Terms & Conditions
Payments
Privacy

BuyGoods Terms & Conditions for Advertisers and Affiliates

These BuyGoods Terms & Conditions ("Agreement") constitute a legally binding agreement between You and BuyGoods. By clicking the button stating that you have read and agree to this Agreement as part of your registration with BuyGoods, you agree to be bound by this Agreement, including all documents incorporated by reference into this Agreement and any and all updates to this Agreement and such incorporated documents.

1. SCOPE

1.1 BuyGoods is an online retailer, where customers come to buy great products they love. BuyGoods additionally provides access to an online platform, including without limitation the website located at https://backoffice.buygoods.com (the "Site"), the services offered on or through the Site, and any servers, computers or networks used to provide the Site (collectively, the "Services"). The Site and Services are owned by BuyGoods and/or its licensors and are made available to You solely under license pursuant to this Agreement. BuyGoods acts as the merchant of record for all transactions processed through the Services. For purposes of this Agreement, "Advertiser" is defined as any person or entity that submits one or more Products for sale via the BuyGoods Site or Services, and "Affiliate" is defined as any persons and/or entities that Promote (defined below) Products made available via the Services. This Agreement applies to Advertisers and Affiliates and is a legally binding contract.

1.2 This Agreement includes the BuyGoods Privacy Policy, as amended from time to time, and applies to Your use of the Services, the Site and all purchases of Products made or confirmed through the Site. You understand and agree that this Agreement is legally binding and enforceable against You, and any entity by which You are employed or affiliated and on whose behalf the Products are purchased, sold, promoted, and/or used. If You are agreeing to this Agreement on behalf of yourself and such entity, You represent that You have the authority to bind the entity to this Agreement. The terms "You" and "Your" refer to each Advertiser and Affiliate, individually, and to each such entity. You hereby represent and warrant that You have carefully read and understand this Agreement, that You are of legal age under the laws of Your country (e.g., eighteen years of age or older in the European Union and United States), and that You accept this Agreement freely, voluntarily, and with full knowledge and understanding of its terms and conditions.

2. ACCOUNT REGISTRATION AND MAINTENANCE

2.1 You will be required to register for an account in order to sell or promote Products and use the Services. When You provide information during the registration process, You agree to provide only true, accurate, current and complete information and to update it as necessary to maintain its truth and accuracy. If You provide any information to BuyGoods that is untrue, inaccurate, or incomplete, or if BuyGoods has reason to believe that the information You provided is untrue, inaccurate, or incomplete, BuyGoods may: (a) suspend or terminate Your account; (b) use electronic self-help means to terminate Your ability to access the Products or Services, as permitted by applicable law; and/or (c) terminate this Agreement.

2.2 If You register for a BuyGoods account, You agree to accept responsibility for all activities that occur under Your account, and You agree You will not sell, transfer or assign Your account. You are responsible for maintaining the confidentiality of Your password, user ID, and other account credentials, and you may not permit others to use Your account credentials or your account. You shall immediately notify BuyGoods of any unauthorized use of Your account credentials, or any other breach of security that is known or suspected by You.

3. LISTING PRODUCTS

If You register any Products for sale via the Services, you are deemed an Advertiser, and You agree, acknowledge, represent and warrant that:

3.1 All Products You register for sale via the Services must be approved by BuyGoods prior to You being able to list the Products through the Services. In certain circumstances, BuyGoods may require You to modify your Products prior to being approved or prohibit your Products from being sold via the Services, in the sole discretion of BuyGoods.

3.2 All Products You register for sale via the Services, and the offering and sale thereof via the Services, comply with all of Your country's laws and all applicable U.S. federal and state laws and regulations, including the Federal Food, Drug, and Cosmetic Act, the Dietary Supplement Health and Education Act of 1994 ("DSHEA"), current Good Manufacturing Practice ("cGMP") regulations, and all applicable FTC and FDA rules, regulations and guidelines. You are solely liable and responsible for all warnings, labeling, adverse event reporting, product testing, substantiation of product claims, and regulatory compliance for the Products. You shall not make any health, disease or drug claims regarding Your Products unless such claims have been approved by the applicable regulatory authority or are otherwise permitted by applicable law.

3.3 Your Products do not involve downloading software on the computer of a person or entity purchasing a Product (the "Customer") unless a purchase is completed or You provide the Customer a clear and conspicuous disclosure describing all of the software being downloaded, its functionality and You obtain express consent prior to any such downloads.

3.4 Without further conditions or limitations, You authorize BuyGoods to list any Product You register for sale via the Services in the online, searchable catalog of Products made available via the Services; and make it available for sale to Customers and/or for the Affiliates that Promote the Products made available via the Services.

3.5 You will provide valid email addresses to which Customers or BuyGoods can send inquiries and receive a reply by end of the following business day. Customers and BuyGoods must also be able to receive a non automated response within one business day, when necessary.

3.6 You will notify BuyGoods of any regulatory or legal complaints, or threats of such complaints, that You receive in connection with or in relation to a Product within two business days of Your receipt of such complaint. You shall assist BuyGoods, at Your sole cost and expense, in taking any necessary or appropriate actions reasonably requested by BuyGoods to respond to and/or resolve such complaints.

3.7 If and to the extent You use third parties to provide, manufacture, fulfill, ship, store or otherwise handle Products or Services, including any third-party logistics, fulfillment or warehousing providers (collectively, "Fulfillment Providers"), You and such third parties must be in compliance with all applicable laws, regulations, and terms of this Agreement. You are solely responsible for all acts, omissions, errors, delays and failures of any such third party, including any Fulfillment Provider, regardless of whether BuyGoods has been made aware of or has reviewed any agreement between You and such third party. BuyGoods is not a party to, and shall have no obligations or liability arising from, any agreement between You and any Fulfillment Provider or other third party.

3.8 You will establish a return, replacement and/or cancellation policy for Your Products ("Return Policy") that provides Customers with a refund period of no less than sixty (60) days from the date of purchase.

3.9 You will ensure that the Return Policy is clearly and conspicuously posted for Customers to review prior to purchasing Your Products.

