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POST /index.php
<form action="/index.php" method="post">
<table width="100%" border="0" cellpadding="10" cellspacing="0">
<tbody>
<tr>
<td colspan="2" align="center" bgcolor="#478DCA" class="padding-5 header-shimmer border-left border-right"><b>Your Account Login Information</b></td>
</tr>
<tr>
<td width="1%" align="right" bgcolor="#EAEEF2" class="nowrap dash-bottom border-left">Modular Merchant Account Name</td>
<td bgcolor="#FFFFFF" class="dash-bottom border-right"><input name="mm_account" type="text" class="field" value="" size="30"></td>
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<td align="right" bgcolor="#EAEEF2" class="nowrap dash-bottom border-left">Admin Account Login</td>
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<td align="right" bgcolor="#EAEEF2" class="nowrap dash-bottom border-left">Admin Account Password</td>
<td bgcolor="#FFFFFF" class="dash-bottom border-right"><input name="mm_password" type="password" class="field"
size="30"> <a href="fetch_password.php" class="side-menu" title="Retrieve your login password.">Forgot your password?</a></td>
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<tr>
<td align="right" bgcolor="#EAEEF2" class="nowrap dash-bottom border-left">Terms of Service</td>
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<label for="mm_tos_disagree">I do not agree to the Terms of Service.</label>
<br>
<input type="radio" id="mm_tos_agree" name="mm_tos_agree" value="Y">
<label for="mm_tos_agree">I acknowledge I<b> have read</b> and <b>accept</b> the <a href="/index.php?display_tos=Y" title="View the Terms of Service agreement.">Terms of Service</a> above.</label>
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<td align="right" bgcolor="#EAEEF2" class="nowrap border-bottom border-left">Remember Me?</td>
<td bgcolor="#FFFFFF" class="border-bottom border-right"><input name="remember_me" id="remember_me" type="checkbox" value="Y">
<label for="remember_me" class="side-menu">Check this box to have this page remember your Account Name and Login.</label>
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<td colspan="2" align="center"><input name="login" type="submit" class="text-larger-150" id="login" value="Log in to Your Administration Area">
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<td><img src="img/spacer.png" width="20" height="30"></td>
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</form>Text Content
ModularMerchant
MM Account Login Log in to your Modular Merchant account
Secure access to your Modular Merchant account's administration area.
Warnings The Terms of Service has been recently updated! Please review and
accept the new Terms of Service.
See Terms of Service updates.
Modular Merchant Terms of Service Agreement — Display the entire Terms of
Service. — Recent updates. -------------------------------------------------
MODULAR MERCHANT END USER LICENSE AND TERMS OF SERVICE AGREEMENT Updated October
2018 ------------------------------------------------- CAREFULLY READ THE
FOLLOWING DOCUMENT. THE MODULAR MERCHANT END USER LICENSE AND TERMS OF SERVICE
AGREEMENT ("AGREEMENT"), IS A LEGAL AGREEMENT BETWEEN STEPPING STONE MEDIA INC,
DBA, MODULAR MERCHANT ("MODULAR MERCHANT") AND YOU OR THE COMPANY YOU REPRESENT
IN THIS TRANSACTION (COLLECTIVELY "YOU" OR "CLIENT"). BY CLICKING THE "I ACCEPT"
BUTTON BELOW, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO
NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, MODULAR MERCHANT WILL NOT
PROVIDE YOU WITH THE SOFTWARE AND SERVICES DESCRIBED HEREIN AND YOU MUST SELECT
THE "I DO NOT ACCEPT" BUTTON, BELOW. RECITALS A. Modular Merchant is the
developer and owner of certain proprietary shopping cart software, Modular
Merchant ("Software"), and related services, including, but not limited to,
Client accounts, managed hosting, and add-on modules (collectively "Services"),
which allow Client's customers to purchase Client's products online. B. Modular
Merchant is also in the business of hosting and offering access to the Software
and Services via the Internet. C. Client desires access to and the use of the
Software and Services under the terms and conditions set forth in this
Agreement. AGREEMENT Now therefore, in consideration of the foregoing Recitals,
which by this reference are incorporated herein as if set forth in full, and in
consideration of the mutual covenants and agreements hereinafter set forth, and
for other good and valuable consideration, the receipt of which is hereby
