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By registering to sell on Cartmazing.com and any related websites and applications owned or operated by or on behalf of the proprietors of Cartmazing Limited ( “the Website”), you as an individual, or the company on behalf of which you are registering, (referred to herein as “Seller”) agree to be bound by these Cartmazing Seller Terms and Conditions (collectively, with any Attachments or Exhibits, “the Agreement”), which are by and between Cartmazing Limited (together with its affiliates, “Cartmazing”) and Seller (each, a “Party” and collectively, the “Parties”). This Agreement is effective as of the date Seller registers as a Seller via the Website or otherwise accepts the Agreement (the “Effective Date”).
I) CARTMAZING’S RESPONSIBILITIES.
A. Websites Hosting and Maintenance.
Cartmazing will provide Seller with access to the Website as a platform for Seller to post Product Listings and facilitate the sale of Seller’s Product to Users. Cartmazing will be responsible for all operating functions of the Website. Cartmazing may, in its sole discretion, (i) ask Users to rate and/or provide comments regarding Product and/or Seller’s performance, using any metrics determined by Cartmazing in its sole discretion, and (ii) post any resulting ratings and/or comments on the Website for public display.
B. User Orders and Payment.
Cartmazing will process User Orders (as defined in Section II.C.1) and collect all amounts due from Users for Product ordered from Seller through the Website. Cartmazing will remit such amounts, less any amounts owed to Cartmazing by Seller, by electronic funds transfer to the bank account identified by Seller in the Portal Within fifteen (15) days after the order has shipped. The minimum single payment disbursement by Cartmazing to Seller is JMD$2000.00 and as such, sums less than this minimum threshold shall be held by Cartmazing on behalf of the Seller until funds held become equal to or greater than the aforementioned minimum disbursement threshold.
Seller hereby appoints Cartmazing as an agent of Seller for the sole and express purpose of receiving payments from Users for Seller’s Product sold on the Website. Seller acknowledges that, as between Seller and a User who purchases Product from Seller, Cartmazing’s receipt of funds from the User is deemed the receipt of funds by Seller.
II) SELLER’S RESPONSIBILITIES.
A. Enrollment; Account Activation.
Seller will provide the information requested on the Portal during Account activation, and agrees to update such information promptly. Seller will not use or incorporate any Cartmazing Mark, in whole or in part, in Seller’s account name or any other User-facing identification. Seller agrees to secure the password used to access its Account and not to disclose it to any third party (other than any authorized third-party service providers to Seller). Seller acknowledges and agrees to be strictly liable for all uses or actions occurring through the Seller’s Account.
B. Product Listings.
Seller will create Product Listings via the Portal for all Products it intends to sell on the Website. All Product Listings will comply with any specifications and policies posted in the Portal, and such Product Listings will not use or incorporate any Cartmazing Marks. Seller is responsible for promptly updating its Product Listing(s) to ensure the Product Listing and inventories are at all times accurate. Seller acknowledges that failure to abide by the terms of this Agreement may subject Seller to penalties and legal liability, and that Cartmazing may reject, remove or censor any Product Listing for any reason, in Cartmazing’ sole discretion.
1. Product Pricing.
Seller is responsible to establish prices for its Product. Seller will enter pricing via the Portal, unless another method is approved in writing by Cartmazing. If Seller uploads or otherwise provides incorrect pricing information to a Product Listing (a “Seller Pricing Error”), Cartmazing may, at Seller’s expense, take any commercially reasonable action necessary to avoid and/or repair harm to Cartmazing due to the Seller Pricing Error. Such action may include requiring Seller to honour all Product purchases occurring due to Seller Pricing Errors and compensating Users for any inconvenience caused by such errors. Seller will also reimburse Cartmazing for all costs Cartmazing incurs directly as a result of Seller Pricing Errors.
2. Prohibited Product.
Unless otherwise expressly permitted in writing by Cartmazing, Seller will not promote, offer for sale, or provide Cartmazing with Product Listings that (a) contain any Prohibited Product, (b) promote or engage in any deceptive trade practice (including spoofing, slamming, cramming, phishing, attempting to scam or defraud a User into surrendering private and/or personal information); or (c) promote or engage in any other illegal activity.
