TERMS AND CONDITIONS

WHEREAS, UAB “Click2Sell”, (hereinafter - "Click2Sell") is a digital products retailer and provider of comprehensive e-commerce services including, but not limited to, point of sale, transaction processing and affiliate programs (the "Services");

WHEREAS, you (“you” or “the Vendor”) are the business owner and supplier (manufacturer) of digital products or services subscribing to Click2Sell Services to resell products or services to Click2Sell for immediate resale to Customers;

WHEREAS, www.click2sell.eu (the "Website" or the "Marketplace") is an Internet-based marketplace for products and services obtained from Vendors and offered for resale via the Internet;

WHEREAS, customer (the "Customer") is the end buyer of products or services;

NOW, THEREFORE, for and in consideration of the foregoing and the mutual covenants and agreements contained herein, the parties hereby stipulate, agree and contract as follows:

1. ACCEPTANCE OF TERMS

1.1. Your access to and use of Click2Sell.eu (the “Website") and/or any Services is subject exclusively to these Terms and Conditions. You shall not use the Website and/or the Services for any purpose that is unlawful or prohibited by these Terms and Conditions and legal requirements. BY REGISTERING FOR AND USING THE WEBSITE OR THE SERVICES YOU ARE FULLY ACCEPTING THE TERMS, CONDITIONS AND DISCLAIMERS CONTAINED IN THIS DOCUMENT AND ALL POLICIES AND GUIDELINES THAT ARE INCORPORATED BY REFERENCE. If you do not accept these terms and conditions you must immediately stop using the Website and/or the Services.

2. POLICIES AND GUIDELINES

2.1. You agree to be bound by all of the terms and conditions set forth at the Website, including but not limited to the Privacy Policy (link), the Fees Schedule (link) and the Prohibited Products List (link), all of which are incorporated herein by reference.

3. ADVICE

3.1 The contents of the Website do not constitute advice and should not be relied upon in making or refraining from making any decision.

4. CHANGES TO WEBSITE

4.1. Click2Sell reserves the right to:
4.1.1 change any of the terms and conditions contained in this document or any policies or rules governing the Website and/or the Services at any time and in its sole discretion. Any such changes will be effective upon the posting of the revised Terms and Conditions or such policies and rules on the Website and you are solely responsible for reviewing any such notice and the corresponding changes to the Terms and Conditions. Your continued use of the Website and/or the Services following any such revisions to the Terms and Conditions or such policies and rules will constitute your acceptance of such changes. If you do not agree to any such changes, do not continue to use the Website and the Services.

4.1.2 change or remove (temporarily or permanently) the Website, Products or Vendors from the Marketplace and you confirm that Click2Sell shall not be liable to Vendors for any such change or removal.

5. YOUR ACCOUNT

5.1. After you agree to be bound by these Terms and Conditions and complete the registration form, Click2Sell will establish an account for you (the "Account"). You shall not register more than one Account with Click2Sell.

5.2. Use of the Website or/and the Services are limited to parties that are 18 years old or older and lawfully can enter into and form contracts under applicable law. To register, you must provide your [real name, address, phone number, e-mail address, valid credit card information] and other information required in the registration form. Click2Sell will apply its undertakings and exercise its rights referring to this information. You authorize Click2Sell to verify the accuracy of your information and to perform credit or background checks as it desires. Click2Sell may deny or terminate any account to any person for any reason.

5.3. You are solely responsible for maintaining the confidentiality of your unique logon ID and password, and for their use. As traffic on this Website may be monitored, evidence of use of the logon ID can be produced to support or defend any dispute or actionable cause or matter which arises in relation to the same.

6. REAL TIME PURCHASES

6.1. Click2Sell purchases Products from Vendors for the sole purpose of immediate resale to persons who make a decision to buy Products of a Vendor on Click2Sell Website (Customers). Click2Sell Website provides access for Customers to Products of all Vendors (Marketplace) and allows Customers to purchase the Products from Click2Sell (UAB "Click2Sell) by using such electronic payment methods that Click2Sell accepts.

