MERCHANT ACCOUNT TERMS AND CONDITIONS FOR STORES AND STORE PERSONNEL, LAST UPDATED APRIL 11, 2012
By accessing and using Aboomba Inc.'s services through your Merchant Account (as defined below), you agree to the following terms and conditions and any policies, guidelines or amendments thereto that may be presented to you from time to time (collectively, the "Terms"). If the law or our functionality changes and affects the services we are able to offer you through your Merchant Account, we may need to change these Terms or our program features from time to time. You should review these Terms regularly. If at any time you do not agree with these Terms, or you do not agree to any modified Terms, then you must immediately stop using your Merchant Account and cease your participation in any Aboomba Inc. services (“Program”). Unless you have agreed otherwise in writing with Aboomba Inc., these Terms govern your use of our services through your Merchant Account. You and Aboomba Inc. may be referred to throughout these Terms individually as a "Party" and collectively as the "Parties”.
Section 1: DEFINITIONS
(a) the “Store” is a store, boutique or business entity featured on Aboomba.com
(b) the “Website” means, collectively, Aboomba.com website and other distribution channels owned, controlled or operated by Aboomba Inc. The Website also includes e-mails, mobile applications or other types of electronic offerings;
(c) “Store Page” is a web page featuring the Store on the Website
(d) "Cashback code" means the paper Cashback code or electronic certificate that evidences a customer was referred to a Store by Aboomba Inc.
(e) “Cash Back,” for a cashback code means the amount that a customer earns after submitting a cashback code and making a purchase from a Store; It is calculated as the pre-tax amount of the Customer’s purchase multiplied by an agreed-upon Customer Cash Back Percentage which is also displayed on the Store Page.
(f) “Aboomba Inc.” means Aboomba Inc., a Delaware Corporation operating the Website;
(g) “Product Recommendation” means any product photo and associated meta-information such as product name, description, pricing information, size information, brand, etc that is provided by an associate of a Store on the Website;
(h) “Commission” means the percentage of pre-tax sales that Store pays Aboomba Inc in exchange for Aboomba Inc’s services promoting Store on the Website.
Section 2: ABOOMBA INC. MERCHANT ACCOUNT
2.1 Merchant Account. In order to perform and use certain services, you are required to be registered with a special account on the Aboomba Inc. Site (your “Merchant Account”). Your Merchant Account will facilitate your use of various Aboomba Inc. services and will allow you to provide and receive current and accurate, contact and other information pertaining to your relationship with us. You are responsible for maintaining the confidentiality of your Merchant Account password, and are responsible for all activities that occur under such account. You agree to immediately notify Aboomba Inc. of any unauthorized use of your password or Merchant Account or any other breach of security related to the Aboomba Inc. Site. Aboomba Inc. is not and will not be liable for any loss or damage arising from your failure to manage your Merchant Account. In addition to the other rights set forth herein, Aboomba Inc. reserves the right to refuse service and/or access to the Aboomba Inc. Site to you or any other merchant at any time without notice for any reason. When using your Merchant Account and the Website directly, or indirectly via an authorized agent, to submit and manage Product Recommendations, Cash Back, and other promotional or commercial information, you accept and comply with certain terms and conditions applicable to merchants. You represent that you are of legal age to form a binding contract and have full power, capacity and authority to accept these Terms. If you are accepting these Terms on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind your entity, please ensure that an authorized person from your organization consents to, and accepts, these Terms.
2.2 Product Page. The Product Page is the section of your Merchant Account where Merchants may directly, or indirectly through an authorized employee or representative, access information about past Product Recommendations and manage current Product Recommendations. You may use your Merchant Account to submit a Product Recommendation or modify or delete an existing Product Recommendation. Within the Product Page, you can also manage your Profile, Photo, Merchant Account login information and your work hours. Finally, you can post promotional messages to potential customers.
2.3 Salespeople Page. The Salespeople Page is a section of a Merchant Account visible only to the designated Store Manager, where the Store Manager can manage the Merchant Accounts eligible to post on a given Store page within the Website, by adding or removing Merchant Accounts. If a Merchant Account gets removed by a Store Manager, its Product Recommendations get transferred to the Store Manager for that same Store.