acknowledged, Client and Modular Merchant agree as follows:
------------------------------------------------- ARTICLE 1 - LICENSE;
LIMITATIONS OF USE; OWNERSHIP; INTELLECTUAL PROPERTY NOTICES
------------------------------------------------- 1.1 LICENSE. Subject to the
terms of this Agreement, Modular Merchant grants Client a limited, revocable,
non-transferable, and non-exclusive license to use the Software and Services
solely for client's business purposes. One license is required for each Account,
as that term is defined below. This license ends on the termination of this
Agreement. On termination of this Agreement, Client shall discontinue use of the
Software and Services and destroy or return any copies of the Software to
Modular Merchant. 1.2 LIMITATIONS OF USE. Client agrees that Client shall make
no attempt to, and shall not permit its authorized users or any third parties to
do any of the following with respect to the Software or Services: (a) sell,
lease, distribute license or sublicense it; (b) modify, change, alter, revise,
translate, create derivative works from, reverse engineer, disassemble or
decompile it in any way for any reason; (c) provide, disclose, divulge, make
available to, or permit its use by any third party; (d) copy or reproduce all or
any part of it; (e) interfere, or attempt to interfere, with it; (f) remove or
alter any copyright or other proprietary rights notices included in or affixed
to it; or (f) use or allow the use of it after the termination or expiration of
this Agreement (except pursuant to another valid license). 1.3 OWNERSHIP. The
Software and Services are solely owned by Modular Merchant and its licensors.
The Software and Services are licensed, not sold. All right, title, and interest
in the Software and Services, including any updates or revisions thereto, is and
shall remain the sole and exclusive property of Modular Merchant, its licensors,
and their successors and assigns. Other than the limited license explicitly set
for in this Agreement, no interest in or rights or licenses to the Software or
Services shall inure in or accrue to Client, whether by implication, estoppel,
or otherwise. All rights of any kind in the Software or Services that are not
expressly granted in this Agreement are entirely and exclusively reserved to and
by Modular Merchant, its licensors, and their successors and assigns. 1.4
INTELLECTUAL PROPERTY NOTICES. The Software, Services, and related documentation
are protected by U.S. and international copyright laws and treaties, as well as
other intellectual property laws and treaties. The Software, Services, and
related documentation are also subject to the Modular Merchant Legal Statement,
which can be found on the Modular Merchant website at
http://www.modularmerchant.com/legal.php. To the extent the Legal Statement
contradicts this Agreement the terms of this Agreement govern. 1.5 GENERAL DATA
PROTECTION REGULATION. Client is responsible for processing and protecting any
personal information they receive from another user or another individual.
Client will pay for any damages suffered if they violate applicable privacy
laws. While using the Modular Merchant service, client may may receive or
collect personal information as the software is used and operated. Client must
protect this personal information with the utmost care and abide by privacy
practices as set forth below in this Terms Of Service and Modular Merchant's
Privacy Policy. Client may not use or disclose personal information for any
purpose other than as allowed by the individual or by applicable law. Client
consents to the collection, processing, and transfer of all their information
and customer information by Modular Merchant and our partners as set forth in
our Privacy Policy. Modular Merchant may process that personal information as
needed to facilitate business operations or whichever activity it was given to
us for. As per Article 7 on indemnification, Client agrees to defend, indemnify
and hold Modular Merchant harmless if Client violates any applicable privacy
laws. For purposes of the EU's General Data Protection Regulation ("GDPR"),
Client is the data controller for any personal information received or collected
through the website and service provided by Modular Merchant, and Modular
Merchant and our partners are data processors. This means that Client is
responsible under the GDPR for what happens to that personal information as it
is processed by the Client, Modular Merchant and our partners, and any third
parties you allow to process it.
