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CLUB TERMS & CONDITIONS

By registering an account with KITVENDR, you agree to the following terms and conditions (the “Agreement”) governing your use of KITVENDR’s online service (the “Service”). If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity.

As referred to in this agreement, "KITVENDR.COM" or “KITVENDR” are trading names of AIWEE LTD.

All references to “we” or “our” are references to KITVENDR.

As part of the Service, KITVENDR will provide you with use of the Service, including a browser interface, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the KITVENDR.COM website incorporated by reference herein, including but not limited to KITVENDR’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security

KITVENDR’s privacy and security policies may be viewed at our website http://www.kitvendr.com/club-terms/privacy. KITVENDR reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from KITVENDR from time to time. They may decide to opt in to receiving such communications at that time. Note that because the Service is a hosted, online application, KITVENDR occasionally may need to notify all users of the Service (whether or not they have opted in as described above) of important announcements regarding the operation of the Service.

2. KITVENDR Customers

Our customers are not, by virtue of your use of the KITVENDR platform, your customers. As between you and us, all pricing, terms of sale, rules, policies, and operating procedures concerning customer orders, customer service, and product sales set forth on the KITVENDR Site will apply to those customers and may be changed at any time. You will not handle or address any contacts with any of our customers, and, if contacted by any of our customers for a matter relating to interaction with the KITVENDR Site, you will state that those customers must follow contact directions on the KITVENDR Site to address customer service issues.

3. Charges & Fees

KITVENDR charge no upfront fees for using the Service. In the event of you wishing to terminate your use of the KITVENDR platform, then charges may apply in relation to the Termination conditions set out below.

4. Your Commission

KITVENDR is committed to building a long term relationship with our club partners. We provide our club partners with a commission on each sale generated through their site at [yoursite].kitvendr.com, the commission level being dependent on various factors such as the cost and production price of each product and any promotional offers we are running. The most up to date table of our current commission rates for each item can be accessed from within your Administration Dashboard.

Each month your commission per sale (on orders that have completed the commission qualification period as stated below and not been refunded during the relevant 14 day returns window) are totalled up and become available for withdrawal. It can take up to 48 hours to process and clear the transactions and for the funds to appear in your account. You will be emailed a monthly report by KITVENDR showing the commission amount earned and sales for the preceding month.

We will make Commission payments to your bank account. All Commissions shall be payable in Pound Sterling, except as specifically stated otherwise in writing by KITVENDR.

4.1 Commission & Refunds

If a Customer requests a return, refund, cancels an order, or if payment is later cancelled or not processed for any reason, then the Commission you have earned on that order is cancelled (if not yet paid to you), or set off against later-earned Commissions (if already paid out).

You will qualify for Commission 30 days after the date the Product is sold to a Customer (“Commission Qualification”).

4.2 Commission & Taxation

The UK government charges VAT on all KITVENDR sales and we pay this before we send your commission payment to you.

All Product pricing is inclusive of VAT.

5. Withdrawals

You can request to withdraw funds from your commission account at any time, subject to the following conditions:

You will not be eligible for an initial withdrawal payment until a minimum commission of £250 has accrued in your commission account. As KITVENDR do not charge any upfront costs for using our service, this threshold protects us from paying out to you if we only have a short term relationship which does not generate enough business to cover the initial set-up costs we incur.

For all subsequent withdrawals, you must have accrued a minimum of £50 within your commission account before a payment to you will be processed.

6. Termination

This agreement is provided on a rolling basis and can be cancelled by either party at any time, subject to the following conditions.

Due to the nature of the KITVENDR platform, most items are made to order and we only carry pre-branded stock in a small number of items and in relatively low quantities. However, in the event that you wish to terminate your use of the Service, KITVENDR retains the right to recover the costs associated with producing these items of stock. These costs will never exceed £750.

In the event that you wish to terminate your relationship with KITVENDR, you will be given the option to either:

i) Purchase from KITVENDR any excess stock that has been produced with your branding attached at a discounted price or;

ii) Agree to a “closing down sale” period on your site in order to sell off any excess stock. After which, any leftover stock will be purchased by you at a discounted price.

7. Your Responsibilities

7.1 You are responsible for all activity occurring under your account and shall abide by all applicable local, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify KITVENDR immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to KITVENDR immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Admin Users; and (iii) not impersonate another KITVENDR user or provide false identity information to gain access to or use KITVENDR.

7.2 The KITVENDR Platform allows you to submit content including but not limited to logos, images, photographs, graphics, designs, artwork and text ( “your Content”) to create Products. The term your Content also includes, for the purposes of these Terms, any comment, forum or other communication posted or published by you on the KITVENDR Platform.