3.10 If You are an Advertiser, You shall obtain and maintain, at Your sole cost and expense, commercial general liability insurance with a minimum coverage amount of two million dollars ($2,000,000) per occurrence from a nationally recognized insurance carrier rated A- VII or better by A.M. Best. Such insurance policy shall name BuyGoods Inc. as an additional insured. You shall provide BuyGoods with a certificate of insurance ("COI") evidencing such coverage prior to listing any Products for sale via the Services, and shall provide updated COIs promptly upon renewal or any material change to Your coverage. You shall maintain such insurance coverage for a period of no less than two (2) years following the termination or expiration of this Agreement. Failure to obtain or maintain the required insurance coverage shall constitute a material breach of this Agreement and grounds for immediate suspension or termination of Your account.

3.11 Upon the request of BuyGoods, You shall provide BuyGoods with a written certification confirming Your compliance with the terms of this Agreement, including all applicable laws and regulations. You shall provide such certification within ten (10) business days of BuyGoods's request. Failure to provide timely certification shall constitute a material breach of this Agreement.

4. DELIVERY; RISK OF LOSS; TITLE

4.1 When Orders are placed on your website, you shall provide delivery dates (whether provided on the Site, in an Order confirmation, or elsewhere). These dates are estimates only and not a guarantee that the Products will be delivered by a given date.

4.2 You shall deliver tangible Products to the street address, and electronic Products to the customer's email address, provided when Customers place their orders through your Site.

4.3 All risk of loss for the Products shall pass from You to Customers upon delivery of the Products to the location or email address specified in Customers’ orders. For the avoidance of doubt, the delivery of downloaded Products occurs when the Products are downloaded. If a Customer refuses or fails to take delivery of the Products, all risk of loss for the Products will pass to Customer, and Customer shall be responsible for all costs incurred based on refusal or failure to take delivery.

4.4 You are solely responsible for the selection, engagement and management of any Fulfillment Providers. BuyGoods shall have no obligation or liability arising from any delay, damage, loss, non-delivery or other failure in the fulfillment or shipping of Products, regardless of whether such failure is caused by You or by any Fulfillment Provider or other third party engaged by You. You shall indemnify BuyGoods for any Customer claims, chargebacks, regulatory actions or other losses arising from fulfillment failures or delays.

5. AUTOMATIC RENEWAL

If Your Products are provided with an option to automatically renew the Product license or subscription, and a Customer elects automatic renewal, each renewal term for the Products will be equal in duration to the initial term for such Products. At any time during a renewal term, the Customer may elect to not renew the Product license or subscription for the forthcoming renewal term, in which case You shall not provide such non-renewed Products after expiration of the then-current renewal term.

6. BUYGOODS ORDER TAKING

The following provisions apply to Advertisers only. Advertisers hereby authorize BuyGoods to solicit, accept and process orders for their Products via telephone, SMS payment links and other non-online channels as BuyGoods may offer from time to time (collectively, "Phone Orders"). BuyGoods shall process Phone Orders through the Services using the same secure payment processing methods used for online orders. For purposes of Phone Orders, BuyGoods shall act as an Affiliate and shall be entitled to Commissions at the rates set forth in the applicable fee schedule, rate card or order form between You and BuyGoods. Phone Orders and associated Commissions will appear on Your dashboard under the designation "BuyGoods Order Taking" or such other designation as BuyGoods may use from time to time. BuyGoods is authorized to send SMS payment links to Customers in connection with Phone Orders for the purpose of completing transactions. BuyGoods shall be responsible for compliance with the Telephone Consumer Protection Act ("TCPA"), applicable state telemarketing laws and any other laws governing telephone solicitations and SMS communications in connection with Phone Orders it initiates. You shall not send or cause to be sent any SMS messages in connection with Products sold via the Services except as expressly authorized by BuyGoods in writing. All terms of this Agreement applicable to online orders, including Your obligations regarding Product compliance, fulfillment, delivery, refunds, returns, chargebacks and indemnification, shall apply equally to Phone Orders. For the avoidance of doubt, Your refund, exchange and return obligations under this Agreement apply regardless of the channel through which an order is placed. You shall provide BuyGoods with accurate, current and complete product information, pricing, availability and promotional terms to enable BuyGoods to accurately represent Your Products during Phone Order interactions. You are solely responsible for the accuracy of all product information provided to BuyGoods and shall promptly notify BuyGoods of any changes to pricing, availability or product specifications. BuyGoods shall have no liability for any inaccuracy in product representations made during Phone Order interactions that results from inaccurate, incomplete or outdated information provided by You. BuyGoods may record telephone calls related to Phone Orders for quality assurance, training, compliance and dispute resolution purposes. You acknowledge and consent to such recording and agree that such recordings may be used as evidence in any proceeding arising under this Agreement. BuyGoods may, in its sole discretion, decline to accept Phone Orders for any Product, modify the Phone Order process, or discontinue the Phone Order service at any time without prior notice or liability to You.

7. PROMOTING PRODUCTS

If You promote, market or otherwise advertise ("Promote" or a "Promotion") any Products which are registered for sale via the Services, either by You or by another BuyGoods Advertiser, whether via the Services or via any other online or offline channel or medium for the purpose of earning a percentage of the sale price of any Product sold as a result of such Promotion ("Commissions"), You agree, acknowledge, represent and warrant that:

7.1 When You Promote a Product, You will use the applicable trademarks, logos, trade names or service marks in accordance with such Advertiser's trademark guidelines, which will either be supplied by BuyGoods or set forth in the Advertiser’s promotional messaging guidelines , if applicable.

7.2 You will not make any unlicensed or unauthorized use of, or otherwise infringe, violate or misappropriate the intellectual property rights of any entity or individual.

7.3 You will not Promote violence, sexually explicit materials, Products from any website, blog, social network, forum or other medium that contain, host or promote illegal content or material, illegal activities, alcohol, tobacco or prescription drugs, discrimination based upon race, sex, religion, nationality, disability, sexual orientation or age.

7.4 You will not Promote any Products or services to children under the age of thirteen (13).

7.5 You will not defame any person.

7.6 You will not include any trademarks or other brand identifiers, or any copyrighted materials, other than as expressly permitted by this Agreement.

7.7 You will not incorporate any variation of or misspell any third-party trademarks or other brand identifiers in any domain name, username or other identifier, including on any social networking site.