3. Permits and Licenses; Taxes.
Seller will, at its own expense, obtain all permits and licenses required to operate its business in accordance with Applicable Law, and will pay and discharge all applicable taxes and assessments which may be due for selling or offering of its Product for sale on or through the Website. It is Seller’s responsibility to determine when it has an obligation to collect and remit General Consumption Tax and any other applicable taxes (“Taxes”). Cartmazing will pay over the Taxes collected from the online purchaser directly to the Seller and Seller will be solely responsible for remitting the tax to the applicable taxing authority. Seller acknowledges and agrees that Cartmazing does not provide tax advice, and that Seller is solely responsible for determining the applicability and accuracy of any tax data. Seller agrees to defend, indemnify and hold Cartmazing harmless from Liabilities arising from any tax or other obligation of the Seller.
Seller is ultimately responsible for all aspects of shipping, including providing adequate packaging, tagging, labelling and packing of the Product in compliance with the Seller Specifications and Applicable Law. Seller authorizes Cartmazing to ship products on its behalf using a shipping service provider of Cartmazing’s choice.
When Seller receives notice of an order from a User (a “User Order”) at the e-mail address specified by Seller in the Portal, Seller will process and fulfil the User Order in compliance with the Seller Shipping and Delivery Policy. Seller will not substitute any item(s) for the Requested Product. Title to and risk of loss of and/or damage to the Requested Product will remain with Seller until delivery to the User. Cartmazing will not have title to, or deemed the legal owner of, any Product at any time under the terms of this Agreement. Seller may not include any marketing, promotional materials, or any other solicitations with the Requested Product shipped to Users. In the absence of demonstrably gross negligence on the part of Cartmazing, Seller is fully liable for any loss or damage caused to any party as a result of an incorrect shipment.
2. Overdue Orders.
Cartmazing may cancel any User Order that fails for any reason to ship within the applicable shipping period indicated in the Seller Specifications, and Cartmazing will have no duty to compensate Seller for any such cancelled orders. It is Seller’s responsibility to monitor all orders and ensure all shipments are made within the timeframes indicated in the Seller Specifications.
3. Delivery Errors, Non-conformities.
Seller is responsible for any non-delivery, delivery error, mistake, theft or act in connection with the fulfilment and delivery of its Product.
D. User Service Issues.
Seller will resolve all User service issues arising from, or in connection with Seller’s promotion, sale, order fulfilment and/or delivery of Product. Cartmazing will direct Users who contact it with service issues related to Product sold pursuant to this Agreement to contact Seller via the Seller Support Desk in the portal or via contact information Seller has provided in the Portal. If Seller fails to respond to User service issues, or requests from Cartmazing related to same, Cartmazing may take any actions necessary to ensure compliance, up to and including suspending Seller’s access to their Account. In the event that Cartmazing believes in its sole discretion that a transaction represents fraudulent activity, Cartmazing may, but is not obligated to, prohibit the transaction. Cartmazing will not be liable to Seller for any such action results in or prevents a User from completing an order or causes a User to cancel an order.
If Cartmazing notifies Seller of a User chargeback or chargebacks received due to non-delivery, or other dispute related to Seller’s transactions, Seller must present Cartmazing with all information requested in the chargeback notification within five (5) business days of receiving notice. If Seller fails to comply with Cartmazing’ request, Seller will reimburse Cartmazing for the User chargeback(s) in accordance with the settlement and payment terms herein. Notwithstanding the other provisions of this paragraph, Seller will not be responsible for chargebacks due to (a) theft and/or unauthorized use of a third party’s credit card information for which Cartmazing is responsible (except to the extent such theft and/or unauthorized use is attributable to Seller), and (b) non-delivery due to Cartmazing’s failure to send the order information to Seller.
F. Seller Marketing; Restrictions; Prohibition on use of User Information.
Seller (or any of its affiliates or related parties) may not directly or indirectly disclose or use any User information or other transaction information, except as necessary to fulfil its fulfilment and customer service obligations under this Agreement. Seller may not use any User information for any of its own marketing or promotional activities. To the extent Seller obtains User information outside of its relationship with Cartmazing or the Website, the terms of this section will not prevent Sellers from using such User information, provided that Seller may not explicitly target Users on the basis of their purchases or presence on the Website.
G. Refunds; Returned Product.
Seller will submit a return policy (the “Seller Return Policy”) using the form provided on the Portal. The Seller Return Policy must (i) apply to all Product, (ii) outline the process for Users to return the Product directly to Seller, and (iii) be at least as accommodating to User returns as the Cartmazing Return Policy. Seller agrees to honour all User returns in accordance with the Seller Return Policy published at the time of the User’s purchase of Product.
