connection with the Affiliate Program or otherwise, and You will not be entitled to any payment or reimbursement for funds remaining in Your JVmarketplace account. Further, you also agree to indemnify us from any liability connected with SPAM or unsolicited e-mail transmissions by you or connected to you.

13. Inactive Accounts. JVmarketplace reserves the right, in its sole and absolute discretion, to terminate Your JVmarketplace Account if it is left inactive for more than one (1) year and to remove the same from the Site. An "inactive" account is one for which both of the following are true for at least one (1) year: (i) no one has logged into the account, and (ii) no one has used the account for any transactions with Affiliates.

14. Seller Content. You represent that all content, data, or information You provide to JVmarketplace or post on the Site is solely owned by You or provided by You with the express authority of the person or entity You represent; does not infringe upon any other individual's or entity's rights (including, without limitation, intellectual property rights); and is not defamatory, libelous, unlawful, or otherwise objectionable. You shall not provide, promote, distribute, sell, place, or otherwise publish as an Seller (or in connection with the Affiliate Program) any content, product, service, or website that includes content, that is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. You are solely responsible for the content, products, services, data, and information You provide, promote, distribute, sell, place, or otherwise publish and for Your website.

15. Sale of Physical Products. In addition to the other terms contained in this Agreement, if Seller offers for sale any physical, tangible, and/or non-digital goods or products ("Physical Products") through the Affiliate Program, the following terms apply:

a. Fulfillment and Shipping. Seller is solely responsible for timely fulfilling and shipping all orders for Physical Products and collecting and/or paying the cost for such shipment and fulfillment.

b. Applicable Law and Taxes. Seller is solely responsible for complying with any applicable state, local, federal, or other law, rule, or regulation related to the sale or shipment of any Physical Products. Seller is solely responsible for the collection and payment of any taxes related to the sale of any Physical Products.

c. Refunds. If a customer contacts JVmarketplace and represents that customer purchased, but did not receive, a Physical Product from Seller, JVmarketplace may request that Seller provide JVmarketplace with written confirmation of the shipment and delivery of the Physical Product to customer. If JVmarketplace requests such confirmation and Seller fails to provide such confirmation within two (2) business days of the request, and either (i) more than five (5) business days have elapsed since the customer placed the order with Seller, or (ii) the shipment period stated by Seller in Seller's advertisement, website, or offer to customer has passed, then JVmarketplace reserves the right to issue the customer a refund and offset that amount from amounts owed to Seller or otherwise obtain that amount from Seller, including charging any Seller account on file with JVmarketplace.

d. Representations and Warranties. Seller represents and warrants that any Physical Products offered, advertised, or sold by Seller (i) are not illegal in any jurisdiction in which the Physical Product is manufactured, sold, or shipped; (ii) comply with all applicable laws, (iii) do not infringe upon the rights of any third-party; (iv) are not defective or recalled, (v) do not promote or contain any of the content contained in Section 4, above; and (vi) comply with any and all other terms and guidelines posted by JVmarketplace on the Site and in any other part of the Affiliate Program materials.

16. Representations, Warranties, and Covenants.

a. Mutual Representations.

Each party represents and warrants that: (i) it has the right to enter into and fully perform the services contemplated herein, consistent with this Agreement; (ii) there is no outstanding contract, commitment or agreement to which it is a party that conflicts with this Agreement; and (iii) at all times while Seller is participating in any of JVmarketplace's services, using the Site, or participating in the Affiliate Program, each party shall comply with all applicable laws and regulations. Neither party makes any guarantee, representations or warranties, express or implied, as to the level of consumer response that will result from the Affiliate Program.

b. Seller Representations.