7.8 You will not in any way copy the "look and feel" of any third party website or otherwise imply that the Promotion is in fact a third party website.

7.9 All communications and/or representations made by You in connection with any Promotions and/or in relation to any Product will be accurate and contain all disclosures, warnings, labeling, regulatory labeling, and disclaimers necessary to prevent such Promotions from being false or deceptive. You shall not use fabricated urgency, false deadlines, misleading scarcity claims or other materially misleading promotional claims in email subject lines or other marketing communications, including subject lines that state or imply a promotion is ending, expiring or available for a limited time when the promotion is expected to be extended or repeated. Such disclosures and disclaimers must be made in a clear and conspicuous manner and will otherwise comply with Your country's laws, European laws, and all U.S. federal and state laws, including U.S. Federal Trade Commission ("FTC") regulations, policies and guidelines governing advertising, disclosure and consumer protection, including the FTC's Endorsement Guidelines.

7.10 BuyGoods reserves the right but is not obligated to review Your Promotions. You agree that BuyGoods, in its sole discretion and at any time, may require changes to Product Promotion and delivery pages, Customer support or other items related to the content of Your Promotions.

7.11 You will provide valid contact information, including but not limited to a working email address and phone number, where BuyGoods can send inquiries and receive a non-automated reply by end of the following business day.

7.12 BuyGoods does not independently review, verify, guarantee, or assume any responsibility or liability for, the accuracy, completeness, efficacy, legal or regulatory compliance, or timeliness of any information provided by Advertisers, nor is it responsible for any bonuses, prizes or other incentives offered by Advertisers, or otherwise offered by Advertisers via the Services. Your use of any information presented by an Advertiser is voluntary, and Your reliance is at Your sole risk. You acknowledge and understand that BuyGoods does not verify statements, claims, incentives or Promotions made by Advertisers via the Services.

8. EMAIL, TEXT MESSAGES AND TELEMARKETING

8.1 If You send, or cause to be sent any emails in connection with the direct or indirect Promotion or sale of any Product, then You agree, acknowledge, represent and warrant that all emails shall be in compliance with all laws and regulations regarding the use of electronic messages, including without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act ("CAN-SPAM Act"), California Business & Professions Code § 17529.5, the Children's Online Privacy Protection Act ("COPPA"), the Australian Spam Act 2003 (Cth), Canada's Anti-Spam Legislation ("CASL"), the Washington Commercial Electronic Mail Act (RCW Ch. 19.190), and the General Data Protection Regulation as it pertains to electronic direct marketing. You acknowledge that relevant laws include requirements that you maintain an effective “opt-out” program, accurately identify the sender of emails and be free of any deceptive or fraudulent headers, subject lines or content. You further acknowledge that certain jurisdictions, including the European Union, Canada and Australia, require prior opt-in consent before sending commercial electronic messages, and You shall obtain and maintain evidence of such consent where required by applicable law.

8.2 You shall not directly or indirectly exploit documented or undocumented security holes on any client or server machine, or obtain email addresses via automated means or send any email to any address which was obtained via automated means or the use of spyware, viruses, or other means of bypassing system security or invading consumer privacy.

8.3 BuyGoods does not permit any marketing or promotions by use of SMS or text messaging, except as expressly authorized under Section 6 (BuyGoods Order Taking). You shall not use any artificial intelligence, machine learning or automated technology to generate voice or text content for marketing communications in connection with Products without the prior written approval of BuyGoods.

8.4 If You engage in any telephonic marketing, including telephone calls, voicemail or text messages, in connection with the direct or indirect Promotion or sale of any Product, You shall comply with all applicable federal, state and international laws governing such communications, including the Telephone Consumer Protection Act ("TCPA"), applicable Federal Communications Commission regulations, the Telemarketing Sales Rule and all applicable state telemarketing and "mini-TCPA" laws. You shall: (a) obtain and document all required consents, including prior express written consent where required by applicable law, before initiating any marketing call or text message; (b) honor all opt-out and consent revocation requests within the timeframes required by applicable law; (c) comply with all applicable Do-Not-Call registry requirements, including the National Do-Not-Call Registry and any state registries; (d) comply with all applicable restrictions on the time, frequency and manner of marketing communications; and (e) transmit accurate caller identification information in connection with all calls and text messages. You acknowledge that You may be held liable for telephonic marketing violations committed by any third party acting on Your behalf or at Your direction, and You shall indemnify BuyGoods for any claims, fines, penalties or losses arising from such violations.

8.5 You shall maintain complete and accurate records of all consents obtained in connection with email, telephone, SMS and other electronic marketing communications related to Products, including the identity of each consenting individual, the date and time consent was obtained, the method by which consent was obtained, and the specific disclosure or consent language presented at the time of collection. You shall retain such records for the duration of this Agreement and for a period of no less than three (3) years following termination or expiration of this Agreement. You shall make such records available to BuyGoods within five (5) business days of a request from BuyGoods.

8.6 Any email analytics, tracking technologies or similar tools You use in connection with the Promotion of Products, including tracking pixels, web beacons and open-rate monitors, shall comply with all applicable privacy and data protection laws, including any disclosure or consent requirements under the GDPR, the ePrivacy Directive, and applicable U.S. state privacy laws.

8.7 You agree to promptly notify BuyGoods of any demands or notices accusing you of violating any law governing email, telephonic or text message marketing. You acknowledge that, under Section 11.3 of this Agreement, you are obligated to indemnify BuyGoods for any third-party claims it receives as a result of your email, telephonic or text message marketing, even if such marketing complied with legal requirements.

8.8 BuyGoods has the sole discretion to immediately suspend and/or terminate your account for any violation of the laws set forth in this Section 8 or guidelines set forth in this Agreement.