H. Recalled Product; Defective Product.
Seller will immediately notify Cartmazing of any recalls affecting the Product it has listed on Cartmazing Marketplace. Notwithstanding the foregoing Seller is responsible for all defective or recalled Product, including any costs associated with recalls of its Product, all liability related to its Product (regardless of whether such Product is defective), and will bear all costs associated in notifying Users and handling such recalls of its Product.
III) FEES AND COMMISSIONS.
A. Fees & Commissions.
Seller will pay fees and/or commissions to Cartmazing according to the Commission Rate Schedule available in the Portal, which is subject to change. Any revised Commission rates are effective as of the date posted. Seller agrees that failure to pay fees due hereunder may result in a breach of this Agreement, removal of Product Listings and/or suspension of access to the Portal.
B. Right of Recoupment and Set-off.
Cartmazing and Seller acknowledge and agree that Cartmazing has the right to recoup or set-off any payments owed to Seller by the amount of any fees, commission payments, Seller obligations owed according to the defence and indemnity terms herein, and any other monetary obligations owing by Seller to Cartmazing. Any remaining outstanding funds due to Cartmazing after recoupment or set-off will be paid by Seller promptly upon demand by Cartmazing. Cartmazing may obtain reimbursement of any amounts owed by Seller to Cartmazing by deducting from future payments owed to Seller, reversing any credits to Seller’s account, charging Seller’s credit card, or seeking such reimbursement from Seller by any other lawful means. Seller hereby authorizes Cartmazing to use any or all of the foregoing methods to seek reimbursement, including the debiting of Seller credit card or bank account.
IV) INTELLECTUAL PROPERTY.
A. Grant of License by Cartmazing.
Cartmazing hereby grants to Seller a non-exclusive, revocable, non-transferable license to promote and sell Product on or through the Website to Users, subject to the terms of this Agreement.
B. Grant of License by Seller.
Seller hereby grants to Cartmazing a royalty-free, non-exclusive, irrevocable, perpetual, worldwide, royalty-free, right to use and to reproduce, modify, display, distribute, perform, reformat, create derivative works of or otherwise commercially or non-commercially exploit in any manner the Seller Content and Product Listings with the right to sublicense such rights through multiple tiers; provided however that Cartmazing will not alter any Seller Marks from the forms provided by Seller except to the extent necessary for presentation, so long as the relative proportions of the marks remain the same; provided further than nothing in this Agreement will restrict Cartmazing’ right to use the Seller Content to the extent such use is allowable without a license from Seller under Applicable Law.
C. Intellectual Property Rights.
All right, title and interest in and to the Website, and all data collected or stored in connection with the Website and any other Cartmazing websites, any of their affiliates’ websites, and any other service or website associated with the foregoing, including mobile apps or microsites, and all IP Rights associated with any of the foregoing, will at all times remain the exclusive property of Cartmazing, and except as expressly provided herein, nothing will be construed as conferring on Seller any license to Cartmazing’ IP Rights, whether by estoppel, implication or otherwise. If Seller is deemed to have any ownership interest or rights in any of the foregoing, or any part thereof, then Seller will assign, and Seller does hereby assign, all of such ownership interest and rights to Cartmazing, including all Seller IP Rights therein. All rights not expressly granted herein are reserved to Cartmazing.
D. Ownership of Content.
Cartmazing and Seller each agree and acknowledge that, as between Cartmazing and Seller, Seller owns all Seller Content and Seller Marks, subject to the License granted herein.
V) TERM AND TERMINATION.
The term of this Agreement will commence on the Effective Date, and will continue in effect until such time as revised by Cartmazing, or terminated by either Party in accordance with the notice and termination requirements set forth below (the “Term”).
Seller may terminate this Agreement at any time upon five (5) business days’ notice to Cartmazing, in which case Seller will process and fulfil all open orders until the termination is effective. Cartmazing may terminate this Agreement (i) at any time upon notice to Seller; or (ii) if Cartmazing determines in its discretion that Seller has breached any term of this Agreement, immediately, including the right to cancel all open User orders for the Product, and to remove all of Seller’s Product Listings from the Website.
