SHOPPINGSTRIP.COM.AU Terms & Conditions (Merchants)

This is an agreement between you and SHOPPINGSTRIP.COM.AU.

Please read this Agreement carefully.  By enrolling as a “Merchant”, you agree to be bound by terms and conditions contained on the SHOPPINGSTRIP.COM.AU Site (as defined below) (collectively, the "Agreement").  In this Agreement, "you" and "your" refers to the Merchant.  You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the SHOPPINGSTRIP.COM.AU Site, shall be bound by, and shall abide by, these Terms and Conditions.  You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another Merchant.

A. DEFINITIONS.

a.     "SHOPPINGSTRIP.COM.AU Site" means SHOPPINGSTRIP.COM.AU's on-line shopping service that provides consumers with a virtual Shopping Centre, related information and the Merchant Interface. All references to the SHOPPINGSTRIP.COM.AU Site shall include all versions of the SHOPPINGSTRIP.COM.AU service, as such service may be co-branded, co-marketed and/or private labeled, whether under SHOPPINGSTRIP.COM.AU branding and domains or otherwise.

b.     "Add On Services" means those additional services elected by Merchant for use or display with Merchant Content on the SHOPPINGSTRIP.COM.AU Site.

c.     "End-User" means a user of the Web and in particular of the SHOPPINGSTRIP.COM.AU Site.

d.     "Link" means a hyperlink from one Web page to another.

e.     "Merchant Content" means any information, material or content owned by the Merchant and provided in any form to SHOPPINGSTRIP.COM.AU including, without limitation, graphics, logos, trademarks, descriptions and service marks.

f.      "Proprietary Technology" means SHOPPINGSTRIP.COM.AU's proprietary computer programs and software, and all services, methods, processes, data, information, wrappers and other business property created and/or owned by SHOPPINGSTRIP.COM.AU from time to time.

g.     "Services" means the processing of Merchant Content, selected at SHOPPINGSTRIP.COM.AU's sole discretion provided by you as a feed for use on the SHOPPINGSTRIP.COM.AU Site. "Territory" means worldwide.

B. APPOINTMENT AND DUTIES.
You, the Merchant, hereby appoints SHOPPINGSTRIP.COM.AU, and SHOPPINGSTRIP.COM.AU hereby accepts such appointment, to undertake the Services in the Territory during the Term, as hereinafter defined. During the Term, Merchant hereby grants to SHOPPINGSTRIP.COM.AU the non-exclusive, perpetual right and license, in the Territory, to;
(i) organize, reproduce and otherwise use Merchant Content on the SHOPPINGSTRIP.COM.AU Site (alone or in combination with other Links and works) or on the Web sites of any company controlled by, controlling or under common control with SHOPPINGSTRIP.COM.AU;
(ii) reproduce, transmit, publicly display and/or distribute Merchant Content as part of the SHOPPINGSTRIP.COM.AU Site;
(iii) develop and operate links on the SHOPPINGSTRIP.COM.AU Site that permit End-Users to access the Merchant's Site; and
(iv) use, reproduce, organize and publicly display Merchant's trademarks, logos, slogans, trade names and service marks in connection with the Services.

Nothing in this Agreement shall limit SHOPPINGSTRIP.COM.AU's right to use data and information (including Merchant Content) that is in the public domain.

C. TERM.
The Term of this Agreement shall begin on the day that SHOPPINGSTRIP.COM.AU accepts your application to become a Merchant, and shall continue until this Agreement is terminated either by you or by SHOPPINGSTRIP.COM.AU.

