This website (accessible at https;//store.neotokyo.codes) (the “Site”) is operated by W3ARABLES. Throughout the Site and this Terms of Service, the words “NT Merch Store”, “we”, “us” and “our” refer to W3ARABLES. The NT Merch Store offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated herein.
By visiting our Site and/ or purchasing a product from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Please read these Terms of Service carefully before accessing or using our Site. By accessing or using any part of the Site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.
Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
INTELLECTUAL PROPERTY
The NT Merch Store licenses the Neo Tokyo logo, trademark, likeness, and intellectual property on a revokable, limited, world-wide, royalty-free license from Neo Tokyo Investment Limited (“Neo Tokyo”). Third-party merchants (“Merchants”) who sell their products on our Site and use Neo Tokyo intellectual property do so with a revokable, limited, world-wide, royalty-free license from Neo Tokyo as well.
The NT Merch Store may contain copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered, and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, we exclusively own the Content. Your use of the NT Merch Store or purchase of products does not grant you any right, title, or interest in the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part.
NEO TOKYO DISCLAIMER
THE NT MERCH STORE IS A DISTINCT ENTITY FROM NEO TOKYO AND NEITHER NEO TOKYO NOR ITS FOUNDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES OR LICENSORS ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE NT MERCH STORE AND YOU HEREBY RELEASE NEO TOKYO AND OUR FOUNDERS, DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, CONTRACTORS, AFFILIATES AND LICENSORS FROM ANY LIABILITY RELATED THERETO, WHETHER DIRECT OR INDIRECT. NEO TOKYO AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY, OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE NT MERCH STORE.
SECTION 1 - ONLINE STORE TERMS
By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence, and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature. A breach or violation of any of the Terms will result in an immediate termination of your Services.
SECTION 2 - GENERAL CONDITIONS
We reserve the right to refuse service to anyone for any reason at any time.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
SECTION 3 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
SECTION 4 - MODIFICATIONS TO THE SERVICE AND PRICES
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.
SECTION 5 - PRODUCTS OR SERVICES
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region, or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or services that we offer. All descriptions of products or product pricing are subject to change at any time without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
SECTION 6 - ACCURACY OF BILLING AND ACCOUNT INFORMATION
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
SECTION 7 – PAYMENT
Your use of third-party payment processors available on our Site are subject to your agreement to their respective terms and conditions and privacy policies. Banking information is encrypted and provided to our third-party service payment processors via their secure, encrypted API thus we do not store any payment information. The NT Merch Store is not responsible for any loss, liability or issues in connection with your use of third-party payment processors.
You may also use our third-party crypto payment service providers. As above, your use of our crypto payment service providers is subject to your agreement to the respective crypto payment service provider’s terms of service and privacy policy. Further you acknowledge that payment using digital assets is inherently risky thus the NT Merch Store is not responsible for any loss, damages, liability, lost funds, payment errors or any and all issues in connection with paying for services and products via third-party crypto payment processors.
SECTION 8 – SHIPPING AND REFUNDS
The NT Merch Store does not provide any refunds on any services or products. All sales are final. Should you have an issue, please contact our customer service department at w3arables@gmail.com.
Prior to shipping our services or products to you, we will provide a quote for the shipping costs and you are required to pay for the shipping prior to our fulfilment of your order. While we will make commercially reasonable efforts to ship your order as economically and securely as possible, any lost orders or orders that for any reason fail to reach you are not the responsibility of the NT Merch Store.
SECTION 9 – WEB3 WALLET SECURITY
When you create a wallet, you will be assigned a private key. You agree to immediately notify us of any unauthorized use of your private key or any other breach of security of your wallet. Notwithstanding the foregoing, you acknowledge and agree that you shall assume all risks related to the use of the Services and you shall be solely responsible for maintaining the confidentiality and security of your private key. When you create a wallet, you are strongly advised to take precautions to avoid loss of access to and/or control over your wallet. Suggested measures include, but are not limited to, the following: (a) creating a strong unique password that you do not use for any other purpose (i.e. different to your phone password or any other passwords you use for websites, online services, etc.) and leveraging biometric authentication if available; (b) do not store the private key and Secret Phrase in plain text online or in an unsecured physical location; (c) limiting access to your devices and your wallet; (d) taking all necessary precautions against malware on your devices and networks; and (e) promptly notifying us if you discover or otherwise suspect any security breaches related to your wallet. Notwithstanding anything to the contrary herein, we shall have no liability whatsoever in connection with activities that occur on your wallet with or without your authorization.