Any termination of this Agreement will be without prejudice to the rights of either Party against the other in respect of any antecedent claim or breach of any of the provisions of this Agreement. Any obligations of the Parties relating to limitations on liability, confidentiality and indemnification, as well as any other obligations under this Agreement that by their nature are intended to survive, including any payment or User services obligation in connection with the sale of Product hereunder, will survive termination of this Agreement.
VI) REPRESENTATIONS AND WARRANTIES.
Each Party represents and warrants that: it has the authority to enter into the Agreement and to perform the acts required of it; and the execution of this Agreement by each Party, and the performance by such Party of its obligations and duties, does not and will not violate any other agreement to which such Party is otherwise bound.
Seller further represents and warrants that:
1. The Seller Listings and all information and Seller Content provided to Cartmazing is accurate, complete, current, and is not misleading or deceptive in any manner;
2. The publication, reproduction, display, modification, distribution or transmission of Seller Content or a Product Listing does and will not (a) infringe, misuse, dilute, misappropriate, or otherwise violate any intellectual property rights of third parties, including copyright, patent, trademark, trade secret, domain name, right of publicity, or confidentiality or other proprietary rights (b) contain defamatory or discriminatory content, (c) constitute an invasion of a party’s rights of privacy or publicity; and/or (d) reflect unfavourably on Cartmazing, the Website and/or other Sellers on the Website;
3. Seller will at all times fully comply with Applicable Law, including applicable privacy laws;
4. Seller will include in Product Listings all disclosures associated with the Product as required by Applicable Law;
5. All Product sold pursuant to this Agreement is not subject to any health, safety or product quality recall;
6. Seller will perform all of its obligations hereunder in a professional and commercially reasonable manner, in accordance with generally accepted industry standards;
7. Seller will maintain at a minimum such product liability insurance coverage limits, general liability, vehicle, and worker’s compensation coverage limits as required by Applicable Law to operate its business;
8. All information or data uploaded or transmitted by or on behalf of Seller to the Portal, Websites, or any other Cartmazing platform, application, or system, or to a User is free from any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the Portal, Websites, any other Cartmazing website, application, or system. Seller will not use the Website to violate the security of, or gain unauthorized access to, any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes to use any robot, spider, site search/retrieval application, or other devices to retrieve or index any portion of the Website, collect any information about other Users (including usernames and/or email addresses); or to reformat or frame any portion of the Website), or use the Website and/or any other Seller Content, intentionally or unintentionally, to violate any Applicable Law.
VII) DISCLAIMER OF WARRANTIES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, Cartmazing MAKES NO WARRANTIES AND HEREBY DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED WITH REGARD TO THE WEBSITE, ANY SERVICES, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH ANY LINKS THEREON, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. THE WEBSITE IS PROVIDED BY CARTMAZING ON AN “AS IS” AND “AS AVAILABLE” BASIS AND SELLER’S USE OF THE WEBSITE IS SOLELY AT SELLER’S OWN RISK. CARTMAZING DOES NOT WARRANT THAT SELLER’S USE OF THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, NOR DOES CARTMAZING MAKE ANY WARRANTY OR GUARANTEE WITH REGARD TO RESULTS THAT MAY BE OBTAINED BY USE OF THE WEBSITE, OR THE SALE OF ANY PRODUCTS BY SELLER TO USERS THEREON, OR ANY SERVICES PROVIDED BY CARTMAZING TO SELLER IN CONNECTION THEREWITH, INCLUDING ANY WARRANTY WITH RESPECT TO ANY Product LISTING OR ANY RESULTS SELLER MAY OBTAIN UNDER THIS AGREEMENT. THE FUNCTIONALITY PROVIDED BY THE WEBSITE OR CARTMAZING, OR ITS DESIGNERS’ SERVERS IS NOT AN ARCHIVE; SELLER IS SOLELY RESPONSIBLE FOR MAINTAINING INDEPENDENT ARCHIVAL AND BACKUP COPIES OF ALL INFORMATION, INCLUDING SELLER CONTENT PROVIDED TO CARTMAZING.
VIII) LIMITATION OF LIABILITY
IN NO EVENT WILL CARTMAZING BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING LOST PROFITS OR REVENUES, OR HARM TO BUSINESS), EVEN IF IT HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL CARTMAZING’ LIABILITY UNDER THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHER LEGAL THEORY) BE GREATER THAN THE LESSER OF (I) JMD$50,000 OR (II) THE TOTAL FEES PAID BY SELLER TO CARTMAZING IN THE THIRTY (30) DAYS PRIOR TO THE DATE ON WHICH ANY SUCH CLAIM AROSE.
