Application and Acceptance of Terms
1.1 Contracting Party.
This Agreement is entered into between
Appleton Group LLC, its products, services, subsidiaries and affiliates, entity referred to as (“APPLETON GROUP LLC” OR “WE”).
YOU the SELLER (also referred to as “VENDOR OR SUPPLIERS” hereinafter)
Affiliates: Means APPLETON GROUP LLC sister companies who are being contracted to provide online transactions.
Seller: Means the company selling its services and or products on APPLETON GROUP LLC’s online platforms. In this very agreement the same is referred to as “VENDOR OR SUPPLIERS”.
Buyer: Means the registered customer who is purchasing the services and or products of the VENDOR OR SUPPLIERS through APPLETON GROUP LLC’s online platforms.
Transaction Services: Means an online transaction platform and ancillary services offered by Appleton Group LLC.
1.2 Transactional Terms.
Appleton Group LLC may publish transaction rules, dispute rules and other rules and policies for any type of online transactions and any subsequent amendments or modifications (“Transactional Terms”) as may be made from time to time. Such Transactional Terms are expressly incorporated into this Agreement by reference and you agree to be bound by such rules and policies.
1.3 General Terms. You agree that you shall also comply with relevant rules and policies published on the Appleton Group LLC Sites/Apps which are also incorporated into this Agreement by reference (“General Terms”).
1.5 Amendments. Appleton Group LLC may amend any terms of this Agreement including the Transactional Terms and the General Terms at any time by posting the relevant amended and restated version on the Sites. The amended terms shall be effective immediately upon posting. We will endeavor to give you advance notice of material changes to this Agreement. By continuing to use the Transaction Services, you agree that the amended terms will apply to you. This Agreement may not otherwise be amended except in writing by an authorized officer of Appleton Group LLC.
1.6 Language Version. Unless otherwise Appleton Group LLC has posted or provided a translation of the English version of any terms of this Agreement including the Transactional Terms and the General Terms, you agree that the translation is provided for convenience only and that the English language version will govern your use of the Transaction Services.
1.7 Appleton Group LLC Affiliates. Some of the Transaction Services may be supported by our affiliates.
1.8 Additional Terms. In some cases, you may be required to additionally enter into a separate agreement with Appleton Group LLC, its products, services, subsidiaries or affiliates in connection with the Transaction Services (“Additional Terms”). If there is any contradiction between the provisions of this Agreement and the provisions of the Additional Terms, the Additional Terms shall govern the relevant types of Transaction Services or Online Transactions, as appropriate.
2.1 Transaction Services. Appleton Group LLC’s Transaction Services are designed to facilitate registered Customers of the Appleton Group LLC Sites/Apps to place, accept, conclude, manage and fulfill orders for the provision of products and services online within the Sites/Apps (“Online Transactions”) including VENDOR OR SUPPLIER which may include certain services which will be either supported by
(i) Appleton Group LLC or its affiliates, or
(ii) Appleton Group LLC.
Appleton Group LLC reserves the right to change, upgrade, modify, limit or suspend the Transaction Services or any of its related functionalities or applications at any time temporarily or permanently without prior notice. Appleton Group LLC further reserves the right to introduce new features, functionalities or applications to the Transaction Services or to future versions of the Transaction Services. All new features, functionalities, applications, modifications, upgrades and alterations shall be governed by this Agreement, unless otherwise expressly stated by Appleton Group LLC.
2.2 Buyers Only. Appleton Group LLC’s Transaction Services are only available to registered BUYERS of the Appleton Group LLC Sites/Apps, its products, services, subsidiaries and affiliates.
If your subscription to the paid or free BUYER of the Appleton Group LLC Sites expires or is early terminated for any reason, you are not eligible to use the Transaction Services. In the event that you have a valid Online Transaction under this Agreement whilst your paid or free BUYER registration on the Appleton Group LLC Sites is terminated, Appleton Group LLC shall have the full discretion and authority to refund to Buyer all or part of the funds under the Online Transactions as Appleton Group LLC considers appropriate. You agree to permit Appleton Group LLC the right to make relevant and pro-rated deductions to facilitate the refund to customers under this category.