SECTION 10 - THIRD-PARTY LINKS
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
SECTION 11 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.
You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.
SECTION 12 - PERSONAL INFORMATION
Your submission of personal information through the store is governed by our Privacy Policy. Our privacy policy is accessible at https://ntmerch.myshopify.com/privacy/.
SECTION 13 - ERRORS, INACCURACIES AND OMISSIONS
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
SECTION 14 - DUTIES AND TAXES
The NT Merch Store is not responsible for any duties, taxes, tariffs, charges, import charges or fines in connection with your use of our Services or the purchase of our products. You are responsible for all duties, taxes, tariffs, charges, import charges or fines in connection with your use of our Services or the purchase of our products.
SECTION 15 - PROHIBITED USES
In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:
(a) for any unlawful purpose;
(b) to solicit others to perform or participate in any unlawful acts;
(c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;
(d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
(e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
(f) to submit false or misleading information;
(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
(h) to collect or track the personal information of others;
(i) to spam, phish, pharm, pretext, spider, crawl, or scrape;
(j) for any obscene or immoral purpose; or
(k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
SECTION 16 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
You agree that from time to time we may remove services or products for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall the NT Merch Store our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.
Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
SECTION 17 - INDEMNIFICATION
You agree to indemnify, defend and hold harmless w3arables and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
SECTION 18 - SEVERABILITY
In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.
SECTION 19 - TERMINATION
The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.
If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).
SECTION 20 - ENTIRE AGREEMENT
The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
SECTION 21 - GOVERNING LAW
These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the state of California.
SECTION 22 - CHANGES TO TERMS OF SERVICE
You can review the most current version of the Terms of Service at any time at this page.
We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.
SECTION 23 - CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at w3arables@gmail.com.
NT MERCH STORE VENDOR AGREEMENT
This Vendor Agreement (“Agreement”) contains the terms and conditions that governs your access to NT Merch Store (accessible at https://ntmerch.myshopify.com) (the “Site”) to sell products pursuant to the NT Merch Store’s marketplace program and is an agreement between you or the business you represent and w3arables. By registering as a Vendor, you (on behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement.
As used in this Agreement, “NT Merch Store” means w3arables and “You” or “Vendor” means the applicant (if registering for the Marketplace Program as an individual), or the business employing the applicant (if registering for the Marketplace Program as a business).
DEFINITIONS
For purposes of this Agreement, capitalized terms will have the meanings specified below, or if not defined herein, the meanings given in the NT Merch Store’s Terms of Service:
“Affiliate” will mean, with respect to the NT Merch Store any entity, whether incorporated or not, that directly or indirectly controls, is under common controlled by, or is under common control by such party or its corporate parent, where “control” (or variations of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.
“Claims(s)” will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.
“Item File” means a data feed between Vendor and the Site that includes Vendor Content (as defined below) and other relevant or necessary information enabling Vendor Content to be made available on the Marketplace Program.
“Law” shall mean any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.
“Losses” shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys’ fees and costs.
“Product” shall mean all items and goods for which Vendor provides the NT Merch Store Vendor Content.
“Vendor Content” shall mean all images, product information and content including without limitation, the product data, (i) provided by Vendor to the NT Merch Store or its Affiliates for use in connection with the Vendor Program and (ii) otherwise made available by Vendor to customer on the Site (“Customer”) (e.g. through Vendor’s distribution or hosting of such images, content or information).
AGREEMENT TO THE NT MERCH STORE’S TERMS OF SERVICE AND PRIVACY POLICY
This Agreement is in addition to and supplements the NT Merch Store’s Terms of Service, and Privacy Policy posted on the Site. By entering into this Agreement, you also agree to abide by NT Merch Store’s Terms of Service and Privacy Policy. The NT Merch Store may modify its Terms of Service and Privacy Policy from time to time, with or without notice. Your continued use of the Site and the Vendor Program following the NT Merch Store’s posting of such modifications shall be deemed to be your acceptance of any such modifications. If you do not agree to the changes in the Terms and Conditions or Privacy Policy, immediately cease to use the Site. For the avoidance of doubt, modifications to this Agreement are governed by the Waivers and Amendments section herein.