IX) DEFENCE AND INDEMNIFICATION.
Seller will defend, and indemnify and hold harmless the Cartmazing Parties from and against all third-party Liabilities, whether actual or alleged (even though such allegations may be false, fraudulent or groundless), arising out of or relating to any of the following (collectively, the “Claims”): (i) infringement, misuse, dilution, misappropriation, or other violation of any intellectual property rights of third parties, including copyright, patent, trademark, trade secret, domain name, right of publicity, or confidentiality or other proprietary rights; (ii) death of or injury to any person, damage to any property, or any other damage or loss, by whomsoever suffered, resulting or claimed to result in whole or in part from any latent or patent defect in Product, including improper manufacture, construction, assembly, installation, repair, display, packaging, service or design of Product, failure of Product to comply with any specification or samples or with any express or implied warranties of Seller, or any claim of strict liability in tort relating to Product; (iii) any violation by Seller (or its affiliates, or their respective Personnel of each of them) in the manufacture, construction, assembly, installation, repair, display, packaging, possession, service, design, use, delivery or sale of Product (“Production or Sale”) of any Applicable Law of Jamaica, or any other country in which the Production or Sale of Product took place; (iv) the publication of Seller Content and product information Seller supplies to Cartmazing to display in Product Listings; (v) the packaging, tagging, labeling, packing, shipping, delivery and invoicing of Product; (vi) failure to warn or to provide adequate warnings or instructions in the use, assembly, service or installation of Product; (vii) the packaging, labeling or advertising claims made by Seller; (viii) the display, assembly or installation of Product, (ix) the assertion by a third party of a security interest, right of replevin, or other legal interest created by a factoring or other credit arrangement in any amount due Seller under a vendor agreement; (x) a breach of any of the Seller’s representations and warranties contained herein; or (x) Taxes or the collection, payment or failure to collect or pay Taxes. Notwithstanding the provisions of this Paragraph, Seller will not be liable for damage to third parties to the extent such damage was solely and proximately caused by the negligence or willful misconduct of any Indemnified Party.
In performing its obligations under Section IX.A, Seller will retain counsel satisfactory to Cartmazing and will, from time to time, provide reports, consult with Cartmazing’s Personnel in conducting the defense of the Claims and otherwise cooperate fully with the reasonable requests of Cartmazing; provided that only with respect to claims arising under Section IX.A.(i) above, Cartmazing may, at its election and at any time, take control of the defense and investigation of said Claims and employ attorneys and other consultants, investigators and experts of its own choice to manage and defend any such Claims at the cost and expense of Seller. In any case in which Seller’s indemnity obligation set forth in Section IX.A is not enforceable under Applicable Law and in which any Indemnified Party and Seller are found to be liable to a third party with respect to Product, then Cartmazing and Seller will each contribute to the payment of any judgment awarded in favour of such third party in proportion to the comparative degree of culpability of the Indemnified Parties and Seller.
C. Independent Obligation.
The obligations of Seller to defend, indemnify, and hold harmless the Indemnified Parties under this Agreement are independent of each other and any other obligation of the Parties herein.
Seller may settle, without Cartmazing’s consent, Claims if the only obligation under such settlement is the payment of monies by Seller and such settlement provides for a full release of Seller and the Indemnified Parties. All other settlements, including any that would create obligations of (or restrictions upon) the Indemnified Parties or restrictions upon the sale (or disposition) of the Product, will require Cartmazing’ prior written consent.
A. Definition and Obligations.
“Confidential Information” means any and all technical or business data or information furnished, in whatever form or medium, by Cartmazing regardless of whether marked or identified as “Confidential”, including Confidential Personal Information (as defined below), the terms of this Agreement, and the operations and technology to be utilized in connection with the Portal and Websites. Seller agrees to: (i) treat as confidential, and preserve the confidentiality of all Confidential Information and not disclose it to any third party; (ii) use the Confidential Information solely for the purposes of this Agreement; and (iii) not copy such Confidential Information unless authorized by Cartmazing.