7.3 You (or the relevant third party owning the rights in question) will retain the sole ownership of your Content uploaded by you to KITVENDR. In submitting your Content to the Platform, you expressly grant to us a worldwide, royalty-free, perpetual, transferrable, sub-licensable, non-exclusive, right and licence to use your Content for the purposes contemplated under the Agreement.

7.4 You are solely responsible for the creation of your Content as submitted to the Platform, and bear all liability and costs associated with its creation, editing and use on KITVENDR, including (but not limited to) any royalties or other compensation otherwise payable to third parties in connection with its use. We are not responsible for any copyright or intellectual property infringements caused by the submission of your Content to the Platform.

7.5 You acknowledge that your setting up and running of a KITVENDR account is subject to KITVENDR’s Copyright and Trademark Policy, which you must read before setting up a KITVENDR account and which you must comply with.

8. Intellectual Property Ownership

Except for your Content (as defined in clause 7), KITVENDR alone (and its licensors, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights, in and to the KITVENDR Platform, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the KITVENDR Platform or the Intellectual Property Rights owned by AIWEE LTD. The KITVENDR name, the KITVENDR logo, and the product names associated with the Service are trademarks of AIWEE LTD or third parties, and no right or license is granted to use them.

9. Termination for Cause

Any breach of your obligations or unauthorized use of the KITVENDR Platform or Service will be deemed a material breach of this Agreement. KITVENDR, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, KITVENDR may terminate a free account at any time in its sole discretion.

In the event that the Partner breaches their relationship with KITVENDR, depending on the case next procedures may be applied:

i) In the event that KITVENDR wishes to terminate a Partner’s use of the Service due to a breach of the Terms of this Agreement, KITVENDR will terminate their account and will raise an invoice for the remaining stock items, less any commission withheld and deliver the stock to the Partner on receipt of payment.

10. Representations & Warranties

Each party represents and warrants that it has the legal power and authority to enter into this Agreement. KITVENDR represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service.

11. Indemnity

You agree to defend, indemnify and hold KITVENDR and any related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any and all claims, damages, costs and expenses, including reasonable legal agents’ fees, arising from or relating to your use of the Platform and our services and your breach of the Terms of the Agreement.

12. Disclaimer

12.1 We provide access to the Platform "as is" and without any warranty or condition, whether express, implied or statutory. We do not guarantee that the Platform will always be available or that access to it will be uninterrupted. Access to the Platform is permitted on a temporary basis. We may suspend, withdraw or discontinue any part of the Platform without notice. We will not be liable to you if, for any reason, the Platform is unavailable at any time or for any period.

12.2 We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement relating to the Platform. We assume no liability or responsibility for any errors or omissions in the Platform or any information presented on it; any failures, delays or interruptions in the Platform; any losses or damages arising from the use of the Platform; or any conduct by other users of the Platform.

12.3 We reserve the right to deliver the Platform in our sole and absolute discretion.

13. Internet Delays

KITVENDR’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. KITVENDR is not responsible for any delays, delivery failures, or other damage resulting from such problems.

14. Server Management Security

All data entered into the KITVENDR application by a customer is owned specifically by that customer. Our employees do not have direct access to the KITVENDR production equipment, except where necessary for system management, maintenance, monitoring, and backups. The KITVENDR Systems Engineering team provides all system management, maintenance, monitoring, and backups.

15. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

16. Modification to Terms

KITVENDR reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time. You are responsible for regularly reviewing this Agreement.

17. Assignment

This Agreement may not be assigned by you without the prior written approval of KITVENDR but may be assigned without your consent by KITVENDR to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

18. General

With respect to U.K Customers, this Agreement shall be governed and construed in accordance with Scots Law and each U.K customer hereby submits to the jurisdiction of the Scottish courts. With respect to Non-U.K Customers, this Agreement shall be governed by the laws of Scotland without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of thecourts of the United Kingdom. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and KITVENDR as a result of this agreement or use of the Service. The failure of KITVENDR to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by KITVENDR in writing. This Agreement, together with any applicable Registration Form, comprises the entire agreement between you and KITVENDR and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

19. Definitions

AIWEE LTD; and in respect of any other customers, collectively KITVENDR, having its principal place of business at Unit 12, Alexander Stephen House, Holmfauld Road, Glasgow, G51 4RY, Scotland, United Kingdom;

“KITVENDR Platform” or the “Platform” means all of KITVENDR’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by KITVENDR in providing the Service;

“Service(s)” means the specific edition of KITVENDR’s services identified during the registration process, developed, operated, and maintained by KITVENDR, accessible via http://www.kitvendr.com or another designated web site or IP address, or ancillary services rendered to you by KITVENDR, to which you are being granted access under this Agreement, including the KITVENDR Platform and the Content;

“User(s)” means your employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by you (or by KITVENDR at your request).

Date of last update:

Please visit our site often to review any changes and other important announcements about kitvendr.com

This Site Rules is effective May 24, 2019.

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