VENDOR’S CONTENT LICENSE GRANT
License for Content. By entering into this Agreement, Vendor grants the NT Merch Store. And its Affiliates a royalty-free, non-exclusive, worldwide, sublicensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Vendor Content throughout the Site and all Affiliate properties. Vendor must be notified of any modifications to the content.
License for Marks. Vendor hereby grants the NT Merch Store., its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Vendor’s name, trademarks, service marks and logos (“Vendor’s Marks”) during the Term in connection with, or for the promotion of, the Marketplace Program or for internal purposes. All such uses of the Vendor’s Marks will be subject to the brand guidelines which Vendor provides to the NT Merch Store.
NEO TOKYO INTELLECTUAL PROPERTY
The NT Merch Store licenses the Neo Tokyo logo, trademark, likeness, and intellectual property on a revokable, limited, world-wide, royalty-free, non-exclusive license from Neo Tokyo Investment Limited (“Neo Tokyo”). Vendors who sell their products on our Site and use Neo Tokyo intellectual property do so with a revokable, non-exclusive, limited, world-wide, royalty-free license from Neo Tokyo as well.
The NT Merch Store may contain copyrighted material and trademarks including, but not limited to, text and graphics (the “Content”), which is protected by copyright law, registered, and unregistered trademarks, and other intellectual property rights. Unless otherwise provided, the NT Merch Store exclusively owns the Content. You agree that you will not copy, transmit, distribute, sell, license, create derivative works from, or, in any other way, exploit any of the Content, in whole or in part.
PRODUCT INFORMATION AND OTHER CONTENT
Content. Vendor agrees and warrants that any and all Vendor Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any applicable Law; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and € will not create liability for the NT Merch Store. Vendor agrees that any and all Vendor Content may be publicly displayed by the NT Merch Store as the NT Merch Store sees fit and at no charge to the NT Merch Store, provided that the NT Merch Store shall have no obligation to display Vendor Content. Vendor will only provide Vendor Content for Products that fit into the categories or parameters approved in writing by the NT Merch Store. Vendor may provide the NT Merch Store with Vendor Content for Products in additional categories or parameters only with the prior written consent of the NT Merch Store (which may be given by email). The NT Merch Store shall have no obligation to list, display, or otherwise offer on the Site all Products for which Vendor provides Vendor Content, and listing any such Products is in the NT Merch Store’s sole discretion.
Excluded Products. You hereby represent and warrant that you will not list, offer or sell Products that: (a) are stolen, replicas, counterfeits or unauthorized copies; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) You do not have full right and authority to sell; (d) violate any Laws, including those governing export control or consumer protection; or (f) contain any material that is obscene, pornographic or that contains child pornography.
PRODUCT AUTHENTICITY
Authenticity / Authorization. All Products that bear a company’s official brand or logo can be listed on the Site as long as the Products are sold directly by the brand owner or from an authorized Vendor. Vendor will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeited, replicas, unauthorize copies, illegal or misbranded. Upon the NT Merch Store’s request, Vendor will promptly provide the NT Merch Store with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation showing that Vendor is permitted to sell specific brands or Products on Site.
Penalties. If the Vendor fails to provide the required documentation, Vendor may be removed from the Site, and may be subject to a range of other actions, including but not limited to suspension of their Vendor Marketplace account and removal of their Products from the Site.
FEES AND COMMISSIONS
The fees and commissions (“Fees”) payable by Vendor to the NT Merch Store are as set forth in the NT Merch Store Vendor Agreement.