D. REPRESENTATIONS AND CONVENANTS.
Merchant represents and agrees to SHOPPINGSTRIP.COM.AU that:
(1) Merchant has all necessary rights and interests in and to the Merchant Content;
(2) there are no consents or approvals necessary for Merchant to enter into this Agreement with SHOPPINGSTRIP.COM.AU;
(3) neither the Merchant Content, the products and/or services offered by Merchant, nor the Merchant's use of any data or information relating to any End-User violate or will violate the privacy statement of SHOPPINGSTRIP.COM.AU or any state or federal regulation, rule, statute or law;
(4) all Merchant Content shall be accurate;
(5) Merchant shall be responsible for offering and selling its products and services featured on the SHOPPINGSTRIP.COM.AU Site, including without limitation, order taking and fulfillment, shipping, product returns or replacement, customer service, and payment of any taxes and charges;
(6) Merchant is duly organized, validly existing and in good standing;
(7) Merchant is duly qualified and licensed to conduct its business, and has full power and authority to enter into, and perform under, this Agreement;
(8) Merchant's performance hereunder and delivery to SHOPPINGSTRIP.COM.AU of the Merchant Content will not violate any agreement;
(9) to the extent that pharmaceuticals, drugs, health products or services, medical advice and/or medical devices are offered, sold or promoted via SHOPPINGSTRIP.COM.AU, Merchant is a licensed health care provider or is otherwise fully authorized to advise, prescribe, distribute or otherwise deal in such products and services in the jurisdictions in which they are offered or sold; and
(10) the Merchant Content shall not contain matter that is libelous, obscene, objectionable or illegal.

E. LIMITATION OF LIABILITY.
SHOPPINGSTRIP.COM.AU's total liability arising out of this agreement shall be limited to the fees paid by Merchant to SHOPPINGSTRIP.COM.AU under this agreement. In no event shall SHOPPINGSTRIP.COM.AU or any Affiliate be liable for any special, consequential, incidental or indirect damages, including lost profits, occasioned by the breach of any obligation under this agreement for any cause whatsoever, whether foreseeable or not, on any theory of liability, and notwithstanding any failure of essential purpose of any limited remedy. The SHOPPINGSTRIP.COM.AU Site is provided "as is." SHOPPINGSTRIP.COM.AU MAKES NO WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE SHOPPINGSTRIP.COM.AU SITE OR ITS SERVICES, AND SHOPPINGSTRIP.COM.AU DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, TITLE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. SHOPPINGSTRIP.COM.AU DOES NOT WARRANT OR GUARANTEE THAT THE OPERATION OF THE SHOPPINGSTRIP.COM.AU SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SHOPPINGSTRIP.COM.AU DOES NOT MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS DERIVED FROM THE SHOPPINGSTRIP.COM.AU SITE. SHOPPINGSTRIP.COM.AU DOES NOT WARRANT OR GUARANTEE THAT ANY END-USERS WILL PURCHASE ANY PRODUCTS OR SERVICES FROM MERCHANT. WITHOUT LIMITING THE FOREGOING, SHOPPINGSTRIP.COM.AU SHALL HAVE NO LIABILITY HEREUNDER BY REASON OF ANY FAILURE OR DELAY IN THE PERFORMANCE OF ITS OBLIGATIONS ON ACCOUNT OF STRIKES, SHORTAGES, RIOTS, ACTS OF TERRORISM, INSURRECTION, FIRES, FLOOD, STORM, EXPLOSIONS, EARTHQUAKES, INTERNET OUTAGES, COMPUTER VIRUS, ACTS OF GOD, WAR, GOVERNMENTAL ACTION, OR ANY OTHER CAUSE THAT IS BEYOND SHOPPINGSTRIP.COM.AU'S REASONABLE CONTROL.

F. PROPRIETARY RIGHTS.
Merchant understands and agrees that SHOPPINGSTRIP.COM.AU is the exclusive owner of the Proprietary Technology, including, without limitation, any and all intellectual property or proprietary rights therein. SHOPPINGSTRIP.COM.AU does not grant to Merchant any right or license, express or implied, in the Proprietary Technology. Merchant acknowledges that SHOPPINGSTRIP.COM.AU is and shall be the sole owner of all right, title and interest in and to any and all information, data, compilations and processes resulting from SHOPPINGSTRIP.COM.AU's operation of the SHOPPINGSTRIP.COM.AU Site. SHOPPINGSTRIP.COM.AU does not grant Merchant any right, or any license, express or implied, in the Proprietary Technology.

G. INDEMNIFICATION.
Merchant shall indemnify and hold SHOPPINGSTRIP.COM.AU harmless from any and all claims, liabilities, judgments, costs, damages and expenses, including reasonable attorneys' fees, arising in connection with (i) any breach or misrepresentation under this Agreement by Merchant, its affiliates, or other persons, or the employees or agents of any of the foregoing;
(ii) the products or services offered or sold by Merchant; and
(iii) the Merchant Content. SHOPPINGSTRIP.COM.AU shall indemnify and hold Merchant harmless from and against any and all third party claims, liabilities, judgments, costs, damages, and expenses, including reasonable attorneys' fees, arising in connection with any breach or misrepresentation under this Agreement by SHOPPINGSTRIP.COM.AU, its representatives, employees or agents.