------------------------------------------------- ARTICLE 2 - ACCESS TO AND USE
OF THE SOFTWARE & SERVICES ------------------------------------------------- 2.1
NECESSARY EQUIPMENT. Client will be solely responsible, at Client's own expense,
for acquiring, installing, maintaining, and updating all connectivity equipment,
hardware, software, and other equipment that may be necessary for its use of the
Services. 2.2 ACCOUNT ACTIVATION Client is required to register for an Account
through which all Services will be provided. Notwithstanding anything to the
contrary herein, Client acknowledges and agrees that Client shall have no
ownership or other property interest in the Account, including, but not limited
to, Client's customer's contact or credit card information captured by Modular
Merchant as part of the Services provided, and further acknowledges and agrees
that all rights in and to the Account are and shall forever be owned by and
inure to the benefit of Modular Merchant. During the registration process,
Client is required to select a username and a password that are unique to
Client's Account (collectively "Login Information"). Client is responsible for
maintaining the confidentiality of the Login Information and will be responsible
for all uses of the Login Information, whether or not authorized by Client. In
the event that Client becomes aware of or reasonably suspects any breach of
security, including without limitation any loss, theft, or unauthorized
disclosure of the Login Information, Client must immediately notify Modular
Merchant by emailing abuse@modularmerchant.com or via phone. Phone numbers and
other Modular Merchant contact information can be found on the Modular Merchant
website at: http://www.modularmerchant.com/contact.php. All information provided
to Modular Merchant during Account Activation or at any time otherwise is
subject to the Modular Merchant Privacy Policy, which can be found on the
Modular Merchant website at http://www.modularmerchant.com/privacy.php. To the
extent the Privacy Policy contradicts this Agreement the terms of this Agreement
govern. 2.3 AUTHORIZED USERS Client acknowledges and agrees that anyone using
Client's Login Information is authorized to bind Client in connection with any
Services provided to Client under this agreement. Additionally, Client may
assign additional authorized users of Client's Account a unique logon identifier
and password and assign and manage the business rules that control each such
authorized user's access to the Services. Client is responsible for (a) all
liabilities incurred as a result of any use of the Services by an authorized
user, including, but not limited to, all costs and expenses incurred; (b) the
security and/or use of the authorized user's logon identifier and password; (c)
the authorized user's use of the Services consistent with the assigned business
rules; and (d) the authorized user's use of the Services in accordance with the
terms and conditions of this agreement. Client will be responsible for advising
each authorized user of his or her obligations under this agreement and of the
license restrictions set forth in this agreement. 2.4 TRIAL PERIOD 2.4.1
LIMITATIONS OF SERVICES DURING TRIAL PERIOD Modular Merchant may provide a trial
period for any of its Services. If a trial period is provided, Modular Merchant
may, at its sole discretion, offer this trial at any price and for any length of
time. Services offered on a trial basis may have limited functionality,
including, but not limited to, the inability to authorize transaction funds or
capture transaction funds. 2.4.2 TERMINATION OF TRIAL SERVICES Modular Merchant
may, at its sole discretion, terminate a Client's trial period at any time
during the trial period. Reasons for termination of trial period include, but
are not limited to A) Violating the terms of this Agreement, B) Creating an
Account with invalid contact information, such as name, email address or phone
number, or C) Creating an Account that is inactive (not logged into) for thirty
(30) days. 2.5 ACCOUNT ACCESS RIGHTS Modular Merchant reserves the right to
deny, suspend or revoke access to Services, in whole or in part, if Modular
Merchant suspects client and/or its authorized users are in breach of this
agreement or are otherwise using or accessing Services inconsistent with the
terms and conditions of this agreement. Modular Merchant reserves, and Client
grants to Modular Merchant, the right to have any Modular Merchant employee log
in to any Account administration area at any time, for Tech Support, system
maintenance, Software update or any other purpose determined by Modular Merchant
at its sole discretion. 2.6 NON-EXCLUSIVITY. Client acknowledges and agrees that
Modular Merchant is providing non-exclusive access to and use of the Modular
Merchant Software and Services. Any customizations, alterations, or revisions
done to the Software or Services at the suggestion or request of Client are the
sole and exclusive property of Modular Merchant and are subject to the terms of
Article 1, above. Customizations, alterations, or revision done at the
suggestion or request of one client may be, but are not required to be, made
available to other clients. 2.7 THIRD PARTY PROVIDERS. Client acknowledges that
some functions of the Services (e.g., shipping, hosting, email) may be provided
by third parties ("Third Party Provider"). For all functions of the Services
provided by Third Party Providers, Client must abide by that Third Party
Provider's terms and conditions, if any, for the functions provided by that