2.3 Types of Transactions. Appleton Group LLC’s Transaction Services are available to types of Online Transactions permitted by Appleton Group LLC only. For any type of Online Transactions, you agree that Appleton Group LLC may limit any or all of the Transaction Services to a specified group of Customers in accordance with the relevant Transactional Terms. The types of Online Transactions and other benefits, features and functions of the Transaction Services available to a registered BUYER may vary for different countries and regions. No warranty or representation is given that the same type and extent of transactions, benefits, features and functions will be available to all BUYERs.
2.4 Lawful Items. The products or services of an Online Transaction using the Transaction Services must be lawful items and must not be otherwise prohibited or restricted by this clause 2.4. You shall not use the Transaction Services in connection with any Online Transaction that:
(a) may infringe on Appleton Group LLC’s or any third party’s legitimate rights including but not limited to copyright, trademark right, patent or other intellectual property rights.
(b) may be in breach of the Intellectual Property Right (IPR) and Online Transaction Policy and other relevant policies.
(c) may be in breach of other terms of this Agreement including the Transactional Terms and the General Terms.
(d) Note: for all products or services sold, exchanged, traded, enterprise or uploaded (including ideas and innovations) by a VENDOR OR SUPPLIER on our platforms, that VENDOR OR SUPPLIER agrees that it owns legitimate legal ownership right (copyright, trademark right, patent or other intellectual property rights) over that product or service including idea and innovations. Specifically, in the case of idea and innovations, every upload must be accompanied by the relevant intellectual property right certificate in accordance to international laws, policies, protocols and practices.
2.5 Refuse or Cancel Transactions.
You agree that Appleton Group LLC shall have the right to refuse or cancel any Online Transaction in breach of clause 2.4.
Apart from clause 2.4, you agree that Appleton Group LLC reserves the right, at our sole discretion, to refuse or cancel any Online Transaction for any reason. Some situations that may result in an Online Transaction being rejected or canceled include where problems are identified by our credit and fraud control department, where Appleton Group LLC has reason to believe the Online Transaction is unauthorized, violates any law, rule or regulations or may otherwise subject Appleton Group LLC or any of our affiliates to liability. Appleton Group LLC may also require additional verifications or information for any Online Transaction.
2.6 Appleton Group LLC Services and Appleton Group LLC Supplemental Services.
(a)(i) Appleton Group LLC may provide certain services for certain Online Transactions (“Appleton Group LLC Services”). You agree that Appleton Group LLC Services are provided by Appleton Group LLC its products, services, subsidiaries and affiliates (collectively, “Appleton Group LLC”) to receive payment of funds in support of Appleton Group LLC Sites for the Online Transactions
(b) Buyer Protection Plan. Appleton Group LLC provides a Buyer protection policy for Online Transactions. All Buyers subscribe to the Buyer protection policy of Appleton Group LLC including their performance of obligations thereunder. VENDOR OR SUPPLIER agrees to permit and hereby authorize Appleton Group LLC to escrow, deduct, withhold and dispose any deposits provided in accordance with the terms under the Buyer protection policy. VENDOR OR SUPPLIER acknowledges and agrees that the protection afforded to BUYER under Buyer protection policy applies to all Online Transactions undertaken through the platforms offered by Appleton Group LLC. VENDOR OR SUPPLIER acknowledges and agrees Appleton Group LLC may add guarantees for the BUYER on such Online Transactions within the scope of the Buyer protection policy. The guarantee service, if applied, will be performed according to the agreement reached between the VENDOR OR SUPPLIER and the Buyer.