Seller represents and warrants that: (i) Seller's websites, advertisements, links, disclosures, landing pages, claims, representations, scripts, videos, and any other media related to Seller's sale or promotion of its products or services (collectively the "Advertisements") will comply with all applicable State and Federal laws; (ii) Advertisements do not contain or promote, nor link to any website that contains or promotes, libelous, defamatory, abusive, violent, prejudicial, obscene, sexually explicit or illegal content, products, services or activities; (iii) Seller owns or has the legal right to use, distribute, and/or sell (as applicable) all content, copyrighted material, products, and services displayed on Seller's websites and other media; (iv) Affiliate shall not offer or promote products or services (or websites or links to websites) containing any pornographic, racially or ethnically discriminatory, political, software pirating or hacking, hate-mongering, or otherwise objectionable or illegal content; (v) Seller shall at no time use JVmarketplace's proprietary software or any materials provided by JVmarketplace or an Affiliate in any manner other than that which is specifically contemplated herein; (vi) Seller will not engage in any kind of deceitful, deceptive, misleading, or other unfair trade practices or advertising, or any other fraudulent or other unlawful practice; (vii) Seller shall at no time engage in, disseminate, promote or otherwise distribute links or marketing materials through the use of contextual media, specifically, downloadable software (also called adware, pop-up/pop-under technologies, plug-ins, and other names as applicable); (viii) Seller will not provide Links to any website or provide any other advertising materials that contain inappropriate content, which includes, but is not limited to, content that: (a) promotes the use of alcohol, tobacco or illegal substances, nudity, sex, pornography, adult-oriented content (such as phone sex or escort services), expletives or inappropriate language; (b) promotes gratuitous violence, abuse or threats of physical harm; (c) promotes illegal or unethical activity, racism, hate, SPAM, mail fraud, gambling, sweepstakes, pyramid schemes, investment and money-making opportunities or illegal advice; (d) promotes use of illegal substances or illegal activities (such as bomb building, counterfeiting money or using pirate software ); (e) is libelous, defamatory, infringing, false, misleading or contrary to public policy; (f) is otherwise prohibited by Federal or State law; or (g) may bring JVmarketplace or its associated Affiliates (or both) negative publicity; (ix) Seller will not engage in any spoofing, redirecting or trafficking from adult-related websites in an effort to gain traffic or websites that are point, lottery or rewards based and encourage users to click on offers or use offers to generate revenue for users to win points, rewards, or other incentives (unless expressly approved in writing by JVmarketplace); (x) Seller will not violate any third party terms and conditions, which includes, but is not limited to, the unauthorized use of a third party website for commercial gain or post bulletins to non-owned accounts; (xi) Seller will not use deceptive or misleading practices (such as the use of spyware, adware, devices, programs, robots, iframes, hidden pictures, redirects, spiders, computer scripts or other automated, artificial or fraudulent methods designed to appear as if a consumer is generating a lead); and (xii) Seller's products and services do not infringe upon the rights of any third-party.

17. Limitation of Liability; Disclaimer of Warranty. IN NO EVENT SHALL JVmarketplace BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM: (A) VENDOR'S USE OF ANY OF JVmarketplace’s SERVICES OR THE SITE, INCLUDING ANY RELIANCE ON ANY AFFILIATE OR VENDOR RATING ON THE SITE, (B) ANY RATING OF VENDOR AND/OR ANY AFFILIATE DISPLAYED BY JVmarketplace ON THE SITE, (C) VENDOR'S PARTICIPATION IN THE AFFILIATE PROGRAM, (D) ANY OF VENDOR'S PRODUCTS OR SERVICES OR ADVERTISING OR PROMOTIONAL MATERIALS.

DUE TO THE NATURE OF INTERNET AVAILABILITY AND ACCESSIBILITY, DOWN TIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE SITE, THE LINKS, AND ITS SERVICES, OR THE OTHER SERVICES DESCRIBED HEREIN MAY OCCUR. WITHOUT LIMITING THE ABOVE, THE LINKS, THE SITES, THE MATERIALS IN THE PRODUCT LIBRARY AND ANY OTHER INFORMATION OR MATERIALS PROVIDED TO VENDOR ARE PROVIDED "AS IS," WITHOUT ANY WARRANTY OF ANY KIND, AND JVmarketplace MAKES NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES (A) OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS THEREIN; (C) THAT THE SECURITY METHODS EMPLOYED BY JVmarketplace OR ITS AFFILIATES WILL BE SUFFICIENT IN ALL CIRCUMSTANCES OR AGAINST ALL ATTACKS; (D) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY OF ANY INFORMATION SET FORTH THEREIN OR THEREON; (E) AGAINST INTERFERENCE WITH ENJOYMENT OF A PARTY'S WEBSITE. ALL INFORMATION AND COMPUTER PROGRAMS PROVIDED BY JVmarketplace IN THE COURSE OF THIS AGREEMENT ARE PROVIDED WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH THE USER. SOME STATES LIMIT THE ABILITY TO DISCLAIM ALL WARRANTIES, SO THIS CLAUSE OR SOME PORTIONS OF IT MAY NOT APPLY TO YOU.

JVmarketplace’s LIABILITY AND VENDOR'S REMEDIES are limited solely and exclusively to those described herein. JVmarketplace’s liability, whether based On tort, contract, warranty, strict liability, or another legal claim, shall not exceed the amount in commission FEEs paid to JVmarketplace PURSUANT TO THIS AGREEMENT during the six (6) month period PRECEDING THE CLAIM. In no event shall JVZOO be liable for any loss of profits, loss of use, PROPERTY DAMAGE, DAMAGE FOR BODILY INJURY, or ANY indirect, incidental, special or consequential damages, even if JVZOO HAS been advised of the possibility of such damages.