Third Party Provider. Copies of Third Party Providers' terms and conditions are
available upon request 2.8 CHANGES TO THIRD PARTY PROVIDERS; CHANGES TO
SERVICES; AVAILABILITY. 2.8.1 Changes to Third Party Providers. Modular Merchant
may, at its sole discretion, change any Third Party Providers. In the event that
Modular Merchant changes Third Party Providers, Modular Merchant may provide
Client with notification via its web site. 2.8.2 Changes to Services. Modular
Merchant may, at its sole discretion, add, delete or change any functionality of
the Services. In the event that Modular Merchant changes functionality of the
Services, Modular Merchant may provide Client with notification via Modular
Merchant's web site. 2.8.3 Modular Merchant shall use commercially reasonable
efforts to keep the Software and Services available on a 24 hour a day, 7 day a
week basis, subject to scheduled downtime for maintenance purposes, unscheduled
maintenance and systems outages. Modular Merchant makes no guarantees that any
particular Client will be able to access the Services at any given time, and
Modular Merchant shall not be liable to Client for failure of accessibility to
the Services. 2.9 UNPERMITTED USES; ACCEPTABLE CONTENT Client and its authorized
users will not use Modular Merchant Software or Services to sell or otherwise
distribute content that: (a) constitutes spamming, mail bombing, spoofing or any
other types of unsolicited e-mail of any kind, regardless of the content or
nature of the message; (b) knowingly introduces into or transmits any virus,
worm, trap door, back door, timer, clock, counter or other limiting routine,
instruction or design; or (c) alters, steals, corrupts, disables, destroys,
trespasses, or violates any security or encryption of any computer file,
database, or network; (d) incites violence, threatens violence, or contains
harassing content or hate speech; (e) is unfair or deceptive under the consumer
protection laws of any jurisdiction, including chain letters and pyramid
schemes; (f) is defamatory or violates a person's privacy; (g) creates a risk to
a person's safety or health, creates a risk to public safety or health,
compromises national security, or interferes with a investigation by law
enforcement; (h) contains warez or other black market software, cracks, or
materials that infringe on an existing copyright; (i) improperly exposes trade
secrets or other confidential or proprietary information of another person; (j)
is intended to assist others in defeating technical copyright protections; (k)
clearly infringes on another person's trade or service mark, patent, or other
property right; (l) promotes illegal drugs, violates export control laws,
relates to illegal gambling, or illegal arms trafficking; (m) provides online
gambling; (n) contain firearms or ammunition; (o) contains adult-related media
(as defined below); (p) is otherwise illegal or solicits conduct that is illegal
under laws applicable to you or to Modular Merchant; (q) or is otherwise
malicious, fraudulent, or may result in retaliation against Modular Merchant by
offended viewers, all as determined by Modular Merchant at its sole discretion.
Modular Merchant defines "adult-related media" as any of the following: (a)
photos or videos containing sexually explicit material; (b) print media
containing sexually explicit material; (c) audio clips or text containing
sexually explicit material; (d) links to other sites containing such material.
Modular Merchant reserves the right to determine what is considered "sexually
explicit" at its sole discretion. Modular Merchant reserves the right to
determine what use of the Software or Services violates the above provision at
its sole discretion. If Client or its authorized users, or a third party through
the Client, violates any of the foregoing prohibitions, Modular Merchant may
immediately suspend the Services and/or terminate this Agreement without further
liability or obligation to the Client. 2.10 HTML CONTENT Modular Merchant
reserves the right, at its discretion, to append content to any webpage using
the Services, including, but not limited to, a text and/or image hyperlink
stating "Powered by Modular Merchant Shopping Cart", linking to a website
managed by Modular Merchant. Client may replace this automated link with one of
their own link by adding the following HTML code in a conspicuous location on
the webpage: <a href="http://www.modularmerchant.com" target="_blank">Powered by
Modular Merchant Shopping Cart Software</a> If the hyperlink is not found,
Modular Merchant reserves the right to place the hyperlink on the webpage
without notice. 2.11 EMAIL POLICIES Using Modular Merchant software and/or
servers to send "spam" email, also known as Unsolicited Commercial Email (UCE),
is strictly prohibited. Use of any third-party email delivery systems in
conjunction with Modular Merchant's SMTP servers is strictly prohibited. All
email sent via Modular Merchant servers must meet the following criteria: A) The
recipient of the email must have either made a purchase, requested information,
responded to a questionnaire or a survey, opted in to the mailing list by
completing a sign up form hosted on the domain, or had offline contact with
Client. B) Marketing and/or newsletter emails must include a working link for
the recipient to unsubscribe from the mailing list. C) All requests to
unsubscribe must be processed within 10 (ten) days. D) The "from" email address
must contain the domain name associated with the Client's Modular Merchant
account. E) The "subject" of the email must not contain misleading information.