2.7 Disputes between Buyers and Sellers. You agree that any Dispute arising between you and the BUYER to an Online Transaction will be handled in accordance with clause 10, and that Appleton Group LLC shall have the full right and power to make a determination for such Dispute including the use of its Alternative Disputes Resolution Mechanisms. Upon receipt of a Dispute, Appleton Group LLC shall have the right to request either or both Buyer and Seller to provide supporting documents. You agree that Appleton Group LLC shall have the absolute discretion to reject or receive any supporting document. You also acknowledge that Appleton Group LLC is not a judicial or arbitration institution and will make the determinations only as an ordinary non-professional person. Further, we do not warrant that the supporting documents that the parties to the Dispute submit will be true, complete or accurate. You agree not to hold Appleton Group LLC and our affiliates liable for any material which is untrue or misleading.
2.8 Powers of Appleton Group LLC. you expressly acknowledge and agree that Appleton Group LLC shall have the full power, authority and discretion to reject or cancel an Online Transaction and to make a determination on any dispute between VENDOR OR SUPPLIER and buyer (agreement) including the remittance of the funds under an online transaction that are held by Appleton Group LLC as instructed by Appleton Group LLC in accordance with this Agreement, and all other Appleton Group LLC related policies relevant to the transactional terms. You also acknowledge that this Agreement and all other Appleton Group LLC related policies may not cover all issues that may arise in connection with an Online Transaction. You agree and accept that Appleton Group LLC shall have the right to modify or supplement the Transaction Terms. You further agree and accept that Appleton Group LLC shall have the right to make determinations wherever Appleton Group LLC considers appropriate having regard to the evidence received by us and in accordance with commonly accepted principles and practices in the relevant industries and interests of both VENDOR OR SUPPLIER and Buyer regardless whether the issue in question has been expressly addressed in the Transactional Terms or this Agreement.
2.9 Appleton Group LLC’s Records. In case of any dispute in connection with any Online Transaction, the records of Appleton Group LLC shall take precedence and be conclusive.
2.10 Transactions involving a third-party finance provider.
You agree that:
(a) Appleton Group LLC does not guarantee any third-party finance provider (the “Lender”) will provide financing to Buyer in connection with the Online Transaction and shall not be held liable to VENDOR OR SUPPLIER in connection with any third-party financing in connection with the Online Transaction;
(b) you hereby authorize Appleton Group LLC to disclose information related to you and/or the Online Transaction to the Lender in connection with the Lender’s provision of financing for the Online Transaction; and
(c) any dispute with the Lender in connection with the Online Transaction shall be resolved between the Lender and the VENDOR OR SUPPLIER. Notwithstanding the power given to Appleton Group LLC under this Agreement, it is not Appleton Group LLC’s obligation to resolve or assist in the resolution of such disputes.
3. Vendor or Supplier Commitment to Buyer.
3.1 Online Order. As a VENDOR OR SUPPLIER, you agree to enter into an Online Transaction with BUYER for products or services when the BUYER completes and, submits and you accept an order online using the applicable standard order form on the Appleton Group LLC Sites/Apps. You agree with Buyer that you shall be responsible for ensuring that you abide by all the relevant terms and conditions for the products or services in the relevant online order form, including but not limited to the pricing, quantity, specifications, quality standards, inspection, shipping, etc. Appleton Group LLC may refuse to process or cancel any Online Transaction which in Appleton Group LLC’s reasonable opinion, has insufficient information to constitute a binding contract.
3.3 Online Transactions Subject to This Agreement. You agree that an Online Transaction is additionally subject to the applicable terms and conditions set forth in this Agreement and the Transactional Terms. You agree with Buyer to complete the Online Transaction according to the terms of the online order, the relevant Transactional Terms and this Agreement. You agree with Buyer that either of you may only cancel any Online Transaction according to the relevant Transactional Terms.
3.4 Transaction between Seller and Buyer Only. You agree that each Online Transaction is made by and between a VENDOR OR SUPPLIER and a Buyer only. Despite that Appleton Group LLC, its brand or affiliates provides the Transaction Services and, if applicable, may conduct formality review of an Online Transaction, Appleton Group LLC, its brand or affiliates shall not be considered as a party to the Online Transaction. Appleton Group LLC, its brand or affiliates does not represent Seller or Buyer in any Online Transaction. Appleton Group LLC, its brand or affiliates will not be responsible for the quality, safety, lawfulness or availability of the products or services offered under any Online Transaction or the ability of either VENDOR OR SUPPLIER or Buyer to complete any Online Transaction. You agree that you will not hold Appleton Group LLC, its brand or affiliates and agents liable for any losses, damages, claims, liabilities, costs or expenses arising from any Online Transactions, including any breach, partial performance or non-performance of the Online Transaction by the other party to the transaction.