H. PAYMENT.
You agree to pay SHOPPINGSTRIP.COM.AU all applicable charges to your account in Australian dollars, in accordance with the terms of the program and/or listing plan you selected, including, if any, all applicable taxes, in accordance with billing terms in effect at the time the fee becomes payable. You agree that you will be a monthly or yearly service fee, depending on whichever you selected, plus a commission fee, to be negotiated with SHOPPINGSTRIP.COM.AU, for each product sold via SHOPPINGSTRIP.COM.AU. You will also be charged if you choose to advertise your product, Service, Business or site on SHOPPIGSTRIP.COM.AU according to the prices in effect at the time an Advertising Program is chosen.  Other charged services of SHOPPINGSTRIP.COM.AU are if you decide to get the Technical Team of SHOPPINGSTRIP.COM.AU to list your products on SHOPPINGSTRIP.COM.AU for you. Full details of costs are available whenever you choose a service of SHOPPINGSTRIP.COM.AU. You may pay SHOPPINGSTRIP.COM.AU by credit card, debit card, cheque, wire transfer, direct deposit into SHOPPINGSTRIP.COM.AU’s Bank Account or Paypal.  You represent that all information you provide for the purpose of enrolling as a Merchant will be accurate, complete and current. If you elect to pay by credit card or debit card, you understand and agree that your personal data will be shared with one or more third parties for the purposes of processing your payment.  Your right to access your account with SHOPPINGSTRIP.COM.AU is subject to any limits established by SHOPPINGSTRIP.COM.AU. If payment cannot be charged to your credit/debit card, for whatever reason, or if there is a chargeback for any reason, or if your financial institution does not honor your check, or if you exceed your monthly maximum payment, SHOPPINGSTRIP.COM.AU reserves the right to either suspend or terminate your account with SHOPPINGSTRIP.COM.AU and to charge you a handling fee of $10 for each such instance. You will be charged a fee for any returned checks, declined cards, or chargeback requests on your account. Suspension or termination includes but is not limited to removal of your Product listings from the SHOPPINGSTRIP.COM.AU Site as well as removal of your Company details from the Site. You must submit any claims or disputes you may have with respect to any charge to your account in writing to SHOPPINGSTRIP.COM.AU within 15 days of such charge. Otherwise such claim or dispute will be waived and such charge will be final and not subject to challenge. In the event of any failure by you to make payment, you will be responsible for all reasonable expenses (including attorneys' fees) incurred by SHOPPINGSTRIP.COM.AU in collecting such amounts.

I. PREPAYMENT PLANS.
Unless you receive credit approval from SHOPPINGSTRIP.COM.AU to be invoiced monthly, you will be enrolled in a prepayment listing plan. There are two available prepayment plans available: Monthly Payment Plan or Yearly Payment Plan (you pay a Monthly or Yearly Fee which allows you to list your products for Sale on the SHOPPINGSTRIP.COM.AU Site). All merchants enrolled through the enrollment process on the Merchant Interface will be deemed to be Continuous Listing as a default prepayment listing plan.

Under the Continuous Listing plan, your credit card will be charged in the monthly or yearly amount specified and your Merchant Content will be posted on the SHOPPINGSTRIP.COM.AU Site. When a monthly or yearly Merchant fee is not paid to SHOPPINGSTRIP.COM.AU, then you have authorized SHOPPINGSTRIP.COM.AU to remove Merchant Content from the SHOPPINGSTRIP.COM.AU Site and will not be re-listed until you request that SHOPPINGSTRIP.COM.AU do so by using the Merchant Interface and pay the specified monthly or yearly fees. Upon a successful credit card charge for the relevant monthly or yearly amount, your Merchant Content will be posted on the SHOPPINGSTRIP.COM.AU Site. SHOPPINGSTRIP.COM.AU reserves the right to terminate this payment plan and/or your participation therein at any time. You also understand that at any time, you may elect to discontinue your enrollment in this plan by notifying SHOPPINGSTRIP.COM.AU through the Merchant Interface.