Vendor hereby appoints the NT Merch Store as its agent for accepting and processing payment from Customer’s on Vendor’s behalf. Vendor authorizes the NT Merch Store to receive payments on its behalf. The NT Merch Store deliver such payments to Vendor’s designated bank account or blockchain address in accordance with its instructions on the schedule and net of agreed-upon Fees and/or other amounts owed by Vendor to the NT Merch Store (such resulting amount, “Vendor Payment”), in each case as provided in the NT Merch Store Vendor Agreement. Vendor agrees and acknowledges that: (a) once the NT Merch Store receives payment from a Customer, Vendor will treat the Customer as if Vendor has itself received the funds, regardless of whether Vendor actually receives the payment from the NT Merch Store, and (b) its sole recourse for nonpayment the NT Merch Store is against the NT Merch Store, and it will not seek any return, refund or payment directly or indirectly from Customers in the event of nonpayment by the NT Merch Store. The NT Merch Store reserves the right to offset any overpayments to Vendor against any future Vendor Payments. The NT Merch Store may modify the schedule of payments from time to time upon prior notice to Vendors. To the extent the NT Merch Store agrees to invoice Vendor for any Fees due, Vendor shall pay those Fees set forth in invoices not disputed in good faith within 7 (seven) days of the date of receipt thereof. All such payment obligations are non-cancelable, and all amounts paid are non-refundable, except for amounts paid in error that are not actually due under this Agreement. Vendor shall pay interest on all payments not received by the due date at a rate of one and a half percent (1.5%) or the maximum amount allowed by Law, whichever is less.
Withholding of Payment. The NT Merch Store may withhold the payment of funds to You or return funds to Customers, if the Vendor is the subject of an investigation, or there is a Claim against You, for any suspected or alleged wrongful conduct or any violation of this Agreement. The NT Merch Store will not be liable to You for any such amounts.
PURCHASE/ORDER PROCESSING, FULFILLMENT AND SHIPPING
Orders. Vendor will be the seller of record. Customers purchasing Products through the Site will place orders using the NT Merch Store checkout system and the NT Merch Store will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Vendor to the NT Merch Store. The Customer is the purchaser of record. The NT Merch Store will electronically transmit to Vendor the order information (e.g. Customer full name, shipping address, and email) (“Transaction Information”) the NT Merch Store determines Vendor needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. The NT Merch Store will send an automated email message to each Customer confirming receipt of an order. Vendor will provide the NT Merch Store with Vendor’s customer service contact information which the NT Merch Store may include in such confirmation email and/or on the Site.
Risk of Fraud and Loss. Vendor’s bears the risk of all fraud except for credit card chargebacks that result from unauthorized payments. Vendor will be responsible for all costs related to fraud under any other circumstance, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which Vendor bears the risk, the NT Merch Store will offset such chargeback amounts against amounts otherwise owed to Vendor or send Vendor an invoice and Vendor will pay such invoice within seven (7) days of receipt.
Fulfillment of orders. (a) Once the NT Merch Store has transmitted an order to Vendor, Vendor will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping of Products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer service. Vendor agrees that legal ownership and all risk of loss of the Products remains with Vendor until the Customer receives the Product from Vendor. If Vendor cannot fulfill the entire quantity of a purchase order (PO) line in a single order, then the Vendor will cancel that PO line, fulfill all other lines in the order and immediately notify the NT Merch Store of such cancellation. If the order consists of one PO line that Vendor cannot fulfill the entire quantity for, then Vendor will cancel the entire order and immediately notify the NT Merch Store.
(b) Vendor will ship only the Product purchased by the Customer and will not include any additional Products, substitute Products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Vendor as long as such materials do not in any way promote other third-party marketplaces.
Invoicing. Vendor is responsible for invoicing on the 1st and 15th of each calendar month for the orders for each 14-day period. Invoices will include applicable taxes as well as shipping costs (see Shipping below). The NT Merch Store will review invoices and pay non-disputed invoices within 7 calendars following receipt of the invoice.
Shipping.
(a) Vendor is responsible for properly specifying shipping options for all Products in its Item File, and for properly handling all returns, including without limitation, those for Products that have unique requirements for shipping and return handling, including without limitation, hazardous materials or perishable Products to the extent such Products are permitted to be sold on the Site. Vendor must offer a 2-day shipping option to Consumers who purchase on the Site.
(b) Vendor is responsible for shipping and handling and any duties, taxes, charges that are not paid for by the customer. For international orders (outside of the United States of America), the Vendor is to invoice the NT Merch Store an invoice of $25 per shipment in addition to product costs.