9. FEEDBACK

From time to time, BuyGoods may request feedback and other information from You about such topics as Your use and experiences with the Services. Feedback includes suggestions, submissions, comments, ideas, concepts, know-how, techniques material or feedback conveyed, offered or transmitted by You to BuyGoods, or otherwise in connection with the Services (collectively, "Feedback"). Providing BuyGoods with Feedback is optional. Feedback shall be deemed to be non-confidential and non-proprietary and BuyGoods shall have no obligation of any kind with respect to such Feedback, unless otherwise expressly agreed to in a writing executed by You and a duly authorized officer of BuyGoods. You hereby grant to BuyGoods and its licensees a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, transferable right and license, with right to sublicense, to reproduce, publicly display, distribute, perform, transmit, edit, modify, create derivatives works of, publish, sell, commercially exploit, use, and disclose Feedback for any purpose and in all forms and all media whether now known or to become known in the future. BuyGoods has the right to reproduce, adapt, publish, translate, distribute, and display all or parts of Your Feedback along with Your first name and last initial, and local geographic area, as determined by BuyGoods in its sole discretion, and BuyGoods may also use the Feedback in anonymous and aggregate reviews. BuyGoods shall have no obligation to compensate You for any Feedback. You hereby represent and warrant that: (a) You own or otherwise have the right to grant the foregoing license to BuyGoods with respect to Your Feedback; and (b) Your Feedback and any use thereof by BuyGoods will not infringe or violate the rights of any person. You are and shall remain solely responsible for the content of any Feedback You make and acknowledge that BuyGoods is under no obligation to respond to or use any Feedback You may provide.

10. REPRESENTATIONS AND WARRANTIES; DISCLAIMER

10.1 You represent, acknowledge and warrant that:

10.1.1 You, Your Products and/or Your Feedback, as applicable, do not and will not, directly or indirectly: (i) violate the right of privacy or publicity of any person; (ii) contain any libelous, obscene, indecent or otherwise unlawful material; (iii) infringe any intellectual property rights in any jurisdiction or otherwise contravene any rights of any person; (iv) violate any laws, FTC rules, regulations, guidelines, or industry standards; or (v) violate the BuyGoods Privacy Policy.

10.1.2 Without limiting the license restrictions set forth in Section 23.2, You may not: (i) frame, copy or mirror any content forming part of the Services; (ii) reverse engineer the Services or otherwise attempt to derive its source materials; (iii) access the Services for the purpose of (A) building a competitive product or service, or (B) copy any features, functions or graphics of the Services; (iv) interfere with or disrupt the Services or any data contained therein; (v) attempt to gain unauthorized access to the Services, its related systems or networks; or (vi) use the Services for any unlawful purpose or in violation of the rights of any person.

10.1.3 AS BETWEEN YOU AND BUYGOODS, THE SERVICES ARE DELIVERED "AS IS" AND YOUR USE OF THE SERVICES ARE AT YOUR OWN RISK. THE SITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. BuyGoods DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BuyGoods HEREBY DISCLAIMS, AND YOU HEREBY WAIVE, ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ANY WARRANTY THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OF THIS AGREEMENT. NEITHER BuyGoods NOR ITS RELATED COMPANIES ENDORSE OR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION, FACT OR OPINION PROVIDED ON OR THROUGH THE PRODUCTS AND/OR SERVICES.

10.1.4 ALL PRODUCTS PURCHASED ON OR THROUGH THE SITE ARE SUBJECT ONLY TO ANY APPLICABLE WARRANTIES OF THEIR RESPECTIVE MANUFACTURERS, DISTRIBUTORS AND Advertisers, IF ANY. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, BuyGoods HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS LISTED OR PURCHASED ON OR THROUGH THE SITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYGOODS HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES OR REGULATION, OR MISAPPROPRIATION.

11. LIMITATION OF LIABILITY; INDEMNIFICATION

11.1 IN NO EVENT SHALL BUYGOODS OR ITS RELATED COMPANIES, OR ITS HEIRS, SUCCESSORS AND ASSIGNS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS AGREEMENT AND/OR ANY (A) USE OF OR INABILITY TO USE THE SERVICES, (B) PERSONAL INJURY, PROPERTY DAMAGE, OR LOSSES OF ANY KIND, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE SERVICES OR PRODUCTS, (C) UNAUTHORIZED ACCESS TO OR USE OF ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND/OR (E) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES, WHETHER OR NOT BuyGoods IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE ENTIRE LIABILITY OF BuyGoods (INCLUDING ITS AFFILIATES) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE, FOR ANY REASON AND UPON ANY CAUSE OF ACTION, REGARDLESS OF THE NUMBER OF ACTIONS OR NUMBER OF LICENSED COPIES OF THE PRODUCTS (AND WHETHER BASED IN CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHERWISE) SHALL NOT EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100.00 USD). NO CAUSE OF ACTION WHICH ACCRUED MORE THAN ONE (1) YEAR PRIOR TO THE FILING OF A SUIT ALLEGING SUCH CAUSE OF ACTION MAY BE ASSERTED AGAINST BuyGoods OR ITS RELATED COMPANIES. THE LIMITATION OF LIABILITY HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN AND REFLECTS A FAIR ALLOCATION OF RISK. THE SERVICES, OR INFORMATION OFFERED THROUGH THE SERVICES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS AND YOU AGREE THAT THE LIMITATIONS OF LIABILITY AND DISCLAIMERS SPECIFIED HEREIN WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, IN SUCH JURISDICTIONS, YOU AGREE THAT THE LIABILITY OF BuyGoods SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH JURISDICTION.

11.3 You shall indemnify, defend and hold harmless BuyGoods and its related companies, and each of their officers, directors, shareholders, agents, representatives, licensees and employees (each, an "Indemnified Party"), from and against any and all claims, losses, liabilities, damages, actions, lawsuits and other proceedings, judgments and awards, and costs and expenses (including, without limitation, costs of investigation, defense, court costs, reasonable attorneys' and consultancy fees, regulatory fines and penalties, and payment network fines, assessments and chargebacks), arising directly or indirectly, in whole or in part, out of: (a) any breach or threatened breach of this Agreement by You; (b) Your use of the Services; (c) Your Products or Promotions (as defined herein); (d) the acts or omissions of any third party engaged by You, including any Fulfillment Provider; (e) any claim, investigation or proceeding by a governmental or regulatory authority, including the FTC, FDA, or any state attorney general, arising from or related to Your Products, Promotions or business practices; (f) any product liability claim relating to Your Products; (g) any claim arising from or related to Your use of tracking technologies, analytics tools, session replay software, chatbots, tracking pixels or similar technologies on any website, landing page or marketing communication in connection with Your Products or Promotions, including any claim under the California Invasion of Privacy Act (Cal. Penal Code §§ 630 et seq.) or any similar federal, state or international wiretapping, eavesdropping or electronic surveillance law; and/or (h) Your negligence, gross negligence or willful misconduct (each, a "Claim").