7. PRODUCTS AND PRICES

7.1. If Vendor registers Products for inclusion in the Marketplace, Click2Sell may purchase such Products for resale to Customers. The ownership of the Product is transferred to Click2Sell at the time of purchase by the Customer.
7.2. Click2Sell allows you to list and sell only digital products or services.
7.3. The Vendor gives Click2Sell a non-exclusive and non-transferable license to market and resell Products to Customers and where appropriate to effect delivery of digital titles and/or relevant license keys and/or product activation codes to Customers through the Internet and/or other networks. Such resale shall be subject to the terms and conditions issued by Click2Sell in respect of Customers, and in the event of any conflict such terms and conditions shall take precedence over any sales terms imposed by the Vendor including terms on its web site or in any End User License Agreement issued by the Vendor.
7.4. As a Vendor, you may list any item (the "Product") on the Website unless it is a prohibited item defined in or similar to the items listed in the Prohibited Products List (link). Click2Sell may change the Prohibited Products List in its discretion, without notice to you or your consent.
7.5. Each of your listed item will be reviewed by Click2Sell before making it available to be purchased. Click2Sell may deny any item for any reason.
7.6. Click2Sell is responsible for every approved product and its website compliance to the Prohibited Products List.
7.7. By listing a Product in the Website, you represent and warrant to Click2Sell, prospective Customers and the Affiliates (if you chose to participate in the Affiliate Program) that you have the right and ability to sell the Product and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive. Click2Sell retains the right to immediately halt any sale, prevent or restrict access to the Website or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized Products, any unlawful Products, or any Products otherwise prohibited by these Terms and Conditions or applicable law or in any other case in its sole discretion.
7.8. You shall indicate a Product price in currency that you choose from the list of currencies available in the Website, including all the applicable taxes, fees and costs. However you may choose whether to include shipping price into a listed Product purchase price. In any case you shall clearly, completely, accurately and prominently specify whether the Product price listed in the Website includes the shipment costs.
7.9. The Vendor shall maintain sufficient inventory to fulfill purchases by Click2Sell for resale to Customers in a timely manner.

8. FEES AND PAYMENTS

8.1. At the time of purchase by a Customer, Click2Sell purchases the Product from the applicable Vendor at a wholesale price, which can vary by Product type, price, and currency, and resells the Product to the customer. Click2Sell shall not be restricted by the Vendor as to the price charged to Customers for the resale of Products purchased from the Vendor.
8.2. If an Affiliate generated the sale, the wholesale price is automatically split between the Vendor and Affiliate according to the commission percentage set by the Vendor. Amounts are credited to the Vendor and Affiliate at the time of sale.
8.3. Contingent upon the purchase by the Customer of the Product offered by you, you agree to let Click2Sell charge you the "Transaction Fees" in accordance with the terms set forth in the Fees Schedule (link). For the purposes of the payment of the Transaction Fees, the moment of the purchase by the Customer of the Product offered by you is the moment when the Customer irrevocably places the order for the Product using Click2Sell’s Website and/or Services. You agree and acknowledge that no other circumstances, including but not limited to the actual closure of the transaction, cancellation of the purchase, shipment, delivery or return of the Product, payment of the price and/or refund of the price shall condition your obligation to pay the Transaction Fees.
8.4. Click2Sell reserves the right to undertake anti-fraud checks including manual review of orders to verify Customer credentials. In some instances the due process of these anti-fraud checks may cause delay in the sale and distribution of the Products to the Customer. In the event a Customer seeks to cancel the order due to such delay or process, Click2Sell shall not be liable to the Vendor for such cancellation.
8.5. Click2Sell will calculate on a monthly basis Total Sales Revenue Plus Accumulations together with the Vendor's Total Compensation Balance made up to the last calendar day of the previous month, and the resulting total less Deductions and Click2Sell’s standard fees, will be distributed to the Vendor by the fifteenth day of the following month, except if the fifteenth day shall fall on a weekend, in which case distribution shall be on the next business day. Click2Sell shall also distribute commissions due to the Vendor's Affiliates and any other fees, deductions and expenses as set out in this agreement.
8.6. The sums due to the Vendor shall be clearly shown in the Sales reports information pertaining to the Vendor's account. Payment will be made on the account only when sales have reached a minimum of $35.00 for the period in question.