Modular Merchant routinely monitors our mail servers for abuse. Any Client found
to be in violation of Modular Merchant's EMAIL POLICIES will have their account
closed. ------------------------------------------------- ARTICLE 3 - FEES;
PAYMENT TERMS ------------------------------------------------- 3.1 ACCOUNT
FEES. Client shall pay all Account-related fees, including, but not limited to,
set-up fees, user fees, service fees, hosting fees, and any applicable taxes
according to Modular Merchant's fee schedule located on the Modular Merchant
website at http://www.modularmerchant.com/fees/. Client is also responsible for
the payment of any fees associated with work requested by Client or Client's
authorized users and performed by Modular Merchant, including, but not limited
to web development, programming, technical support, or consultation. These fees
may change from time-to-time at Modular Merchant's discretion. Any changes to
recurring Account fees will be applicable to Client's account at the start of
Client's next billing cycle after the changes are made and will be reflected on
the invoice for the next billing cycle. Any changes to fees for work performed
as-needed, e.g., programming or consultation, will be applied to work performed
after any applicable rate change. 3.2 TAXES. Client shall be solely responsible
for the payment of all taxes related to the sales of Client's products using the
Modular Merchant software and services, including all sales, use, or other taxes
and duties, however designated, whether international, national, state or local,
applicable to the transactions contemplated by this Agreement; excluding,
however, income taxes or gross receipts taxes which may be levied against
Modular Merchant. Such taxes may be reflected on client invoices. 3.3 METHODS OF
PAYMENT. Modular Merchant accepts payments by credit card (American Express,
MasterCard, Visa) and echeck only. Client is required to retain a valid credit
card on file for the payment of all Account fees, taxes, and fees for any other
work performed by by Modular Merchant on Client's behalf. 3.4 BILLING. Client's
30-day billing cycle begins on the date Client's Account is activated (this
includes new Accounts created or those moved from trial mode to active status).
Client is invoiced every 30 days thereafter for the following 30 days. Payments
are due upon receipt of invoice. Modular Merchant will automatically charge
Client's credit card on file for any past due invoice for current, suspended or
cancelled accounts. No refunds will be given for Accounts terminated in the
middle of a billing cycle. 3.5 LATE PAYMENTS/NON-PAYMENT OF FEES OR TAXES. If
Client fails to pay any fees or taxes within seven (7) days of the applicable
due date, Modular Merchant will have the right to: (a) assess interest in an
amount equal to the greater of 1.5 percent (1.5%) per month or the maximum
allowable under applicable law; (b) assess a late fee equal to the interest in
subsection (a), with a minimum charge of $5.00; (c) suspend Client's Account ;
(d) and/or terminate this Agreement without notice. Suspended accounts will not
be accessible by the Client. 3.7 COLLECTION COSTS AND ATTORNEY FEES Client will
be responsible for any costs associated with collecting any unpaid amounts owing
under this Agreement including, without limitation, legal costs, attorneys'
fees, court costs and collection agency fees, regardless of whether legal action
is commenced. In the event either party defaults or breaches this Agreement,
such party shall reimburse all reasonable costs and attorney fees incurred by
the other in connection with the default or breach, regardless of whether
litigation is commenced. In the event of any litigation or other proceeding,
including any action or participating in connection with a case or proceeding
under any chapter of the Bankruptcy Code or any successor statute, between the
parties to declare or enforce any provision of this Agreement, the prevailing
party or parties shall be entitled to recover from the other party or parties,
in addition to any other recovery and cost, reasonable attorney fees incurred in
such litigation or other proceeding, in both the trial and in all appellate
courts and reasonable post-judgment collection costs, including attorney fees.
3.6 PAYMENT HISTORY. Client may access their payment history and a list of
scheduled invoices at any time by visiting
https://www.modularmerchant.com/customers/. The email address and password
associated with Client's Account is required in order to access this website.