(c) Vendor will ship Products ordered by Customers by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within two (2) business day or less following notification of the order. Vendor will provide notice of shipment to the NT Merch Store through the Vendor’s interface in the vendor app, or via email to w3arables@gmail.com and Vendor hereby represents and warrants that it will only provide notification of shipment following actual shipment of the Product. If the NT Merch Store does not receive a shipment notification from Vendor within seven (7) days of placement of order, the order may be cancelled by the NT Merch Store and Vendor will be responsible for all liability, charges, Product costs and shipping costs associated with such cancelled order.
(d) Vendor will maintain an on-time shipment rate of 95% or higher
(e) Factors outside of the Vendor’s control will not impact the on-time shipment rate.
RESPONSIBILITIES (CANCELLATIONS, RETURNS AND REFUNDS)
Responsibilities . Vendor is responsible for processing all Customer cancellations, returns, refunds, and/or Customer Service price adjustments.
Cancellations. Vendor will maintain a cancellation rate due to Vendor’s error or fault of 10% or less, calculated on a rolling thirty (30) day period. Substitutions do not count towards cancellation rates.
Refunds. The NT Merch Store, whenever possible will provide refunds to Customers via the method of payment used by the Customer (most often the Customer’s credit card) for Products not received or sufficiently different from their Product description. Vendor will provide the NT Merch Store with the necessary information to process such refunds, such as the reason code and/or any special instructions. The NT Merch Store will refund to Vendor the amount of the Commission Fee attributable to the amount of the Customer refund (xcludeing any refunded taxes); provided that The NT Merch Store shall have no liability for refunds offered by Vendor in excess of the purchase price. Vendor will be responsible for all other forms of refund, such as store credit or exchanges. If Vendor provides Customer directly with a refund, the NT Merch Store shall retain the full amount of the Commission Fee attributable to such Customer refund. If the NT Merch Store, makes a cash refund to a Customer for a Product returned to Vendor, the NT Merch Store in its sole discretion, will obtain a refund of the Vendor Payment received by vendor for such returned Products either via (i) offset of any amounts payable by the NT Merch Store to Vendor or (ii) by billing Vendor for such amounts.
OWNERSHIP AND USE OF TRANSACTION INFORMATION
The NT Merch Store shall own all Transaction Information. Vendor may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, the NT Merch Store’s Privacy Policy and all applicable Law. Vendor will not (i) disclose or convey any Transaction Information to any third party (except as necessary for Vendor to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect a payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a Customer.
TAXES
Taxpayer and Seller of Record. Vendor is the taxpayer and seller of record and must comply with all applicable tax Law. Vendor shall be solely liable for any tax liabilities, including without limitation, any associated penalties, fees or interest. All references to “tax” or “taxes” in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, electronic waste recycling fees, and all other indirect taxes and fees.
Vendor Warranty. Vendor is solely responsible for determining the amount of sales, use or other indirect taxes owed as a result of the sale of Products, and is solely responsible for reporting and remitting any such taxes required under applicable Law. Vendor hereby represents and warrants that it will (a) identify all states in which it has an obligation to collect and remit taxes during onboarding, (b) keep such information updated at all times, (c) report and remit all such taxes collected on Vendor’s behalf by the NT Merch Store, and (d) maintain appropriate accounting records and documentation to verify the remittance of such taxes collected on Vendor’s behalf by the NT Merch Store. Upon the request of the NT Merch Store, Vendor will immediately provide the NT Merch Store with records and documentation in the manner, form and substance as the NT Merch Store may reasonably request of Vendor’s remittance of all taxes collected by the NT Merch Store on Vendor’s behalf. If Vendor is unable to provide such proof to the NT Merch Store’s satisfaction, the NT Merch Store may retain all such tax amounts and/or terminate Vendor’s Marketplace account. Vendor acknowledges and agrees that the NT Merch Store has no responsibility to collect, report or remit taxes in connection with Vendor’s sales. Vendor shall cooperate with the NT Merch Store regarding any requests for information, audit or similar request by any taxing authority concerning taxes collected and remitted resulting from the sale of Products on the Site.