9. COMPLIANCY

9.1. You must ensure that you are legally able to sell each Product included in a listing on the Website, and that it is lawful to sell and export such Product to a person resident in the Customer’s jurisdiction. In any case Click2Sell shall not be responsible for verifying your right to list and sell items.

10. REFUNDS AND DISPUTES

10.1. You shall have a policy with regard to the cancellation, returns and refunds of the Products (the “Return Policy”). Your Return Policy shall be clear, complete, accurate and prominently posted on a billing screen and available for review by the Customer prior to the Customer being obligated for a purchase of your Products.
10.2. Click2Sell will, at its discretion, allow for the return or replacement of any product within 60 days from the date of purchase. For recurring billing products, returns for more than one payment may be provided if requested within the standard 60 day return period.
10.3. If customers request a cancellation for their recurring billing product, no future rebills will be charged to their account. Cancellation will not generate a return - it will only stop any future rebills.
10.4. When a sale is returned, the customer receives a 100% refund. Payouts from that sale are debited back out of the corresponding Vendor and affiliate accounts.
10.5. A purchase is revoked if the customer’s bank later claims the purchase was unfunded, unauthorized or fraudulent. Revoked sales cost Click2Sell money and harm our reputation as a reliable Product retailer. In these instances, we charge the Vendor $30 per credit card chargeback. Click2Sell reserves the right to charge increased fees per credit card chargeback, up to $100, if a Vendor's products generate in excess of 1% chargebacks in any 90-day period.

11. AFFILIATE PROGRAM

11.1. Click2Sell may chose to offer an affiliate program to the third parties (the “Affiliates”) under which the Affiliates may promote Click2Sell and your Products and refer Customers to the Website (the “Affiliate Program”). If you wish your Products participate in the Affiliate Program you may chose such option in your Account on the Website. By choosing this option you grant the Affiliates a non-exclusive, worldwide, royalty-free license solely for the purposes of facilitating referrals to the Website, to establish and maintain the links to your Product website and to publish any of your Content (as described in the Clause 15.1) on their websites.

12. COPYRIGHT

12.1. All copyright, trademarks and all other intellectual property rights in the Website and its content (including without limitation the Website design, text, graphics and all software and source codes connected with the Website) are owned by or licensed to Click2Sell or otherwise used by Click2Sell as permitted by law.
12.2. None of the content may be downloaded, copied, reproduced, transmitted, stored, sold or distributed without the prior written consent of the copyright holder.

13. SUBMITTED CONTENT

13.1. You unconditionally warrant that any Product characteristics submitted by you in the Website and any other information, data and/or content you provide to the Customers or Click2Sell (the "Content"): (i) will be correct, accurate and not misleading or otherwise deceptive; (ii) will not infringe the intellectual property rights of Click2Sell or any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (iii) will not violate any law, statute, or regulation; (iv) will not be defamatory or libelous, and, (v) will not create liability for Click2Sell.
13.2. By submitting the Content to the Website, you grant to Click2Sell the following rights to the Content: (i) the non-exclusive, worldwide, royalty free, perpetual, non-revocable license and right to copy, publish and distribute the Content in any form and in any language and the right to translate and publish and distribute Content to other internet sites under license with Click2Sell; (ii) the right to create derivative works from the Content, the right to include the Content in advertising and promotion, and the right to sub-license, reproduce, resell, and redistribute the Content, and any derivative works thereof, to third parties in any medium and anywhere in the world without compensation to you.