2.4 Sales Page. The Sales Page is a section of a Merchant Account visible only to the designated Store Manager, where the Store Manager can approve Cash Back eligible purchases submitted by Customers, and can submit payments for Cash Back and Commission. The Store Manager can also see a record of recent approvals and payments.
Section 3: PROGRAM PARTICIPATION AND YOUR PRODUCT RECOMMENDATIONS
3.1 Creation of Product Recommendations. By participating in a Program, you can specify the photos and associated meta information (product names, availability, sizes, prices, sale information, brand information) of products you recommend to the customer (collectively called “Product Recommendations”). In creating your Product Recommendations, you may not: (a) offer to sell any goods or services on terms or in a manner that is prohibited by law from being offered or advertised; (b) include any content that violates or infringes in any way upon the rights of others; or (c) include any material that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any Law.
3.2 Promotion. Aboomba Inc. may promote your Store using any method and through any medium that Aboomba Inc. deems appropriate in its sole discretion, including through e-mail, mobile applications and any other type of electronic interface or distribution channel owned, affiliated, controlled or operated by or through Aboomba Inc.. Aboomba Inc. further reserves the right, but has no obligation, to promote the Store through its affiliates and third party business partners from time to time. Aboomba Inc. will promote your Store to Aboomba Inc. customers and potential customers based on geographic or other geolocational data, but will determine the customers and potential customers to whom your Store is actually promoted and made available in its sole discretion.
3.3 Distribution of Cashback codes. Once Aboomba Inc. has received a request to issue a cashback code, Aboomba Inc. will authorize for use, and make a cashback code available to, the requestor. A cashback code has no monetary value, but gives its carrier the right to receive Cash Back on its purchase with the Store to which the cashback code applies. The requestor may then present their cashback code to you as printed certificates, through their mobile devices, or any other media that Aboomba Inc. has adopted for cashback code redemption.
3.4 Responsibility for Cashback code. You acknowledge that you are the exclusive issuer of the cashback codes. You also are responsible and liable for: (a) the decision to make your cashback code available through the Aboomba Inc. services; (b) processing the cashback code when the Customer comes to shop at your store; and (c) providing the Cash Back to the Customer as specified in the cashback code.
3.5 Redemption Obligations. You shall comply with your obligations specified in these Terms regarding the use of your Merchant Account. In addition, when redeeming cashback codes, you shall: (a) honor the cashback codes during the time period specified on it, and as required under applicable law(s); (b) handle all customer service in connection with the redemption and use of the cashback codes; and (c) comply with the terms and conditions stated on the cashback code without modification and without imposing any restrictions or additional charges or penalties that are not expressly stated on the cashback code.
3.8 Your Third Party Merchants. You may subcontract or delegate portions of your performances required by these Terms with respect to a particular Offer to a third party (each, a “Third Party Merchant”). If you subcontract or delegate to Third Party Merchants with respect to fulfilling your cashback code obligations, you will remain solely responsible and liable for (a) all your obligations, including financial obligations, under these Terms and (b) all acts and omissions of your Third Party Merchants. You shall require your Third Party Merchants to comply with all applicable restrictions and obligations imposed on you under these Terms, and you will be solely responsible for your financial and contractual relationship with your Third Party Merchants.
3.9 License to Your Content. You hereby grant Aboomba Inc. a non-exclusive, worldwide, transferable, irrevocable, perpetual and sub-licensable license to use, copy, distribute, display and perform any trademarks, photographs, graphics, artwork, videos, sound clips, text, and other content or materials that you provide to Aboomba Inc. in your Merchant Account or otherwise use to describe your Store (“your Content”) in any and all media or formats in connection with Aboomba Inc.’s fulfillment of its rights and obligations under these Terms, including the promotion of Stores and distribution of cashback codes.
Section 4: COMMITMENT TO PROVIDING HIGH LEVEL OF CUSTOMER SERVICE
4.1 Store commits to treat Customers referred by Aboomba Inc with the same level of care they would any other customer.
4.3 Store commits to duly record all sales to customers referred by Aboomba Inc, and the corresponding Cashback code of each sale, and keep that record for reference when approving Cash Back.