------------------------------------------------- ARTICLE 4 - TERM AND
TERMINATION ------------------------------------------------- 4.1 ACCOUNT TERM
Client's Account begins upon activation pursuant the terms of Section 2.2,
above, and continues thereafter on a month-to-month basis unless otherwise
terminated as provided for under this Agreement. 4.2 ACCOUNT TERMINATION BY
CLIENT. Client will have the right to terminate this Agreement and close its
Account at any time. All requests for Account termination must be submitted
using the "Close Account" form in the Client's account administration area on
the Modular Merchant website or by submitting a written request pursuant to
Section 8.1. Account cancellations are performed upon receipt of an authorized
request. No refunds will be given for Accounts terminated in the middle of a
billing cycle. 4.2.1 TERM AND TERMINATION OF DEDICATED SERVER ACCOUNT For
Clients who subscribe to a Dedicated Server product, "Dedicated Server
Commencement Date" means the date on which Modular Merchant provides the access
information that enables the Client to send and receive information from their
Dedicated Server. The initial term of the subscription to the Dedicated Server
product begins on the Service Commencement Date and continues for the period of
one year. Upon expiration of the initial term, the Client's subscription to the
Dedicated Server product renews for successive extended terms of 30 days each.
Prior to the completion of the initial term, if the Client terminates their
subscription to the Dedicated Server product for convenience, or Modular
Merchant terminates this Agreement for Client's breach, in addition to other
amounts the Client may owe, they must pay an early termination fee equal to the
total monthly recurring fees for the remaining portion of the then-current term.
The Client will not be charged an early termination fee under this Section in
the event that they terminate this Agreement as part of an agreement to
establish a replacement Dedicated Server product within the Modular Merchant
service segment, even if the overall fees for the replacement Dedicated Server
are less than those for the current one, provided that the replacement Dedicated
Server is the functional equivalent of the current one. After the initial term,
Client may terminate their subscription to the Dedicated Server product for
convenience at any time on thirty (30) days advance written notice by using the
"Close Account" form in the Client's account administration area to provide at
least thirty (30) days advance notice of non-renewal. 4.3 ACCOUNT TERMINATION BY
MODULAR MERCHANT. Modular Merchant shall have the right to terminate this
agreement at any time upon written notice to Client or as otherwise provided in
this Agreement. Cancellations under this section are effective immediately. 4.4
OBLIGATIONS UPON ACCOUNT TERMINATION OR NON-RENEWAL Upon the termination or
non-renewal of this agreement for any reason (a) Client's access to, and use of,
the Software and Services will terminate; (b) any amounts owed to Modular
Merchant under this Agreement before the termination, including Account fees, as
defined in Section 3.1, late fees, and/or interest, will be immediately due and
payable; (c) all rights and obligations of the parties under this Agreement
shall immediately terminate except as otherwise set forth below; and (d) Client
agrees to return to Modular Merchant any and all Software, documentation or
other deliverables provided to Client by Modular Merchant including any copies
thereof held by Client. 4.5 SURVIVAL Except as otherwise stated in this
Agreement, any provisions in this Agreement that by their sense and context are
intended to survive the termination of this Agreement shall survive such
termination. Notwithstanding the foregoing, any cause of action that Modular
Merchant may have against Client for breach of this Agreement before the date of
termination shall survive such termination.
------------------------------------------------- ARTICLE 5 - AFFILIATE PROGRAM
------------------------------------------------- 5.1 AFFILIATE PROGRAM
PROVISIONS The following provisions apply to Clients who have opted to
participate in the Modular Merchant affiliate marketing program, or has
otherwise been accepted by Modular Merchant to participate in the affiliate
marketing program: A) Modular Merchant will pay a commission (the "Commission")
equal to ten percent (10%) of amounts billed on eligible products and received
by Modular Merchant from new customers who purchase services from Modular
Merchant within six (6) months after clicking on an approved Modular Merchant
affiliate link on a website owned or controlled by Client. B) All tracking of
referrals and clicks are as determined by Modular Merchant's systems. Modular
Merchant will not pay Commissions on sales that are subsequently rescinded or
charged back and any Commissions paid on such sales must be repaid or debited
from future Commissions due. C) Modular Merchant will aggregate Commissions due
and issue checks only when the check amount is equal to or greater than $100.00
(USD). D) In order to be eligible to earn Commissions, Client must maintain
accurate and up-to-date account information within their Affiliate Account
control panel, accessible at:
https://www.modularmerchant.com/clients/modmerch/affiliates/ Failure to do so
will result in forfeiture by the Client of past or future earned Commissions. E)
Modular Merchant may, at its sole discretion, change the commission rate and
other terms and conditions of this affiliate marketing program at any time, with
such changes to be effective when posted to the Modular Merchant website. F)
Modular Merchant may, at its sole discretion, change the products eligible for
the earning of affiliate commissions at any time, with such changes to be
effective when posted to the Modular Merchant website. G) Client may not use or
display on the affiliate link any material that is defamatory, misleading,
libelous, obscene or otherwise potentially damaging to the reputation of Modular
Merchant. H) Modular Merchant may offset against any Commissions earned any due
and unpaid amounts in respect of Services.