11.4 Upon receiving notice of a Claim for which BuyGoods is entitled to indemnification by You, BuyGoods shall provide You with written notification. BuyGoods may, in its sole discretion, elect to either (A) require You to assume sole control over the defense or settlement of the Claim at Your sole expense, or (B) assume or participate in the defense of the Claim, in which case You shall pay all reasonable expenses related to such defense, including attorneys' fees; provided, however, that (i) any settlement which would impose a non-monetary obligation on and/or admission or finding of liability or wrongdoing by BuyGoods will require the prior written consent of BuyGoods; (ii) the failure to provide timely notice, control, or assistance shall not relieve You of Your indemnification obligations; and (iii) You shall provide BuyGoods with reasonable assistance to settle and/or defend the Claim at Your sole expense.

11.5 In the event that BuyGoods incurs costs, attorneys' fees, fines, penalties, chargebacks, payment network assessments or other expenses responding to any complaint other than a Claim, in connection with or in relation to Your Products or Promotions, including copyright infringement complaints, BuyGoods reserves the right, in its sole discretion, to recover such costs and expenses by deducting the applicable amount from any monies owed to You by BuyGoods. In the event that BuyGoods incurs any losses relating to Your violation of the BuyGoods Email/Text Message/Telemarketing policies, as set forth in Section 8, BuyGoods reserves the right, in its sole discretion, first to recover such losses by deducting the applicable amount from any monies owed to You by BuyGoods. You understand and agree that the remedies set forth above are not exhaustive and that BuyGoods retains all rights to indemnification described herein. You authorize BuyGoods to make, and release BuyGoods from any liability in connection with, any such deductions.

12. AVAILABILITY OF SERVICES; PAYMENTS; SUSPENSION; TERMINATION

12.1 Subject to the terms and conditions of this Agreement and BuyGoods's policies and procedures, BuyGoods shall use commercially reasonable efforts to provide the Services in a manner that will not disrupt Your business. You acknowledge and agree that from time-to-time the Services may be inaccessible or inoperable for reasons including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs that BuyGoods may undertake from time to time; or (iii) causes beyond the reasonable control of BuyGoods or that are reasonably unforeseeable by BuyGoods, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that BuyGoods is not liable for these periodic interruptions in availability of the Services, whether the fault of BuyGoods or some third-party, and further acknowledge that BuyGoods does not guarantee access to the Services on a continuous and uninterrupted basis.

12.2 BuyGoods may decline, delist or halt Promotion of any Product from the Site, suspend funds, adjust Commissions based on performance, close an account, and/or suspend or terminate the Services at any time, in its sole discretion, without cause or notice to You or any penalty or liability for doing so.

12.3 BuyGoods, in its sole discretion, may suspend or terminate Your account(s), or retain any or all funds in Your BuyGoods account, if BuyGoods suspects or has reason to believe and/or if a person otherwise claims that You have violated the law or breached any term of this Agreement. In addition to the foregoing, and all other rights and remedies available to BuyGoods at law or in equity and notwithstanding anything in the Agreement to the contrary, in the event You breach any term of this Agreement, or Your account becomes dormant as defined in our Payment Policy and/or has a negative balance, BuyGoods will have the right to immediately suspend or terminate Your Account and Your rights to access, use and/or otherwise participate in the Services, and to exhaust all rights and remedies available to it in order to recoup any amounts due and owing to BuyGoods. Upon such termination, You agree to immediately cease all use of the Services and BuyGoods intellectual property. Without limiting the foregoing, BuyGoods shall have the right to immediately terminate Your access and use of the Services, or any portion thereof, in the event of any conduct which BuyGoods, in its sole discretion, considers to be unacceptable.

12.4 BuyGoods, in its sole discretion, may keep an ongoing allowance reserve for your account. An allowance is a small portion of your earnings that will be held in reserve to cover any refunds that occur after you have received your portion of the sale price. The allowance amount is determined by the average refund rate of the offer you promote and is typically 10%, but could be as much as 100%. If you are promoting an offer with a higher refund rate, the allowance may increase to ensure that your account does not reach a negative balance. Allowances are held for 60 days, to cover the refund window offered by most product owners. The allowance amount will be released every 60 days, and will be included in your next payment cycle following the release date. In the event your account balance is negative, or the system detected significant fluctuation in your volume, the allowance may be held for a longer period of time, but never longer than 6 months. For Affiliates, BuyGoods will withhold payment of any balance (regardless of the indicated Threshold) until the first commission for a client is more than 30 days old. Your account will then generate payments automatically, in accordance with our Payment terms, beginning with the next scheduled pay period. Please see our Payment Policy, which is incorporated by reference into this Agreement, for more information on payments, allowance reserves, and other issues related to payment.

12.5 Following suspension or termination of an account or retaining of funds pursuant to this Section 12, BuyGoods will review Your account in a manner determined by BuyGoods in its sole discretion. You agree to cooperate with this review if asked. If the review concludes that there is a reasonable basis to believe misconduct has occurred, You agree that BuyGoods may retain funds in Your BuyGoods account as liquidated damages and/or for the benefit of BuyGoods or third parties affected by the misconduct. You acknowledge and agree that such liquidated damages: (a) are not a penalty, and (b) are reasonable and not disproportionate to such presumed damages to BuyGoods.

12.6 BuyGoods may temporarily withhold any portion of the funds in Your BuyGoods account if BuyGoods, in its sole discretion, determines such action is necessary to secure payment for, performance of, and/or assurances regarding any liabilities, obligations, or indebtedness You may have incurred with BuyGoods or any other person.

13. PRODUCT REFUNDS

All refund and exchange requests for Your Products are managed by You. Your Return Policy shall comply with the requirements set forth in Section 3.8. You shall process all valid refund requests within five (5) business days of receipt. You are solely responsible for all costs associated with refunds, returns, replacements and exchanges, including shipping costs, restocking and any payment processing fees. In the event You fail to process a valid refund request in a timely manner and BuyGoods processes the refund on Your behalf, BuyGoods may deduct the refund amount, together with any associated processing fees, from any monies owed to You.