4.4 Store commits to approve customer cash back within 7 days of the Customer claiming that Cash Back, and issue a payment of Cash Back and Commission.
4.5 If merchandize gets returned for a cash refund to an Aboomba Inc.-referred customer, it is the Store's responsibility to ensure that the return gets credited against the correct Cashback code. Unless that happens, the return cannot be properly processed, and consequently the Cash Back and the Commission for the returned merchandize cannot be reversed.
4.6 Store has the sole responsibility for making the Cash Back payment. Aboomba Inc. is not liable for payments that the Store fails to pay.
4.7 Store will make a commercially reasonable effort to resolve customer disputes in a way acceptable for the Customer.
4.8 Aboomba Inc has no obligation to facilitate disputes between Store and Customer. Aboomba Inc. works merely as a platform for the Store to connect and market to the Customer. The Customer’s contractual relationship is with the Store. The Store commits to resolve any issues by working directly with the Customer.
4.8 Store commits to exert a commercially reasonable effort to treat Aboomba Inc.-referred customers to highest level of customer service. If Aboomba Inc.-referred customers do not granted the same privileges as any other customer of the given Store, Aboomba Inc. reserves the right to terminate this relationship.
4.9 Expired cashback codes: If a cashback code is expired, a boutique has a choice whether to honor it. If it does, the boutique is responsible for the prompt approval and payment of customer Cash Back and Commission, just like with any other cashback code.
Section 5: TERM AND TERMINATION
5.1 Term. These Terms are effective on the date on which you first access the Merchant Center through your Merchant Account. These Terms will remain in effect indefinitely, unless otherwise earlier terminated as set forth below.
5.2 Termination. Aboomba Inc. may terminate these Terms and suspend your access to the Merchant Account with one (1) day advance written notice for convenience, or immediately for cause if: (a) you violate your redemption obligations with respect to any cashback code made by you through Aboomba Inc.’s programs and services; (b) you fail to redeem or cause the redemption of any cashback code to fail for any reason, including but not limited to the sale or dissolution of your business, (c) you violate any of the material terms of these Terms or any other agreement you have with Aboomba Inc., or (d) or otherwise misuse, repeatedly abuse Program guidelines or Aboomba Inc. standards that have been communicated to you in advance., or in any way engage in conduct, which in Aboomba Inc.’s sole discretion, is unfair, misleading, deceptive or otherwise in bad faith, and without regard to whether such conduct is actually adverse to the interests of Aboomba Inc. or any Aboomba Inc. customer.
5.3 Suspension of a Product Recommendation. Notwithstanding anything herein to the contrary, you or Aboomba Inc. may cancel or suspend a Product Recommendation through your Merchant Account for any or no reason.
5.4 Termination without cause: Aboomba Inc or Store can terminate these Terms relationship with a 2 week notice without cause. Regardless of which party terminates the relationship, Store shall continue to honor any cashback code that has not expired, for up to 2 weeks after the removal of the Store from the Website.
5.5 Obligations Upon Termination; Survival of Relevant Provisions. Neither the expiration nor termination of these Terms, nor your suspension or cancellation of any Offer shall in any way affect the rights of any holder of a valid cashback code, or modify or eliminate your obligation to redeem any valid cashback code pursuant to its terms. All Terms and any sections of these Terms that are logically intended and required to survive expiration or termination of these Terms to achieve their intent, shall survive without limitation.
Section 6: REPRESENTATIONS AND WARRANTIES
6.1 By Both Parties. Each Party represents and warrants to the other that: (a) it has the power and authority to enter into the Agreement and perform its obligations under these Terms; (b) it is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation; and it is duly qualified to do business and is in good standing in each jurisdiction where the conduct of its business, provision of its goods and/or services, or the ownership of its property requires such qualification; (c) these Terms reflect its legal, valid and binding obligation, enforceable against it; and (d) it shall comply with all Laws applicable to its obligations under the Agreement.