3.5 Payment of Contract Price. For any Online Transaction, YOU AGREE THAT BUYER WILL PAY THE FULL TRANSACTIONAL PRICE AS LISTED, DETERMINED AND APPROVED BY APPLETON GROUP LLC FOR ONLINE TRANSACTION TO YOU THROUGH THE APPLETON GROUP LLC SITE/APPS OR SERVICES OF APPLETON GROUP LLC UNLESS ANOTHER OPTION IS MADE AVAILABLE DIRECTLY BY APPLETON GROUP LLC ON THE APPLETON GROUP LLC SITES/APPS. When using Appleton Group LLC to submit payment for an Appleton Group LLC Online Transaction, payments are (in the case of Online Transaction through Appleton Group LLC) processed through accounts owned by Appleton Group LLC or one of its affiliates and/or a registered third-party service provider acting on Appleton Group LLC’s behalf. The funds are received for the VENDOR OR SUPPLIER in accordance with the Transaction Services Agreement. VENDOR OR SUPPLIER agrees that the Buyer’s full payment of the transaction price listed for the Online Transaction to Appleton Group LLC (as the case may be) constitutes final payment to VENDOR OR SUPPLIER and Buyer’s payment obligation for the Online Transaction is fully satisfied upon receipt of funds by Appleton Group LLC’s or Appleton Group LLC’s account.
In the case the Online Transaction adopts Appleton Group LLC Services, the payment in connection with the Online Transactions concluded will be facilitated by Appleton Group LLC. Appleton Group LLC shall not dispose of any such fund except in accordance with Appleton Group LLC’s terms as agreed by VENDOR OR SUPPLIER and Buyer which are set out in the terms and conditions of this Agreement and other relevant agreements. VENDOR OR SUPPLIER has requested and agreed that the settlement of funds to VENDOR OR SUPPLIER be delayed as provided in the Appleton Group LLC Services Agreement.
By using the Appleton Group LLC Services, you acknowledge and agree that Appleton Group LLC is not a bank and the Appleton Group LLC Services should in no way be construed as the provision of banking services. Appleton Group LLC is not acting as a trustee, or fiduciary with respect to User’s funds and it does not have control of, nor liability for, the products or services that are paid for with the Appleton Group LLC Services; except that in accordance with the Consumer Protection Policy, Appleton Group LLC may provide a form of a limited non-banking quasi escrow service as specified under the policy. Appleton Group LLC does not guarantee the identity of any User or ensure that a Buyer or a VENDOR OR SUPPLIER will complete a transaction on Appleton Group LLC Sites. You further agree that neither Buyer nor VENDOR OR SUPPLIER will receive interest or other profits in relation to the Appleton Group LLC Services.
In the case the Online Transaction adopts Appleton Group LLC Supplemental Services, the payment in connection with the Online Transactions concluded will be facilitated by Appleton Group LLC. Appleton Group LLC shall not dispose of any such fund except in accordance with Appleton Group LLC’s terms as agreed byVENDOR OR SUPPLIER and Buyer which are set out in the terms and conditions of this Agreement and other relevant Appleton Group LLC’s agreements. VENDOR OR SUPPLIER has requested and agreed that the settlement of funds to VENDOR OR SUPPLIER be delayed as provided in the Appleton Group LLC Supplemental Services Agreement.
The following payment distributions shall be applied:
Vendor or Supplier
Appleton Group LLC’s Commission
Customer Rebate: Reward and Referral Points
3.5% including DPO VAT
VENDOR OR SUPPLIER agrees that product price on the Appleton Group LLC Sites/Apps shall be inclusive of and distributed per the following percentage price distributions:
- 3.5% as percentage of price allocated for cost for payment gateway and shall be deducted by Appleton Group LLC’s third-party service provider of the service
- 12% as percentage of price allocated for www.hobyclean.com laundry e-commerce platform fee shall be deducted by Appleton Group LLCs as its commission.