14. CHARGEBACKS

You are solely responsible for all chargebacks, chargeback fees, payment network fines, assessments and related costs arising from or related to Your Products, Your Promotions or Your acts or omissions. BuyGoods may deduct any such amounts from monies owed to You without prior notice. If the chargeback rate for Your Products exceeds the thresholds established by any applicable payment network (including Visa, Mastercard or any successor network), BuyGoods may, in its sole discretion, immediately suspend or terminate Your account and retain any funds in Your account to offset anticipated chargeback losses and associated costs. You shall cooperate fully with BuyGoods in responding to and resolving any chargebacks, including providing documentation, evidence and information as requested by BuyGoods within the timeframes required by the applicable payment network.

15. NO GUARANTEE OF VALIDITY.

BuyGoods does not endorse, approve, or certify any information provided on or through the Services, nor does it guarantee the accuracy, completeness, efficacy, timeliness, or correct sequencing of such information. Information provided on or through the Services may or may not be current as of the date of Your access, and BuyGoods has no duty to update and maintain such information. Additionally, the information provided on or through the Services may be changed periodically without prior notice. All content provided on or through the Services is provided "AS IS." Use of such information is voluntary, and reliance on it should only be undertaken after an independent review of its accuracy, completeness, efficacy, and timeliness.

16. NO PROFESSIONAL ADVICE.

BuyGoods provides professional information (for example, financial or compliance) for informational purposes only, which should not be construed as legal or accounting advice. You should seek independent professional advice from a person who is licensed and/or knowledgeable in the applicable area before acting upon any information, fact or opinion provided on or through the Services. You understand that BuyGoods employees, representatives, and/or agents do not provide advice pursuant to the authority of professional certifications or licenses and You will not treat information provided by our employees, representatives, and/or agents as such. You further understand that by receiving information, facts or opinions on or through the Services, You are not entering into a relationship with BuyGoods or its employees, representatives and/or agents that entitles You to client privileges that may be associated with any professional certifications or licenses.

17. NOTICES

17.1 Any notice, request, approval, authorization, consent, demand or other communication required or permitted pursuant to this Agreement shall be in writing and shall be deemed given on the earliest of: (i) actual receipt, irrespective of the method of delivery; (ii) the time of transmission from BuyGoods if sent via email, as date stamped by the BuyGoods systems; (iii) on the delivery day following dispatch if sent by express mail (or similar next day air courier service); or (iv) on the fifth (5th) business day after mailing by registered or certified mail, return receipt requested, postage prepaid and addressed to the last address provided by a party.

17.2 Any notice to You that is required by this Agreement shall be in writing and shall be deemed given if sent by email, mail or express mail to the contact information that is associated with Your account.

You may submit any consumer complaints concerning BuyGoods to affiliates@buygoods.com , or by mail to BuyGoods Inc, 1201 N Orange, Suite #7266, Wilmington, Delaware 19801.

18. GOVERNING LAW

18.1 This Agreement shall be governed by, construed and enforced in accordance with the laws of Delaware, US, without giving effect to any Delaware, US conflict of laws provisions, and the application to this Agreement of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act is expressly excluded.

18.2 The exclusive jurisdiction and venue for all legal actions arising out of this Agreement shall be in an appropriate court sitting in Delaware, US, and You hereby consent to the exclusive jurisdiction of such courts. You expressly waive any rights to contest the jurisdiction, venue or convenience of such court.

18.3 You and BuyGoods expressly waive any rights to contest the jurisdiction, venue or convenience of any such federal or state court. In addition, YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM OR COUNTERCLAIM ARISING UNDER OR IN RELATION TO THIS AGREEMENT.

18.4 You agree and acknowledge that any breach or threatened breach by You of this Agreement may cause BuyGoods immediate and irreparable harm for which the recovery of money damages would be inadequate. Therefore, in addition to any other remedies that may be available at law, in equity, or otherwise, BuyGoods shall be entitled to seek injunctive relief, specific performance, and/or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond or other security, even if otherwise normally required. Notwithstanding any other provision of this Agreement, any such relief may be sought in the state or federal courts of the State of Delaware or any other court of competent jurisdiction anywhere in the world (at the sole discretion of BuyGoods), and, You hereby consent to the jurisdiction of any such court and waive any objection to venue laid therein. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.

18.5 Notwithstanding any terms and conditions of this Agreement to the contrary, if BuyGoods prevails in any proceeding arising out of or related to this Agreement or the enforcement of its rights hereunder, BuyGoods shall be entitled to recover its reasonable expenses and costs, including outside and in-house attorneys' fees, from You.

19. EXPORT CONTROL

You acknowledge and agree to comply with all applicable export Laws, including the U.S. Export Administration Act, the Arms Export Control Act, the International Economic Emergency Powers Act, and the Foreign Corrupt Practices Act; and regulations issued pursuant to these and other U.S. Laws. You hereby represent and warrant that any Product promoted, offered and/or provided by You via the Services is approved for export without additional authorization or licensing from the U.S. government. Should the export authorization status of Your Products change, You must immediately notify BuyGoods in writing. Information on U.S. export control regulations can be found on the Commerce Department's website at https://www.bis.doc.gov, the State Department's website at https://www.pmddtc.state.gov and the U.S. Treasury Department's website at https://www.treas.gov/offices/enforcement/ofac/index.shtml.

20. REQUIRED PERMITS

It is your sole responsibility to obtain and maintain all applicable licenses and permits required for the operation of Your business.

21. CONSENT TO ELECTRONIC COMMUNICATIONS

You consent to the use of electronic communications in transacting business with BuyGoods, including, without limitation, the electronic delivery of notices and other documents to You. If at any time You would like to cease doing business electronically with BuyGoods, You will need to provide BuyGoods with written notice of Your withdrawal of Your consent to do business electronically, which will then terminate this consent. Thereafter, You shall not use the Site to place any Orders, and any notices and documents from BuyGoods will be provided to You on paper.