6.2 By you. You represent and warrant to Aboomba Inc. that: (a) you and any Third Party Merchant(s), as applicable, (i) are registered for the collection of sales, use and other similar taxes in all states and localities in which goods and/or services will be made available pursuant to the terms and presentation of the cashback code; and (ii) will collect and remit any and all applicable state or local sales, and other similar taxes that may apply to the redemption of the cashback codes or the supplying of goods or services; (b) your Content, your representations about your business, and your redemption process for cashback codes, do not and will not infringe, misappropriate, or otherwise violate any intellectual property right or right of privacy or publicity of any third party; (c) you hold all necessary Regulatory Documents and Authorization Documents, if any, required to provide the goods or services described therein; (d) you will provide the goods and services made available in a manner consistent with industry best practices; and (e) you have all rights necessary to grant the licenses set forth in these Terms.
6.3 NO FURTHER REPRESENTATIONS. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ABOOMBA INC. DOES NOT WARRANT OR GUARANTEE THAT (A) ANY OFFER WILL BE ERROR-FREE; (B) ANY ERRORS, OMISSIONS OR MISPLACEMENTS WILL BE CORRECTED, OR (C) THE OFFER WILL RESULT IN ANY REVENUE OR PROFIT FOR YOU. ABOOMBA INC. MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ABOOMBA INC. SITE OR ANY OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHOD USED OR PROVIDED BY ABOOMBA INC. (INCLUDING WITH RESPECT TO ITS UNINTERRUPTED OR ERROR-FREE OPERATION) AND/OR THE ACCURACY, ADEQUACY, RELIABILITY, AVAILABILITY, TIMELINESS, COMPLETENESS, SUITABILITY OR OTHER CHARACTERISTICS OF THE INFORMATION AND MATERIALS CONTAINED ON OR PRESENTED THEREIN. THE ABOOMBA INC. SITE AND OTHER PROMOTION, DISTRIBUTION OR REDEMPTION METHODS USED OR PROVIDED BY cashback code AND ALL RELATED INFORMATION AND MATERIALS ARE PROVIDED "AS IS", WITHOUT ANY WARRANTY OF ANY KIND, AND ON AN "AS AVAILABLE" BASIS.
Section 7: INDEMNIFICATION
7.1 By you. You, at your sole cost and expense, shall defend, indemnify and hold Aboomba Inc., its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any third party claims, lawsuits, actions, proceedings or investigations (collectively, "Claims") from and against any fees, costs, sanctions, penalties, damages, losses or expenses (including but not limited to attorney's fees and costs) (collectively, "Losses") arising out of or relating to any of the following: (a) your or any Third Party Merchant’s (i) fraud, willful misconduct, or gross negligence or (ii) breach or alleged breach of these Terms; (b) the goods and/or services provided by you, including but not limited to, any claims for false advertising, injuries, illnesses, damages, or death; (c) any Offer, including your provision of incomplete or inaccurate or information applicable to such Offer; or (d) your Content; and (e) any infringement, misappropriation, or other violation, of any patent, trademark, copyright, publicity, privacy, trade secret, or other right of any third party by you, your Content, or the use thereof.
7.2 By Aboomba Inc.. Aboomba Inc., at its sole cost and expense, shall defend, indemnify and hold harmless you and your officers, directors, agents and employees, from and against any and all Claims brought against any of you arising out of or in connection with (a) Aboomba Inc.’s material breach of these Terms or (b) any infringement, misappropriation or other violation of any trademark or copyright of any third party by Aboomba Inc. (excluding Aboomba Inc.’s use of materials provided or authorized for Aboomba Inc.’s use by, you.)
7.3 Indemnification Process. The Party seeking indemnification under this Section shall promptly notify the other Party in writing of any Claim for which it seeks indemnification; provided that such indemnified Party’s failure to timely provide such notice shall not relieve the indemnifying Party of its indemnification obligations unless it can demonstrate actual prejudice as a result of such failure. In the event Aboomba Inc. is the indemnifying Party, Aboomba Inc. shall have the right to, upon written notice to you, elect to assume control of the defense and settlement of any such Claim, and you will have the right to participate and be represented in the defense of such Claim by your own counsel and at your own expense. You shall not settle any Claim for which you are to be indemnified hereunder without Aboomba Inc.’s prior written consent, which consent shall not be unreasonably withheld or delayed.