- 3% as percentage of price allocated for cost covering custmer rebates including purchase reward points and referrals. The amount shall be deducted by Appleton Group LLC and shall be allocated at the full discresion of Appleton Group LLC for marketing related purposes.
- 81.5% as percentage of price shall be allocated to VENDOR OR SUPPLIER for providing the service to BUYER including transportation, shipment, etc.
- VAT/GST: However the above, based on the tax regime of the jurisdiction of sales, additional percentage shall be added to unit price as Value Added Tax or Goods and Services Tax as a tax withholding. VAT/GST, when applicable and charged as an addition to price, shall be withheld and remitted to the authorized governmental authority in accordance with applicable laws by Appleton Group LLC.
- For further details regarding fees and payments, please see section 4 below.
3.6 Payment Methods. Please note that the payment methods available on the Appleton Group LLC Sites may be provided by Appleton Group LLC’s partners. If there is any chargeback or reversal of any payment requested by a payment service partner, VENDOR OR SUPPLIER agrees that Appleton Group LLC has the right to refund the money so requested by the payment service partner on behalf of VENDOR OR SUPPLIER with full liability to VENDOR OR SUPPLIER. Appleton Group LLC will use reasonable efforts to assist VENDOR OR SUPPLIER in any dispute resolution process that may arise of the relevant payment service partners. However, if the participation in the dispute resolution process is subject to additional fees, this will be at VENDOR OR SUPPLIER’s own cost only.
3.8 Your Agent. If you are required to conclude and complete an Online Transaction through an agent e.g. a VENDOR OR SUPPLIER may be required to engage a qualified import and export agent as its export agent, such agent is merely an agent of you. If any obligations are required to be performed by the agent, you shall remain solely liable to the other party of the Online Transaction for the non-performance or default by your agent.
4. Appleton Group LLC Service Fees
4.1 Service Fees. Appleton Group LLC charges service fees for Online Transactions according to the fee schedules announced by Appleton Group LLC above (12%) and on the Appleton Group LLC Sites/Apps. Appleton Group LLC reserves the right to charge any service fees for other types of Online Transactions upon reasonable prior notification published on the Sites/Apps. In the case the Online Transaction adopts Appleton Group LLC Services, you hereby authorize and instruct Appleton Group LLC to deduct any service fees that are due and payable to Appleton Group LLC under an Online Transaction and to pay the same to Appleton Group LLC when Appleton Group LLC releases any amount held by it under the Online Transaction. Neither Appleton Group LLC nor its affiliates or agents have any control over and is to be held responsible or liable for the products or services that are paid for with our service. We cannot ensure that a buyer you are dealing with will actually complete the transaction.
4.2 Third Party Fees Not Included. The service fees charged by Appleton Group LLC do not include any fees for any service or product that you may acquire or purchase in connection with the Online Transaction. It shall be your responsibility to settle the fees with such third-party vendors.
4.3Taxes, Financial Charges Not Included. All fees charged by Appleton Group LLC are exclusive of any taxes, duties or other governmental levies or any financial charges except clearly stated in the payment distributions. You agree to pay and be responsible for any taxes, duties, levies or charges for the use of the Transaction Services in addition to our service fees. In the event Appleton Group LLC is required by any applicable law to collect or withhold any taxes or duties, you agree to pay such taxes or duties to Appleton Group LLC. You will also be liable for any financial charges for remission of funds to you, and Appleton Group LLC shall have the right to pay such charges from such funds. Appleton Group LLC and its affiliates and agents shall have the right to deduct any financial charges incurred as a result of providing the Transaction Services and the party receiving the funds will bear the costs of such bank charges.