Marketplace Sales Tax. Without limiting the generality of the foregoing, as a marketplace facilitator, the NT Merch Store is required by law to automatically collect sale taxes on the Vendor’s behalf with respect to any Products shipped to certain States in the United States or the applicable jurisdiction, as determined by the NT Merch Store in its sole discretion, and all such tax amounts shall be remitted by the NT Merch Store to the State or jurisdiction from amounts received by the NT Merch Store from Customers.
Nexus. If any governmental authority determines that Vendor has established nexus in a state or local jurisdictions; or that sales, use or other indirect taxes are due from the NT Merch Store or Vendor on sales of Products through the Site; or that Vendor is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by the NT Merch Store. Vendor (i) agrees that Vendor shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that the NT Merch Store shall have no liability to Vendor or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from the NT Merch Store for such taxes and related penalties. Vendor shall indemnify and hold harmless the NT Merch Store and its Affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or related to any ruling by any governmental authority that the NT Merch Store or Vendor has a tax remittance or reporting obligation in any State on account of sales of Products on the Site, whether or not due to any action or inaction by the NT Merch Store, the NT Merch Store may immediately charge Vendor’s credit card on file and/or set-off any and all costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to Vendor, including without limitation, any Vendor Payments).
INFORMATION SECURITY
Vendor will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted the NT Merch Store or compromise the security of the NT Merch Store Confidential Information (as defined in the Section titled “Confidential Information” below), including without limitation, the Transaction Information. Vendor shall promptly notify the NT Merch Store of any breach and take all necessary actions to remediate the breach. Vendor shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.
CONFIDENTIAL INFORMATION
Definition. The term “Confidential Information” means all information communicated by one party (“Disclosing Party”) to the other party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via the NT Merch Store’s APIs. Vendor shall also treat all Transaction Information and tax codes as Confidential Information.
Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.
Exceptions. The obligations of either party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; provided, however, Transaction Information shall remain subject to confidentiality obligations regardless of its availability to the public; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.
Disclosure by Law. In the event the Receiving Party is required by Law or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.
Return or destruction. Upon the Disclosing Party’s written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any Transaction Information, and (ii) the terms of this Agreement. Vendor agrees that the NT Merch Store may share Vendor’s Confidential Information with its Affiliates for internal use only.
REPRESENTATIONS AND WARRANTIES
Vendor hereby represents and warrants to the NT Merch Store the following:
Authority. Vendor is a corporation duly organized, validly existing and in good standing under the Laws of the state where Vendor is incorporated, and Vendor has full power and authority to execute Agreement and to perform its obligations hereunder without any further ratification or approval. Vendor has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.
No Conflicts. Neither the execution of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.
Taxes. The person(s) inputting all tax related information (including without limitation, tax designations, and States in which Vendor has a tax remittance obligation) (collectively “Tax Information”) into the Item File or otherwise providing such Tax Information to the NT Merch Store has adequate tax knowledge and enough information about Vendor to accurately and completely enter such Tax Information. All Tax Information shall be accurate and complete. Vendor shall promptly update any Tax Information in the Item File as necessary to collect the correct amount of tax from Customers.
Intellectual Property. Vendor represents and warrants that Vendor has the right to grant the licenses granted herein, including with respect to the Vendor Content and Vendor Marks. Vendor has all necessary and sufficient rights to sell and offer for sale the Products, directly and through the Site, without any conflict with or infringement of the rights of any third party, including any rights in intellectual property. To Vendor’s knowledge, Vendor’s Products are not counterfeit, stolen, replicas, or otherwise unauthorized copies of a third party’s products.
TERM, TERMINATION AND SUSPENSION
Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect as long as the Vendor continues using the Site to list and sell Products, unless an agreed upon term is included in the NT Merch Store Vendor Agreement.
Termination for Breach. This Agreement may be terminated at any time by either party if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. The NT Merch Store may immediately terminate this Agreement if Vendor fails to meet any of its tax obligations, including without limitation the requirement of Vendor to provide documentation proving that Vendor has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with the Section titled “Taxes”. Either party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement for breach by Vendor, any fees due to the NT Merch Store at the time of termination shall immediately come due and; if for breach of the NT Merch Store, any amounts prepaid by Vendor but unused up to the date of termination shall be refunded to Vendor. Termination under this Section does not limit either party from pursuing any other remedies available to such party, including but not limited to injunctive relief.