Section 8: CONFIDENTIALITY
8.1 Confidential Information. Each Party agrees that (i) the terms set forth in a Merchant Account are confidential, (ii) any information designated by the other Party as “confidential,” and (iii) any other information that the recipient should reasonably expect to be confidential under the circumstances shall be collectively deemed “Confidential Information.” Confidential Information does not include information that (a) was, or becomes, publicly known through no action of the receiving Party; (b) is already in the legitimate possession of the receiving Party prior to its disclosure; (c) is obtained by the receiving Party without a breach of any third party’s obligations or violation of Laws; or (d) is independently developed by the receiving Party.
8.2 Obligation. Each Party shall take reasonable precautions to protect all Confidential Information, and will only disclose Confidential Information to its employees on a need-to-know basis. You may also disclose Confidential Information to your Third Party Merchants if they have signed a confidentiality agreement that requires them to protect the Confidential Information in at least the same manner specified in these Terms. If a Party is required by Law to disclose the other Party’s Confidential Information, it shall promptly notify the other Party and shall cooperate with the other Party to obtain a protective order or to otherwise limit the disclosure of the Confidential Information.
8.3 Irreparable Harm. Each Party agrees that, in the event of an actual, alleged or threatened breach of its confidentiality obligations established by these Terms, the other Party is likely to suffer immediate and irreparable harm, and may seek a temporary restraining order, injunction or other form of equitable relief without the posting of any bond or other security.
Section 9: INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA
9.1 Aboomba Inc. IP. You acknowledge that Aboomba Inc. owns all right, title, and interest, including all intellectual property rights, in the Aboomba Inc. Site, trade name, logos, trademarks, and service marks, and any content, data, software, technology, tools, or business methods used by Aboomba Inc. to develop, promote, market, sell, generate, or distribute Offers and cashback codes and otherwise perform under these Terms (collectively the "Aboomba Inc. IP"). With respect to any Offer, you may use Aboomba Inc.’s name, trademarks, and logos solely to publicize to your customers and potential customers the fact that you are featuring that Offer through a particular Program. This limited right to use Aboomba Inc.'s branding is applicable only during the period from the start of the Sales Period through the Promotional Value Expiration. All goodwill and improved reputation in respect of and associated with the Aboomba Inc. IP shall inure to the sole benefit of Aboomba Inc.. Except as expressly set forth in these Terms, you have no right, license, title or interest in or to any Aboomba Inc. IP, and shall not use, distribute, transfer, copy, download, display, modify, perform or create derivative works of the Aboomba Inc. IP without the express written consent of Aboomba Inc.. You shall not translate, reverse engineer, decompile or disassemble the Aboomba Inc. IP. Aboomba Inc. has the right to revoke the rights sets forth in this Section upon written notice to you reserves all rights not specifically granted.
9.2 Customer Data. You shall, and shall ensure that any Third Party Merchants you may work with, take commercially reasonable efforts to protect the security of Customer Data and comply with all Laws (and Aboomba Inc.’s policies and procedures) relating to the processing of any Customer Data. If you become aware of, or suspect, any unauthorized access to or use of Customer Data, you shall immediately notify Aboomba Inc., and shall cooperate with Aboomba Inc. in the investigation of such breach and the mitigation of any damages.
Section 10: LIMITATIONS OF LIABILITY; INSURANCE
10.1 LIMITATION OF ABOOMBA INC.’S LIABILITY. ABOOMBA INC.'S SOLE AND COMPLETE LIABILITY TO YOU SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO YOU BY ABOOMBA INC. PURSUANT TO THESE TERMS PRIOR TO THE DATE THE CLAIM AROSE PER OFFER. IN NO EVENT SHALL ABOOMBA INC. BE LIABLE TO YOU, ANY THIRD PARTY MERCHANT OR ANY OTHER THIRD PARTY FOR ANY CLAIMS RELATING TO THE USE OF YOUR GOODS AND SERVICES, INCLUDING BUT NO LIMITED TO CLAIMS RELATING TO FALSE ADVERTISING, INJURIES, ILLNESSES, DAMAGES, OR DEATH. ANY CLAIM ARISING OUT OF OR RELATING TO ANY CASHBACK CODE OFFERED UNDER THE APPLICABLE DR MUST BE MADE WITHIN ONE (1) YEAR OF FIRST PUBLICATION OF THE CASHBACK CODE AND ALL CLAIMS NOT SO MADE SHALL BE DEEMED WAIVED BY YOU.