5. Vendor, Supplier or Innovator Responsibilities
5.1 Provision of Information and Assistance. You agree to give all notices, provide all necessary information, materials and approval, and render all reasonable assistance and cooperation necessary for the completion of the Online Transactions and Appleton Group LLC’s provision of the Transaction Services. If your failure to do so results in delay in the provision of any Transaction Service, cancellation of any Online Transaction, or disposal of any funds, Appleton Group LLC shall not be liable for any loss or damages arising from such default.
5.2 Representations and Warranties. You represent and warrant that:
(a) you will use the Transaction Services in good faith and in compliance with all applicable laws and regulations including laws related to anti-money laundering and counter-terrorism financing；
(b) all information and material you provide in connection with the use of the Transaction Services is true, lawful and accurate, and is not false, misleading or deceptive;
(c) you will not use the Transaction Services to defraud Appleton Group LLC, our affiliates, or Customers or users of the Appleton Group LLC Sites or engage in other unlawful activities (including without limitation dealing in products and services or activities prohibited by law);
(d you have the legitimate right and authorization to sell, distribute or export the products using the Transaction Services and such products do not infringe any third party’s rights;
(e), you have good title to the products ordered under the Online Transaction, and the products meet the agreed descriptions and requirements; and
(f) you will provide the services ordered with reasonable care and skills.
5.3 Breaches. If you are, in Appleton Group LLC’s opinion, not acting in good faith, abusing the Transaction Services, or otherwise in breach of this Agreement, Appleton Group LLC shall have the right to cancel the relevant Online Transaction(s) and terminate this agreement. Appleton Group LLC also reserves the right to impose any penalty, or to temporarily or permanently suspend or terminate your use of the Transaction Services, temporarily or permanently suspend or terminate your account on the Appleton Group LLC Sites/Apps. Appleton Group LLC also reserves the right to (i) temporarily suspend the transaction functionalities of your account with Appleton Group LLC for a prescribed period determined by Appleton Group LLC, or permanently terminate the use of your Appleton Group LLC account and/or (ii) authorize Appleton Group LLC to temporarily suspend the transaction functionalities of your Appleton Group LLC account for a prescribed period determined by Appleton Group LLC, or permanently terminate the use of your Appleton Group LLC account. Appleton Group LLC may also publish the findings, penalties and other records regarding the breaches on the Appleton Group LLC Sites/Apps.
5.4 Feedback System. You shall not take any action which may undermine the integrity of Appleton Group LLC’s feedback system, such as providing positive feedback on oneself on the Appleton Group LLC Sites using secondary Member IDs or through third parties or by providing unsubstantiated negative feedback on another VENDOR OR SUPPLIER on a BUYER on the Appleton Group LLC Sites.
5.5 Indemnification. You agree to indemnify Appleton Group LLC and our affiliates, employees, directors, officers, agents and representatives and to hold them harmless, from any and all losses, damages, actions, claims and liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, from your use of the Transaction Services or from your breach of this Agreement. Appleton Group LLC reserves the right, at our own discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with Appleton Group LLC in asserting any available defenses.
6.1 Confidential Obligations. You agree to keep confidential all confidential information provided by Buyers of the Appleton Group LLC Sites or Appleton Group LLC in connection with any Online Transaction or the Transaction Services.
6.2 Confidential Information. All information and material provided by another VENDOR OR SUPPLIER of the Appleton Group LLC Sites/Apps will be deemed to be confidential information unless such information or material is already in the public domain or has subsequently become public other than due to your breach of the confidential obligations.
7. Disclaimer and Limitation of Liability
7.1 No Warranty. You expressly agree that your use of the Transaction Services is at your sole risk. TO THE FULL EXTENT PERMITTED BY LAW THE TRANSACTION SERVICES ARE PROVIDED ON THE "AS IS", "AS AVAILABLE" AND “WITH ALL FAULTS” BASES, AND APPLETON GROUP LLC MAKES NO REPRESENTATION OR WARRANTY THAT THE TRANSACTION SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. APPLETON GROUP LLC MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACCURACY, TRUTHFULNESS AND COMPLETENESS OF THE INFORMATION PROVIDED BY ANY CUSTOMER/USER/BUYER OF THE APPLETON GROUP LLC SITES/APPS. YOU WILL BE SOLELY RESPONSIBLE FOR ALL CONSEQUENCES RESULTING FROM YOUR OWN JUDGEMENT AND DECISION TO USE OR OTHERWISE RELY ON SUCH INFORMATION. APPLETON GROUP LLC AND OUR AFFILIATES FURTHER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, UNDERTAKINGS AND TERMS ARE HEREBY DISCLAIMED AND EXCLUDED.