JVmarketplace makes no representations and warranties whatsoever, and disclaims any responsibility and liability, regarding the content or nature of any advertisement or marketing materials, or any product or service advertised in connection therewith or on any linked pages. JVmarketplace has no liability to Seller for unapproved hyperlinks or materials, including all copy, images, URL names and search terms used by Seller for promotions, campaigns or programs. JVmarketplace makes no representations whatsoever about any other website that Seller may access through JVmarketplace's services or the Affiliate Program. When Seller accesses a website that is not associated with and is independent from JVmarketplace, Seller acknowledges that JVmarketplace has no control over the content of such website.

JVmarketplace does not guarantee that Seller will achieve any particular earnings or results through Seller's use of the Affiliate Program.

18. Indemnity. Seller will defend, indemnify, and hold harmless JVmarketplace, the Affiliates, and their affiliates, directors, employees, agents, successors and assigns from and against all claims, actions, losses, liability, damages, costs, and expenses (including reasonable attorneys' fees and expenses) (collectively "Claims") arising from, related to or associated with any acts or omissions of Seller, the advertisement, sale, or use of any of Seller's products or services (including any Physical Products), any breach of this Agreement by Seller, or any breach by Seller of any representations or warranties contained herein. JVmarketplace reserves the right, at Seller's expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Seller hereunder. Seller hereby acknowledges that the Affiliates are intended third party beneficiaries of the foregoing indemnification obligation. No settlement may be consummated without JVmarketplace's express written authorization, which shall not be unreasonably withheld. As part of this indemnification obligation, JVmarketplace shall have the right of offset against any amounts owed hereunder to Seller for any indemnification obligations set forth above.

Seller will immediately notify JVmarketplace of any current, impending, or potential legal action against it by a third party for matters relating to JVmarketplace, the Affiliate Program, this Agreement, or any information provided in connection therewith (or any combination of the foregoing) when the same arises.


19. Force Majeure. Neither party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, shortage of materials or supplies, or any other cause beyond the reasonable control of such party; provided, however, that the party whose performance is affected by any such event gives the other party written notice thereof within three (3) business days of such event or occurrence.

20. General.

a. Entire Agreement.

This Agreement, together with the terms for each of the applicable Insertion Orders, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings between the parties.

b. Term. This Agreement shall begin upon our acceptance of Your Seller application and shall remain in effect until terminated by either party. Either party may terminate this Agreement at any time, with or without cause, upon providing written notice of termination to the other party.

c. Assignment.

Seller may not assign any of its rights hereunder without the prior written consent of JVmarketplace, which consent may be withheld for any reason.

d. Severability.

In the event that any provision of this Agreement is found invalid or unenforceable pursuant to any judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms.

e. Relationship.

The parties agree that JVmarketplace is acting as an independent contractor in offering its services and managing the Affiliate Program and that the relationship between JVmarketplace and Seller shall not constitute a partnership, joint venture or agency. Neither JVmarketplace nor any of JVmarketplace's employees or agents (collectively referred to herein as the "Employees") shall be considered: (i) an employee, agent or legal representative of Seller, or (ii) shall have any authority to represent Seller or to enter into any contracts or assume any liabilities on behalf of Seller. JVmarketplace retains all the rights and privileges of sole employer of the Employees, including, without limitation, the right to control, hire, discipline, compensate and terminate such Employees. Neither JVmarketplace nor any of the Employees shall have any right to receive any employee benefits as are in effect generally for Seller employees.

f. Amendments.

JVmarketplace reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Affiliate Program at any time. In the event of any material change, JVmarketplace will notify you via e-mail, newsletter or the Site at least three (3) days prior to any such changes taking effect, at which time you may either agree to such changes or withdraw from the Affiliate Program.

g. No Third Party Benefit. Except as explicitly stated herein, the parties intend that no other person or entity is or shall be entitled to bring any action to enforce any provision of this Agreement against either of the parties, and that the covenants, undertakings, and agreements set forth in this Agreement shall be solely for the benefit of, and shall be enforceable only by, the parties and their respective successors and assigns as permitted hereunder.

h. Headings. Headings herein are used solely for convenience and are not intended nor in any sense are to be given any weight in the construction of the Agreement.

i. Notice.

Any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission or verified e-mail; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to Seller at the address provided during the registration process and to JVZoo