14. PRIVACY

14.1. You shall agree and comply with the procedures and conditions set in the Click2Sell’s Privacy Policy (link).
14.2. You acknowledge and agree that Click2Sell may provide the Customers and the Affiliates (if you chose to participate in the Affiliate Program) and with information that is reasonably necessary for them to communicate with you regarding any issues that may arise in connection with their purchase or referral. You agree that Click2Sell shall not be liable for the collection and/or disclosure of such information by Click2Sell the Customer or the Affiliate.
14.3. You shall not to use any information about other Website and/or Services users which may become known to you from the Website or which may be disclosed to you by Click2Sell, except to enter and complete transactions, and not to use any such information for purposes of solicitation, sending unsolicited email or spamming, harassment, or other conduct Click2Sell deems unacceptable or objectionable.

15. TERMINATION

15.1. At any time and for any reason in its sole discretion Click2Sell may terminate this agreement, your access to the Website and/or the Services, your Account and may halt any pending listings or sales at any time without notice to you. Click2Sell shall have no liability or obligation for the termination of this agreement.

16. INDEMNITY

16.1. You agree to indemnify and hold Click2Sell, its parents, sister companies, subsidiaries, affiliates, service providers, sellers, distributors, licensors, officers, directors and its employees harmless from and against all liabilities, legal fees, damages, losses, costs and other expenses in relation to any claims or actions brought against Click2Sell arising out of any breach by you of these Terms and Conditions or other liabilities arising out of your use of this Website or the Services.

17. EXCLUSION OF WARRANTIES AND LIABILITY

17.1. YOU SHALL ACCEPT THE WEBSITE AND THE SERVICES "AS IS" WITH ANY FAULTS OR FAILINGS AND WITHOUT ANY REPRESENTATION, WARRANTY OR GUARANTEE WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF ACCURACY, COMPLETENESS, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
17.2. IN NO EVENT WILL CLICK2SELL BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGES OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH ANY YOUR OR CUSTOMER'S ACCESS TO, OR USE OF THE WEBSITE AND/OR SERVICES, ANY MATERIAL THEREON OR ANY PRODUCTS, GOODS, MATERIALS OR SERVICES AVAILABLE THEREFROM, WHETHER BASED IN CONTRACT, TORT AND WHETHER NEGLIGENT OR OTHERWISE, EVEN IF CLICK2SELL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THIS EXCLUSION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE UNLAWFUL, BUT THAT LIABILITY MAY BE LAWFULLY LIMITED, CLICK2SELL’S AGGREGATE TOTAL LIABILITY TO YOU FOR ALL SUCH DAMAGES AND LOSSES SHALL BE LIMITED TO THE [50 USD].

18. MISCELLANEOUS PROVISIONS

18.1. If any section or portion(s) of these Terms and Conditions is declared invalid by any court of competent jurisdiction or a government agency having jurisdiction, the remainder of these Terms and Conditions, and the application of such provision to persons or circumstances other than those to which it is held invalid by such court, shall not be affected thereby, and these Terms and Conditions shall remain in full force and effect. To the extent possible, the parties shall reform such invalidated section or portion(s) thereof in a manner that will render such provision valid without impairing the parties’ original intent.
18.2. These Terms and Conditions are personal to you and may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Terms and Conditions shall be null and void. Click2Sell may freely assign these Terms and Conditions without consent or notice.
18.3. These Terms and Conditions shall be interpreted and governed in general by the laws of the Republic of Lithuania, without respect to the conflict of laws provisions. Any dispute or claim with respect to the validity, construction or enforceability of these Terms and Conditions or arising out of or in relation to these Terms and Conditions, or for the breach hereof shall be initially resolved by the parties in good faith within thirty (30) days from the day of notice by any of the parties to the other party as to the existence of a dispute or claim. The dispute not settled by the parties through negotiations or correspondence shall be adjudicated by the Court of the Republic of Lithuania in accordance with the procedure determined in the regulatory enactments of the Republic of Lithuania.