7.2 Exclusion and Limitation of Liabilities. TO THE FULL EXTENT PERMITTED BY LAW, APPLETON GROUP LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF DATA, WHETHER IN CONTRACT, NEGLIGENCE, TORT, EQUITY OR OTHERWISE, ARISING FROM THE USE OF OR INABILITY TO USE THE TRANSACTION SERVICES. THE AGGREGATE LIABILITY OF APPLETON GROUP LLC AND OUR AFFILIATES AND AGENTS ARISING FROM THE TRANSACTION SERVICES IN CONNECTION WITH ANY ONLINE TRANSACTION SHALL NOT EXCEED THE HIGHER OF THE SERVICE FEES CHARGED BY APPLETON GROUP LLC OR US$100.
8. Force Majeure
8.1 Force Majeure. Under no circumstances shall Appleton Group LLC and our affiliates and agents be held liable for any delay or failure or disruption of the Transaction Services resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, acts of God, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, terrorism, war, governmental actions, orders of domestic or foreign courts or tribunals.
9.1 Notices. Except as explicitly stated otherwise, legal notices shall be served on you by sending notices to the email address in your latest registered profile on the Appleton Group LLC Sites/Apps. Notice shall be deemed given 24 hours after email is sent, unless we are notified that the email address is invalid. Alternatively, we may give you legal notices by mail to the address in your latest registered profile in which case the notice shall be deemed given five days after the date of mailing. Except as explicitly stated otherwise, legal notices shall be served on Appleton Group LLC by sending the notices to Appleton Group LLC, 16192, Coastal Highway, Lewes, DE 19958, USA. or at firstname.lastname@example.org.
10. Governing Law; Jurisdiction
10.1 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.
10.2 Amicable Negotiations. If any dispute or claim arises from or in connection with this Agreement, an Online Transaction or your use of the Transaction Services (“Dispute”), the relevant parties shall resolve the Dispute through amicable negotiations.
10.3 DISPUTE BETWEEN BUYER AND VENDOR OR SUPPLIER. IN CASE A DISPUTE ARISES BETWEEN BUYER AND VENDOR OR SUPPLIER FROM OR IN CONNECTION WITH AN ONLINE TRANSACTION, IF THE DISPUTE IS NOT RESOLVED THROUGH AMICABLE NEGOTIATION WITHIN THE PRESCRIBED TIME PERIOD ACCORDING TO THE RELEVANT TRANSACTIONAL TERMS, YOU AGREE TO SUBMIT THE DISPUTE TO APPLETON GROUP LLC FOR DETERMINATION. IF YOU ARE DISSATISFIED WITH APPLETON GROUP LLC’S DETERMINATION, YOU MUST APPLY TO THE UNITED STATES ARBITRATION COURTS WHERE IT EXISTS OR TO AN INDEPENDENT ARBITRATOR APPOINTED BY THE PARTIES FOR ARBITRATION AND NOTIFY APPLETON GROUP LLC OF SUCH APPLICATION WITHIN 20 CALENDAR DAYS AFTER APPLETON GROUP LLC’S DETERMINATION. IF EACH OF BUYER AND VENDOR OR SUPPLIER IN THE DISPUTE DOES NOT APPLY FOR ARBITRATION WITHIN THE ABOVE 20 CALENDAR DAYS, EACH OF THE BUYER AND THE VENDOR OR SUPPLIER SHALL BE DEEMED TO HAVE AGREED THAT APPLETON GROUP LLC’S DETERMINATION SHALL BE FINAL AND BINDING ON YOU. WITH A FINAL DETERMINATION, IN THE CASE THE ONLINE TRANSACTION ADOPTS THE APPLETON GROUP LLC SERVICES, APPLETON GROUP LLC MAY INSTRUCT APPLETON GROUP LLC TO DISPOSE THE FUNDS HELD BY APPLETON GROUP LLC ACCORDING TO SUCH DETERMINATION, AND IN THE CASE THE ONLINE TRANSACTION ADOPTS APPLETON GROUP LLC SUPPLEMENTAL SERVICES, APPLETON GROUP LLC MAY DISPOSE OF THE FUNDS HELD BY APPLETON GROUP LLC ACCORDING TO SUCH DETERMINATION. FURTHER, EACH OF BUYER AND VENDOR OR SUPPLIER SHALL BE DEEMED TO HAVE WAIVED ANY CLAIM AGAINST APPLETON GROUP LLC AND ITS AFFILIATES AND AGENTS.