------------------------------------------------- ARTICLE 6 - DISCLAIMER OF
WARRANTIES AND LIMITATION OF LIABILITY
------------------------------------------------- EXCEPT AS EXPRESSLY STATED IN
THIS AGREEMENT, MODULAR MERCHANT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY
KIND, EXPRESS OR IMPLIED, ABOUT THE SOFTWARE, SERVICES OR ACCESS TO OR USE OF
THE SOFTWARE OR SERVICES PROVIDED TO CLIENT UNDER THIS AGREEMENT. THE SOFTWARE
AND SERVICES ARE PROVEDED "AS IS." TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE
LAW, MODULAR MERCHANT DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING, WITHOUT
LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT. IN NO EVENT WILL MODULAR MERCHANT AND/OR ITS SUPPLIERS BE
LIABLE TO YOU OR ANY THIRD PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE,
CONSEQUENTIAL OR INCIDENTAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING,
WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST OR DAMAGED DATA OR
BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE
OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL
THEORY, EVEN IF MODULAR MERCHANT HAS BEEN ADVISED OF SUCH DAMAGES. IF CLIENT'S
USE OF THE SOFTWARE OR SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR OR
CORRECTION OF EQUIPMENT OR DATA, CLIENT ASSUMES ALL COSTS THEREOF. MODULAR
MERCHANT'S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND
WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO MODULAR MERCHANT
THROUGH THE DATE MODULAR MERCHANT'S LIABILITY TO CLIENT ACCRUES. APPLICABLE LAW
MAY NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION
OF CERTAIN DAMAGES; THEREFORE, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
WARRANTIES GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY HAVE OTHER RIGHTS, WHICH
VARY FROM STATE-TO-STATE. -------------------------------------------------
ARTICLE 7 - INDEMNIFICATION -------------------------------------------------
7.1 CLIENT'S OBLIGATIONS. Client agrees to indemnify, defend and hold harmless
Modular Merchant, its managers, directors, officers, employees, independent
contractors and agents against any action brought against same that arise out of
or relate to Client's use of and/or access to the Software and Services provided
hereunder, including, but not limited to, those provided under Article 2. 7.2
MODULAR MERCHANT'S OBLIGATIONS. Modular Merchant agrees to indemnify, defend and
hold harmless Client, its directors, officers, employees and agents against any
third-party claims that use of the Software or Services by Client infringes or
misappropriates any Intellectual Property Rights of a third party. Modular
Merchant's obligation shall not extend to a claim based on any alleged
infringement arising from any (a) additions, changes, or modifications to the
Software or Services, or any component of same not made by Modular Merchant, (b)
incorporation of the Software or Services, or any component of same, into any
other product or process, or (c) use of the Software or Services other than as
permitted by this Agreement. If the Software or Services, or any part thereof,
become or, in Modular Merchant's opinion, are likely to become the subject of
any such suit or action for infringement, Modular Merchant may, at its option
and expense, procure for Client the right to continue using the Software or
Services, or any part thereof, or to replace or modify the Software or Services
(as applicable), so that the Software or Services become noninfringing. If in
Modular Merchant's sole judgment, such procurement, replacement, or modification
is not commercially feasible, Modular Merchant may cancel this Agreement without
further liability or obligation to Client. 7.3 PROCEDURE. The indemnifying
party's indemnification obligations under Sections 7.1 and 7.2 are conditioned
on the indemnified party's (a) giving prompt notice of the claim to the
indemnifying party, (b) granting sole control of the defense or settlement of
the claim or action to the indemnifying party, except that the indemnified
party's prior written approval will be required for any settlement that
reasonably can be expected to require a material affirmative obligation of, or
result in any ongoing material liability to, the indemnified party, and (c)
providing reasonable cooperation to the indemnifying party and, at the
indemnifying party's request and expense, assistance in the defense or
settlement of the claim. -------------------------------------------------
ARTICLE 8 - MISCELLANEOUS ------------------------------------------------- 8.1
NOTICES. Except as otherwise specifically outlined in this Agreement, any
written notice required or permitted to be delivered pursuant to this agreement
will be in writing and will be deemed delivered: (a) upon delivery if delivered
in person; (b) three (3) business days after deposit in the United States mail,