10.2 NO CONSEQUENTIAL DAMAGES. EXCEPT FOR (A) INDEMNIFICATION OBLIGATIONS HEREUNDER OR (B) EITHER PARTY’S (OR WITH RESPECT TO YOU, YOUR THIRD PARTY MERCHANT’S) (I) VIOLATION OF SECTION 8 (COMPLIANCE WITH LAW AND AUTHORIZATIONS), SECTION 9 (CONFIDENTIALITY), OR SECTION 10 (INTELLECTUAL PROPERTY RIGHTS; CUSTOMER DATA) OR (II) FRAUD, WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY OR ANY THIRD PARTY IN ANY MANNER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE.
Section 12: ARBITRATION
12.1 Binding Arbitration. The Parties hereby agree that (a) these Terms and all disputes, controversies, or claims arising out of or relating to these Terms, the Offer, or the DR shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by AAA (“Rules and Procedures”); (b) the arbitration shall be held at a location determined by AAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and Aboomba Inc.; (c) the arbitrator shall apply Illinois Law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law; (d) there shall be no authority for any claims to be arbitrated on a class or representative basis; arbitration will decide only your and/or Aboomba Inc.’s individual claims; and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated; (e) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Aboomba Inc. will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive; and (f) with the exception of subpart (d) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by AAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (d) is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor Aboomba Inc. shall be entitled to arbitrate their dispute. For more information on AAA and its Rules and Procedures, visit the AAA website at http://www.adr.org.
Section 13: MISCELLANEOUS
13.1 Electronic Communications and Notices. You acknowledge that communications between the Parties often use electronic means. For contractual purposes, you hereby (a) consent to receive communications from Aboomba Inc. in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Aboomba Inc. provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in writing. The foregoing does not affect your statutory rights. Any notice required or permitted hereunder shall be provided in writing, and shall be deemed delivered when (a) delivered by electronic mail to the then-current e-mail address in your Merchant Account, or (b) regardless of whether or not actually received, when deposited in (i) the United States mail, postage prepaid, certified mail, return receipt requested, or (ii) a regional or national overnight courier service, addressed to the applicable Party at the address set forth in your case, in your Merchant Account, and in Aboomba Inc.'s case, to Aboomba Inc., PO Box No.18706 Stanford, Palo Alto CA 94304.
13.2 Force Majeure. Neither Party shall be liable for any default or delay in the performance of its obligations under these Terms due to acts of God, terrorism, natural disasters, earthquakes, fire, riots, floods, and other similar events, to the extent such event is beyond the reasonable control of such Party and only for the duration of such event.
13.3 Relationship of the Parties. The Parties are independent contractors. Nothing in these Terms shall be deemed or construed by the Parties hereto, nor by any third party, as creating a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party's prior written approval, to bind or commit the other Party in any way. Aboomba Inc. is not a vendor or co-vendor of your goods and services.
13.4 Agreement. These Terms constitute the entire understanding between the Parties relating to any Program Offer and your obligations in making such Offer, and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. No part of these Terms may be amended or modified except by mutual written agreement of the Parties.
13.5 Interpretation. The section headings of these Terms are for purposes of reference only and shall not in any way limit or affect the meaning or interpretation of any of the terms hereof. References to a section include references to all subsections of that section.
13.6 Invalidity of a Provision. If any provision of these Terms should be held to be invalid or unenforceable the validity and enforceability of the remaining provisions of these Terms shall not be affected and the Parties shall negotiate an equitable adjustment in the provisions in order to affect, to the maximum extent permitted by Law, the purpose of these Terms.
13.7 Waivers. One or more waivers of any covenant, term or condition of these Terms by either Party shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.
13.8 Assignment. You may not assign or transfer any of your rights, or delegate any of your obligations, under these Terms without Aboomba Inc.'s prior written consent, and any attempt to do so shall be void and unenforceable.
13.9 Successors and Assigns; No Third Party Beneficiaries. These Terms shall be binding upon and inure to the benefit of, the Parties and their respective permitted successors and assigns. There are no third party beneficiaries to these Terms.