10.4 Other Disputes. In case a Dispute arises between you and Appleton Group LLC in any other circumstances, if the Dispute is not resolved between you and Appleton Group LLC, you and Appleton Group LLC agree that the Dispute shall be finally resolved by arbitration in the United States of America.
10.5 UNITED STATES ARBITRATION. IF ANY DISPUTE IS SUBMITTED IN THE UNITED STATES FOR ARBITRATION, THE ARBITRATION SHALL BE CONDUCTED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES IN FORCE AT THE TIME OF APPLYING FOR ARBITRATION AS AMENDED BY THIS CLAUSE. THE ARBITRATION PANEL SHALL CONSIST OF ONE SINGLE ARBITRATOR. UNLESS THE PARTIES AGREE OTHERWISE, THE ARBITRATION SHALL BE CONDUCTED IN ENGLISH. THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE AND/OR SOLELY BASED ON WRITTEN SUBMISSIONS AS SPECIFIED BY THE PARTY INITIATING THE ARBITRATION, PROVIDED THAT THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE AGREED BY THE PARTIES. THE ARBITRATION AWARD RENDERED BY THE TRIBUNAL SHALL BE FINAL AND BINDING ON ALL THE RELEVANT PARTIES. THE ARBITRATION EXPENSES SHALL BE BORNE BY THE LOSING PARTY UNLESS OTHERWISE DETERMINED IN THE AWARD.
10.6 Indemnification. If you initiate any legal proceedings against Appleton Group LLC or our affiliates in breach of this clause 10, including any legal proceedings disputing Appleton Group LLC’s determination which has become binding on you according to this clause 10, you shall hold Appleton Group LLC and our affiliates, agents, employees, directors, officers harmless and indemnified against any claim, losses, damages that may be suffered by us.
10.7 Limitation Period. In any event, you may not make any claim against Appleton Group LLC or our affiliates under this Agreement after one year from the occurrence of the matter giving rise to the claim.
10.8 Injunctive Relief. Notwithstanding the foregoing provisions, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction prior to or during the arbitration.
11. General Provisions
11.1 Entire Agreement. This Agreement constitutes the entire agreement between you and Appleton Group LLC with respect to and governs the use of the Transaction Services, superseding any prior written or oral agreements in relation to the same subject matter herein.
11.2 Severance. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid and be enforced.
11.3 Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
11.4 Independent Contractor. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
11.5 No Waiver. Any failure by Appleton Group LLC and our affiliates to exercise any of our rights under this Agreement shall not constitute a waiver of such right or a waiver with respect to subsequent or similar breach. A waiver shall be effective only if made in writing.
11.6 Assignment. Appleton Group LLC shall have the right to assign this Agreement (including all of our rights, titles, benefits, interests, and obligations and duties in this Agreement) to any of our affiliates and to any successor in interest. Appleton Group LLC may delegate certain of Appleton Group LLC rights and responsibilities under this Agreement to independent contractors or other third parties. You may not assign, in whole or part, this Agreement to any person or entity.