Termination in the Event of Insolvency or Bankruptcy. Either party may terminate this Agreement upon written notice to the other party in the event (a) the other party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other party and such petition is not dismissed within ninety (90) days of filing; (c) the other party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar Law; (d) the other party ceases to do business in the normal course; or € a receiver is appointed for the other party or its business.
NT Merch Store Termination. The NT Merch Store may terminate this Agreement at any time, immediately upon prior written notice to Vendor..
Vendor Termination. Vendor may terminate this Agreement at any time, thirty (30) days prior written notice to the NT Merch Store
Post-Termination Obligations. Vendor will continue to have obligations under this Agreement after termination of the Agreement or during a suspension of Vendor’s listing of Products under the foregoing paragraph, including without limitation, the obligation to (i) provide customer service to Customers who purchased Products on the Site, (ii) pay any invoices delivered by the NT Merch Store in connection with this Agreement, (iii) notify the NT Merch Store and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfill any outstanding orders, and (vi) immediately notify the NT Merch Store of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.
Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, the NT Merch Store’s rights to use Vendor’s suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination
INDEMNIFICATION
Indemnification Obligations. Vendor will defend, indemnify and hold harmless the NT Merch Store, Neo Tokyo and their Affiliates, respective employees, directors, agents and representatives (each an “Indemnitee”) from and against any and all Losses arising out of or related to third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: (a) any actual or alleged breach of Vendor’s representations, warranties, or obligations set forth in this Agreement, The NT Merch Store’s Terms and Conditions, or the NT Merch Store‘s Privacy Policy; (b) violation of any applicable Laws; (c) Vendor’s own site or other sales channels, Vendor’s Products (including the advertisement, offer, sale or return of any of Vendor’s Products) and Vendor’s Content; (d) any actual or alleged infringement of any intellectual property rights (including rights of publicity or right of privacy) by Vendor’s Products or Vendor’s Content; € personal injury, death or property damage arising from Vendor’s Products; and (f) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Site, excluding, any taxes related to the NT Merch Store’s net income. The term “taxes” includes any class action or qui tam legal claims grounded in an allegation or allegations that the NT Merch Store bears some civil or criminal liability for over- or under-collection of any tax or fee on sales of Products offered by Vendor.
Procedure for Indemnification. Upon receipt of notice, from whatever source, of Claims against an Indemnitee for which Vendor is obligated to indemnify such Indemnitee, Vendor shall immediately take necessary and appropriate action to protect such Indemnitee’s interests with regard to the Claims. The NT Merch Store shall notify Vendor of the assertion, filing or service of any Claims of which the NT Merch Store has knowledge, as soon as is reasonably practicable.
Settlement.
Should the NT Merch Store require this as a condition to the Vendor, the NT Merch Store will provide written notice to the Vendor.
Warranty Disclaimer
THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED BY THE NT MERCH STORE “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. THE NT MERCH STORE EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. THE NT MERCH STORE DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL NT MERCH STORE, NEO TOKYO OR THEIR AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF THE NT MERCH STORE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL LIABILITY OF THE NT MERCH STORE AND NEO TOKYO UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL VALUE OF ANY FEES ACTUALLY RECEIVED BY THE NT MERCH STORE IN CONNECTION WITH VENDOR’S SALES THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.
Notices
Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be sent by email to w3arables@gmail.com.
Controlling Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the Laws of the State of California, without regard to the conflicts of laws provisions thereof. Unless waived by the NT Merch Store which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state courts of California or the federal courts of California.
Waivers and Amendments
This Agreement may only be modified, or any rights under it waived, by a written document executed by the Parties. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No failure or delay by a party in exercising any right, power or privilege under this Agreement shall operate as waiver hereof.
Severability
If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable Law.
Relationship of the Parties
The Parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.
No assignment
Vendor shall not assign this Agreement, in whole or in part, without the prior written consent of the NT Merch Store. The NT Merch Store may freely assign this Agreement, in whole or in part, without the prior written consent of Vendor.
Complete Agreement
This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with the NT Merch Store’s Terms of Service and Privacy Policy, this Agreement shall control.