J. ACCESS.
You are authorized to access the Merchant Interface solely to manage your accounts. You agree that you will not use the site or any content therein for any other purpose and that you will not disseminate or distribute any of this information. Your right to access your account with SHOPPINGSTRIP.COM.AU is personal to you and non-assignable and is subject to any limits established by SHOPPINGSTRIP.COM.AU. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account with SHOPPINGSTRIP.COM.AU or to monitor or copy SHOPPINGSTRIP.COM.AU Site or the content contained therein except those automated means expressly made available by SHOPPINGSTRIP.COM.AU, if any, or authorized in advance and in writing by SHOPPINGSTRIP.COM.AU (for example, SHOPPINGSTRIP.COM.AU approved third party tools and services). Without limitation to the foregoing, you further agree that you will not take any action that imposes an unreasonable or disproportionately large load on SHOPPINGSTRIP.COM.AU's infrastructure (as determined by SHOPPINGSTRIP.COM.AU in its sole discretion).

K. SITE PLACEMENT.
SHOPPINGSTRIP.COM.AU specifically disclaims any warranty regarding the rank, location and prominence of Merchant Content anywhere on the SHOPPINGSTRIP.COM.AU Site. SHOPPINGSTRIP.COM.AU reserves the right to determine whether and where the Merchant Content will be displayed in response to any given search, and SHOPPINGSTRIP.COM.AU does not guarantee any specific placement on the SHOPPINGSTRIP.COM.AU Site. SHOPPINGSTRIP.COM.AU reserves the right to remove Merchant Content at any time for any reason. SHOPPINGSTRIP.COM.AU also reserves the right, in its sole discretion, to suspend or cease the promotion of your content at any time, for any reason.

L. CONFIDENTIALITY.
"Confidential Information" means any information disclosed to you by SHOPPINGSTRIP.COM.AU or to SHOPPINGSTRIP.COM.AU by you, either directly or indirectly, in writing, orally, by inspection of tangible objects or by data feed or other electronic means, other than information that the disclosing party can establish
(i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by SHOPPINGSTRIP.COM.AU or to SHOPPINGSTRIP.COM.AU by you;
(ii) becomes publicly known and made generally available after disclosure to you by SHOPPINGSTRIP.COM.AU or to SHOPPINGSTRIP.COM.AU by you other than through action or inaction; (iii) is in the disclosing party's possession, without confidentiality restrictions, at the time of disclosure by SHOPPINGSTRIP.COM.AU or by you as shown by files and records immediately prior to the time of disclosure; or
(iv) consists solely of data aggregated with data which is not "Confidential Information" under this Agreement, provided that the aggregated data are presented in a manner that makes it impossible to identify the party or parties to whom the data relate.

Neither SHOPPINGSTRIP.COM.AU nor you shall at any time
(a) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information it receives from the other party;
(b) use any Confidential Information received from the other party; or
(c) reproduce or otherwise copy any Confidential Information received from the other party, except as necessary in connection with the purpose for which such Confidential Information is disclosed to the other party or as required by applicable law.

Each party agrees to take all reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of the Confidential Information. All Confidential Information shall at all times remain the personal property of the disclosing party and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to the disclosing party immediately upon the disclosing party's request.

M. CANCELLATION OR TERMINATION.
If you are dissatisfied with the SHOPPINGSTRIP.COM.AU Site or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your account. You must submit a request to terminate via the Merchant Interface. If you cancel your participation and later re-enter the Merchant Interface using your username and password, the provisions of this Merchant Agreement shall continue to apply to you, subject to changes and amendments that have been made according to the procedures explained below. Notwithstanding anything contained in this Agreement to the contrary, SHOPPINGSTRIP.COM.AU may, in its sole discretion, terminate your account, and discontinue your participation in the SHOPPINGSTRIP.COM.AU Site. Reasons for SHOPPINGSTRIP.COM.AU's determination to so terminate or discontinue your account or participation as provided for above include, but are not limited to, if SHOPPINGSTRIP.COM.AU believes that you violated this Agreement or other policies or guidelines of SHOPPINGSTRIP.COM.AU or any other party, or if SHOPPINGSTRIP.COM.AU believes your conduct may be harmful to other consumers, merchants or others who use or participate in (or offer to its users) the SHOPPINGSTRIP.COM.AU Site. All decisions made by SHOPPINGSTRIP.COM.AU in this matter will be final and neither SHOPPINGSTRIP.COM.AU shall have any liability with respect to such decisions.