22. REPORTING COPYRIGHT INFRINGEMENT AND ABUSE

BuyGoods takes claims of copyright infringement seriously. It is BuyGoods policy to disable and/or terminate the accounts of users who are repeat infringers. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any content or materials accessible on the Site or through the Services infringes your copyright, you may request removal of such Products or content (or access thereto) by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), your written notice of alleged copyright infringement must include substantially the following:

  • your physical or electronic signature;

  • identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Site, a representative list of such works;

  • identification of the content or materials you believe to be infringing in a sufficiently precise manner to allow us to locate that Content;

  • adequate information by which we can contact you (including your name, postal address, telephone number and, if available, email address);

  • a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent or the law;

  • a statement that the information in your written notice is accurate; and

  • a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

The BuyGoods designated agent to receive DMCA notices is:

BuyGoods
Attn:
Copyright Agent

1201 N Orange, Suite #7266

Wilmington

Delaware, 19801

United States

https://buygoods.com/contact

*NOTE: This contact information is for inquiries regarding potential copyright infringement only. If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective. Please be aware that if you knowingly materially misrepresent that content or materials on the Site is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA.

23. INTELLECTUAL PROPERTY

23.1 Ownership. As between You and BuyGoods, BuyGoods and/or its licensors own all right, title and interest in and to the Site and Services, including all software, source code, object code, algorithms, databases, data structures, user interfaces, designs, graphics, documentation, APIs and all related intellectual property rights, including all copyrights, trademarks, patents, trade secrets, moral rights and any other proprietary rights (collectively, "Platform IP"). No right, title or interest in any Platform IP is transferred to You under this Agreement. All rights not expressly granted herein are reserved by BuyGoods and its licensors.

23.2 License Grant. Subject to Your compliance with this Agreement, BuyGoods grants You a limited, non exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services solely for the purposes expressly contemplated by this Agreement during the term of this Agreement. This license does not include any right to: (a) sublicense, sell, resell, transfer, assign, distribute or otherwise make the Site or Services available to any third party; (b) modify, adapt, translate or create derivative works based on the Site or Services; (c) reverse engineer, disassemble, decompile or otherwise attempt to derive the source code, algorithms, data structures or underlying ideas of the Site or Services; (d) access the Site or Services for the purpose of building a competitive product or service, or copying any features, functions or graphics of the Site or Services; (e) use the Site or Services in any manner that exceeds the scope of use permitted under this Agreement; or (f) remove, alter or obscure any proprietary notices, labels or marks on or in the Site or Services. BuyGoods may suspend or revoke this license at any time in accordance with the termination and suspension provisions of this Agreement.

23.3 Your Content. As between You and BuyGoods, You retain all right, title and interest in and to the content, materials, trademarks, trade names and other intellectual property You provide for use in connection with Your Products or Promotions ("Your Content"). You grant BuyGoods a non-exclusive, worldwide, royalty-free license to use, reproduce, display and distribute Your Content solely to the extent necessary to provide the Services and make Your Products available for sale or Promotion via the Site. You represent and warrant that You have all rights necessary to grant the foregoing license and that Your Content does not infringe the intellectual property rights of any third party.

23.4 Platform Data. As between You and BuyGoods, BuyGoods owns all data generated by or through the Site and Services, including transaction data, analytics, usage data, performance metrics and any aggregated, de-identified or anonymized data derived from Your use of the Services or from Customer transactions (collectively, "Platform Data"). BuyGoods may use Platform Data for any lawful business purpose, including operating, improving and benchmarking the Services. Nothing in this Section 23.4 limits Your rights to Customer Data as set forth in Section 25 (Data Privacy and Security).

23.5 No Implied Rights. Except for the limited license expressly granted in Section 23.2, nothing in this Agreement grants You any right, title or interest in or to the Platform IP, any BuyGoods trademark, service mark, trade name or logo, or any intellectual property of BuyGoods' licensors, whether by implication, estoppel or otherwise. You shall not use any BuyGoods trademark, service mark, trade name or logo without the prior written consent of BuyGoods.

24. CONFIDENTIALITY

You acknowledge that in connection with Your use of the Services, You may receive or have access to confidential and proprietary information of BuyGoods, including platform data, sales metrics, commission structures, pricing, customer information, business strategies and technical information ("Confidential Information"). You shall: (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party without prior written request from BuyGoods; (c) use Confidential Information solely for the purposes contemplated by this Agreement; and (d) protect Confidential Information using at least the same degree of care You use to protect Your own confidential information, but in no event less than reasonable care. Upon termination of this Agreement or upon a request from BuyGoods, You shall promptly return or destroy all Confidential Information in Your possession and certify such return or destruction in writing. The obligations in this section shall survive termination of this Agreement for a period of three (3) years.

25. DATA PRIVACY AND SECURITY

You shall comply with all applicable data protection and privacy laws and regulations, including the General Data Protection Regulation ("GDPR"), the California Consumer Privacy Act ("CCPA"), the Australian Privacy Act 1988 (Cth) and all applicable U.S. state data protection and privacy laws, with respect to any personal data You receive, access or process in connection with the Services or Your Products ("Customer Data"). You shall: (a) process Customer Data solely for the purpose of fulfilling Your obligations under this Agreement and applicable Customer orders; (b) not sell, share, rent or otherwise disclose Customer Data to any third party except as strictly necessary to fulfill Customer orders and as permitted by applicable law; (c) implement and maintain appropriate technical and organizational security measures to protect Customer Data against unauthorized access, loss, destruction or alteration; (d) notify BuyGoods in writing within forty eight (48) hours of discovering any actual or suspected data breach involving Customer Data; (e) cooperate with BuyGoods, at Your sole cost and expense, in investigating, remediating and providing any required notifications relating to any data breach; (f) upon termination of this Agreement, promptly delete or return all Customer Data in Your possession and certify such deletion or return in writing; and (g) not use Customer Data for marketing, remarketing, retargeting or any purpose other than fulfilling Customer orders unless You have obtained separate, express, informed consent from the applicable Customer in compliance with applicable law. You shall ensure that any tracking technologies, analytics tools, session replay software, chatbots, tracking pixels or similar technologies You deploy on any website, landing page or marketing communication in connection with Your Products or Promotions comply with all applicable wiretapping, eavesdropping and electronic surveillance laws, including the California Invasion of Privacy Act (Cal. Penal Code §§ 630 et seq.) and any similar federal, state or international laws. You shall not deploy any such technology in a manner that collects or intercepts data from a Customer before the Customer has been provided with clear and conspicuous notice and has provided consent where required by applicable law. You shall not transfer Customer Data outside of the country in which it was collected unless such transfer complies with applicable data protection laws, including where required, ensuring that appropriate safeguards are in place. You shall maintain a written record of Your data processing activities related to Customer Data and make such records available to BuyGoods upon request. Any breach of this Section 25 shall constitute a material breach of this Agreement.