registered or certified mail, return receipt requested, postage prepaid; (c)
upon transmission if sent via facsimile (fax), with a confirmation copy sent via
overnight mail; (d) one (1) business day after deposit with a national overnight
courier; or (e) upon transmission if sent via email with a copy sent the same
day via first class mail. Unless another address is specified: All notices to
Modular Merchant shall be sent to the mailing address, email, or fax number
specified on the Modular Merchant website Contact page at
http://www.modularmerchant.com/contact.php. All notices to Client shall be sent
to the mailing address, email or fax number listed in Modular Merchant's
records. 8.2 ASSIGNMENT. Client will not assign or otherwise transfer this
agreement, in whole or in part, nor delegate or subcontract any of its rights or
obligations hereunder, without Modular Merchant's prior written consent, which
consent may be withheld, delayed or conditioned at Modular Merchant's
discretion. Modular Merchant will have the right to assign this agreement, in
whole or in part, to a third party at any time upon written notice to client.
8.3 FORCE MAJEURE. Neither party shall have any liability to the other for any
failure or delay in performing any obligation under this Agreement due to
circumstances beyond its reasonable control including, but not limited to, acts
of God or nature, actions of the government, fires, floods, strikes, civil
disturbances or terrorism, or power, communications, satellite or network
failures. 8.4 WAIVERS. All waivers of the terms of this Agreement must be in
writing and signed by the parties. The failure of either party to enforce, or
the delay by either party in enforcing, any of its rights under this agreement
will not be deemed to be a waiver of those rights or any other rights under this
agreement. 8.5 SEVERABILITY. If any of the provisions of this Agreement shall be
deemed invalid, void or unenforceable, that provision shall be deemed severable
and shall not affect the validity and enforceability of any remaining
provisions. 8.6 PUBLIC ANNOUNCEMENTS. Client grants Modular Merchant the right
to use Client's name in press releases, product brochures and financial reports
indicating that Client is a client of Modular Merchant. 8.7 HEADINGS. The
headings used herein are for reference and convenience only and shall not enter
into the interpretation hereof. 8.8 MODIFICATION. Modular Merchant reserves the
right, at its sole discretion, to modify the terms and conditions of this
Agreement from time to time. Client consents and agrees that its only
notification of any change in terms will be by a conspicuous posting of the
notice on Client's Account log in screen. 8.9 APPLICABLE LAW AND VENUE. This
Agreement will be governed by and construed in accordance with the laws of the
State of Oregon, without giving effect to any principles of conflicts of laws.
Any dispute arising between Modular Merchant and Client related to this
Agreement shall be adjudicated in any state or federal court in Lane County,
Oregon. Both parties hereby submit to the jurisdiction of such courts over each
of them in connection with such dispute, and waive any objection to venue in
such courts and any claim that such forum is an inconvenient forum. 8.10 ENTIRE
AGREEMENT. This Agreement contains the entire agreement of the parties with
respect to the subject matter of this Agreement and supersedes all previous
communications, representations, understandings and agreements, either oral or
written, between the parties with respect to said subject matter. Copyright
2001-2021 Modular Merchant. All Rights Reserved.
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Check this box to have this page remember your Account Name and Login.
Having Trouble Logging in to Your Account? If you're having trouble logging in
to your Modular Merchant shopping cart Administration area, check the following
things first:
* Have you entered the correct Modular Merchant Account name?
Your account name was created when you purchased your Modular Merchant
software. It is also included in your "Welcome..." email you received when
your account was created. Everyone who logs in to your account will use the
same Modular Merchant Account name.
* Are you using the correct Admin Account Login & Password combination?
You can create multiple Administrator accounts in your store, each with their
own unique login and password. Check to make sure that you are using the
Login and Password that matches the specific Administrator account you are
attempting to log in with.
* Check the spelling of your password.
Passwords are case-sensitive, which means that "PassWord" is not considered
to be the same as "password".
If you continue to have problems logging in, contact Modular Merchant Tech
Support for assistance.
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