N. REFUNDS.
You will receive a refund only for amounts not charged to your account within thirty (30) days after you cancel your participation in SHOPPINGSTRIP.COM.AU.

O. NOTICES.
Notices (including notice of changes to or termination of this Agreement by SHOPPINGSTRIP.COM.AU) may be given by email from SHOPPINGSTRIP.COM.AU. It is your responsibility to ensure that your e-mail address and any other contact information you provide to SHOPPINGSTRIP.COM.AU is updated and correct. Even if you do not receive an e-mail notification, you will be deemed to have received any notice posted in the appropriate section of the SHOPPINGSTRIP.COM.AU Site.

P. CHOICE OF LAW.
This Agreement shall be construed and controlled by the laws of the state of Victoria , Australia . Any dispute arising from this Agreement, including, without limitation, a breach of this Agreement, shall be governed by the laws of the State of Victoria, Australia, without regard to its conflict with laws elsewhere in the Territory.

Q. RETURN & REFUND POLICY.
You agree to abide by the Returns & Refunds Policy, established by SHOPPINGSTRIP.COM.AU, who have taken into account the nature of the SHOPPINGSTRIP.COM.AU Business under which individual Merchant Returns & Refunds Policies can not be sustained. The Returns and refunds Policy is as follows:

Returning a Product
We at SHOPPINGSTRIP.COM.AU want to ensure our customers are 100% satisfied. So we have collaborated with all our Merchants, and have agreed upon the following Returns Policy which is in force, while the merchants trade via the SHOPPING STRIP Channel - regardless of what their individual return policies are.

The Policy is as follows:
If you are unhappy with the products you purchased via SHOPPINGSTRIP.COM.AU, the Merchant you have purchased the product from, will offer you a full refund or exchange if you return the product in the following condition:

. is in its original new condition and packaging is not damaged

. is returned within 21 days of delivery

Please note that an exchange or refund is not available on the following items:

. CDs

. DVDs

. Videos

. Computer Games

. Perishable Goods (including all food items)

. Underwear

. Cosmetics (including hair products)

. Sale Items

. Mobile Phone Ear Pieces

. Books

. Other items, at the sole discretion of Shoppingstrip.com.au

Returning a Product for a Refund or Exchange
If you want to return a product to us for refund or exchange, please email SHOPPINGSTRIP.COM.AU on returns@shoppingstrip.com.au and we will send you (via email or by post) a “return form” which you will fill in and return with the product you are returning.

You can then use Australia Post to return the Product.  Refunds & exchanges can only be processed after the original item has been returned and verified.

Amount Refunded
The amount refunded will depend on the reason for the return. If you have received:

• a damaged or the wrong product, we will refund both the product and postage cost.
• a product which is not damaged and is not the wrong product, but which you no longer wish to purchase, we will refund only the cost of the product.

For any queries regarding this policy, please contact info@shoppingstrip.com.au.

R. MISCELLANEOUS.

a.     This Agreement constitutes the entire Agreement between the parties with respect to the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications, written or oral, between you and SHOPPINGSTRIP.COM.AU. Any previous agreements between you and SHOPPINGSTRIP.COM.AU for listing of Merchant Content on the SHOPPINGSTRIP.COM.AU Site are terminated and of no further force, except for the provisions thereof relating to payment of any sums to SHOPPINGSTRIP.COM.AU, confidentiality and ownership of proprietary information and intellectual property, which shall remain enforceable in accordance with such agreements.

b.     If any provision of this Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect. 

c.     This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

d.     SHOPPINGSTRIP.COM.AU may change this Agreement at any time upon notice published on the SHOPPINGSTRIP.COM.AU Site or by e-mail notification to you.  Any use by you of the SHOPPINGSTRIP.COM.AU Site after the effective date of such change shall be deemed to be continued acceptance of this Agreement including its amendments and modifications.

e.     SHOPPINGSTRIP.COM.AU reserves the right to discontinue offering the Services at any time.