26. AUDIT RIGHTS

BuyGoods shall have the right, upon reasonable notice, to audit Your compliance with this Agreement, including Your promotional materials, product claims, marketing practices, email and communications records, opt-in and consent records, fulfillment operations, insurance coverage and data handling practices. You shall cooperate fully with any such audit and provide all reasonably requested documentation and access. If any audit reveals noncompliance with this Agreement, You shall: (a) promptly remedy such noncompliance at Your sole cost and expense; and (b) reimburse BuyGoods for the reasonable costs of the audit. Neither the exercise or non-exercise of its audit rights shall not limit or waive any of other BuyGoods’ rights or remedies under this Agreement or at law or in equity.

27. ANTI-BRIBERY AND ANTI-CORRUPTION

You represent, warrant and covenant that You shall comply with all applicable anti-bribery and anti corruption laws, including the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010. You shall not, directly or indirectly, offer, pay, promise to pay or authorize the payment of any money or anything of value to any government official, political party, candidate for public office or any other person for the purpose of influencing any act or decision, securing any improper advantage or inducing any person to act in violation of their lawful duties, in connection with the Services or any Products.

28. NON-SOLICITATION OF CUSTOMERS

During the term of this Agreement and for a period of twelve (12) months following its termination or expiration, You shall not, directly or indirectly, solicit, divert or attempt to divert any Customer who purchased Products through the Services to purchase the same or substantially similar products or services outside of the Services, including through Your own website, any competing platform or any other channel. This restriction applies to Customers and Customer information obtained through or in connection with the Services. Nothing in this section shall prevent You from engaging in general advertising or marketing activities that are not specifically targeted at Customers identified through the Services.

29. GENERAL

29.1 Force Majeure. The failure or delay in the performance by BuyGoods of any of its obligations under this Agreement shall be excused to the extent and for the duration that such failure or delay is occasioned by a force majeure event which shall include, without limitation, acts of God, acts of war, earthquakes, fires, floods, terrorism, riots, civil disorders, rebellions, labor disputes, or any circumstances beyond the reasonable control of BuyGoods.

29.2 Severability. In the event a court determines a provision of this Agreement to be invalid, the parties agree that such invalidity shall not affect the validity of the remaining portions of this Agreement, which shall remain in full force and effect, and such court shall substitute a provision that is legal and enforceable and is as close to the intentions underlying the original provision as possible.

29.3 Entire Agreement; Amendment. This Agreement constitutes the complete and exclusive agreement between You and BuyGoods relating to the subject matter hereof. It supersedes all prior proposals, understandings and all other agreements, oral and written, between You and BuyGoods relating to this subject matter. BuyGoods reserves the right to amend this Agreement at any time. When BuyGoods amends this Agreement, BuyGoods shall make reasonable efforts to provide You with general, not specific, notice of such changes by posting a conspicuous announcement at BuyGoods that such changes or amendments have occurred and identifying which particular provisions have changed. Such announcement shall be maintained for no less than 30 days following the effective date of such amendment. Your continued use of the Site and/or Services, following the posting of such amendment will signify and be deemed Your assent to and acceptance of the revised Agreement. You agree that You have the burden to review periodically BuyGoods to inform Yourself of any such changes.

29.4 No Waiver. No delay or failure by BuyGoods in exercising or enforcing any of its rights or remedies under this Agreement, in whole or in part, and no course of dealing or performance, shall constitute a waiver by BuyGoods of any provision of this Agreement.

29.5 Assignment. Your Order and this Agreement are personal to You. You shall not assign Your rights or delegate Your obligations under this Agreement, in whole or in part, without the prior written consent of BuyGoods. Any attempted assignment or delegation by You shall be voidable ab initio by BuyGoods. This Agreement shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.

29.6 Relationship. This Agreement shall not be construed as creating any agency, partnership or joint venture between You and BuyGoods.

29.7 Headings; Interpretation. The headings contained in this Agreement are intended solely for convenience of reference and are not intended to be part of or affect the meaning or interpretation of this Agreement. The words "shall," "agree" and "will" are mandatory, the word "may" is permissive, the word "or" is not exclusive, and the singular includes the plural and vice versa. "Business Day" shall mean Monday through Friday, excluding New Year's Day, Christmas Day, and other BuyGoods holidays. All time period references in the Agreement to "days" other than "Business Days" shall be deemed to refer to calendar days. All references to "days" or "Business Days" shall mean consecutive days or Business Days. This Agreement is executed in the English language and all disputes between the parties shall be resolved in English. In the event this Agreement is translated into another language, and any inconsistency or discrepancy in meaning or interpretation results therefrom, the English language version shall prevail and control.

29.8 Survival. This Section 29.8 and the following provisions will survive any termination of the Agreement: Sections 1 (Scope), 9 (Feedback), 10 (Representations and Warranties; Disclaimer), 11 (Limitation of Liability; Indemnification), 12.4 through 12.6, 13 (Product Refunds), 14 (Chargebacks), 17 (Notices), 18 (Governing Law), 19 (Export Control), 23, (Intellectual Property), 24 (Confidentiality), 25 (Data Privacy and Security), 26 (Audit Rights), 27 (Anti-Bribery and Anti-Corruption), 28 (Non-Solicitation of Customers) and 29 (General). In addition, any provisions which by their nature contemplate effectiveness beyond the termination of this Agreement shall survive any such termination. BuyGoods's remedies under this Agreement are cumulative and not exclusive and are in addition to all remedies available at law or in equity.