B. Treatment of Confidential Information.
The obligations with respect to Confidential Information will not apply to any information that: (i) is already in Seller’s possession, as shown by documentation and without obligation of confidentiality; (ii) without action or fault on Seller’s part, is or becomes publicly available; or (iii) Seller has obtained from a third person without breach by such third person of an obligation of confidence. Seller must promptly return or destroy all Confidential Information at Cartmazing’ request.
C. Confidential Personal Information.
In addition to the obligations related to Confidential Information, additional obligations apply to Confidential Personal Information. All information related to Users, including names, addresses, telephone numbers, account numbers, and demographic, financial and transaction information is “Confidential Personal Information.” Seller will not duplicate or incorporate the Confidential Personal Information into its own records or databases. Seller will restrict disclosure of Confidential Personal Information to its employees who have a need to know such information to perform under this Agreement. Seller is liable for any unauthorized disclosure or use of Confidential Personal Information by any of its employees. Except as necessary to fulfil its Customer Service obligations herein, Seller will not disclose the Confidential Personal Information to any third party, including any affiliate or subsidiary of Seller, permitted subcontractor, or other representatives without the prior written consent of Cartmazing. Unless otherwise prohibited by law, Seller will: (i) immediately notify Cartmazing of any legal process served on Seller for the purpose of obtaining Confidential Personal Information; and (ii) permit Cartmazing adequate time to exercise its legal options to prohibit or limit such disclosure. Seller will notify Cartmazing promptly upon the discovery of the loss, unauthorized disclosure or unauthorized use of the Confidential Personal Information and agrees to indemnify and hold Cartmazing harmless for such loss, unauthorized disclosure or unauthorized use of Confidential Personal Information, including attorneys’ fees.
D. No Publicity.
Without limiting the foregoing, Seller will not disclose the existence or terms of this Agreement or any other information regarding Seller’s sale of Product on the Website, in any advertising, promotional or sales activity, publicity release, or other public communication without Cartmazing’ prior written consent and approval in each instance. Cartmazing has the right to review and approve any press release, marketing materials or related content that mentions Cartmazing.
A. Use of Subcontractors.
Seller may use subcontractors in its performance under this Agreement, provided that (i) Seller’s subcontractors will be required to adhere to the terms of the Agreement and (ii) Seller will be fully responsible for the acts and omissions of its subcontractors. Cartmazing may require Seller to cease use of any subcontractor for any reason, and may immediately suspend Seller’s account, or terminate this Agreement in the event Seller refuses to comply with any such request from Cartmazing.
B. Force Majeure.
Neither Party will be liable to the other for any failure to perform its obligations under this Agreement to the extent such failure is due to war, riots, embargoes, strikes or other concerted acts of workers, casualties, accidents or other causes to the extent that such failure and the consequences thereof are reasonably beyond the control and without the fault or negligence of the Party claiming excuse.
C. Invalidity; Waiver.
No finding that any part of this Agreement is invalid will affect the remaining portions of this Agreement. Seller may not assign or transfer any of its rights or obligations under this Agreement without written consent from Cartmazing. Any such attempted assignment or transfer will be void, and Cartmazing may immediately terminate this Agreement, and Seller’s access to the Portal without liability. The waiver by any Party of a breach of any provision of this Agreement by the other Party, will not be construed as a waiver of any subsequent breach of the same or any other provision of this Agreement, nor will any delay or omission by either Party to exercise or enforce any right or remedy hereunder operate as a waiver of any right or remedy.
1. Unless otherwise noted in the Agreement, Cartmazing will provide notices to Seller at the address, email address, or fax number provided by Seller to Cartmazing at the time of enrollment.
2. Seller must send all notices to Cartmazing through the Portal.
E. Governing Law.
This Agreement will be construed and enforced in accordance with the laws of Jamaica. Seller and Cartmazing agree that the Jamaican Courts are the proper and exclusive venue for any dispute concerning this Agreement, and hereby consent to such court’s personal and subject matter jurisdiction thereof.
G. Relationship of Parties.
The Parties to this Agreement are independent contractors, and no other relationship will be implied from this Agreement. Nothing contained in or done pursuant to this Agreement will be construed as creating a partnership, agency, or joint venture, and neither Party will become bound by any representation, statement, or act of the other Party. Seller is responsible for all expenses necessary to fulfil its obligations under this Agreement.
XII) NCB Disclaimer
Cartmazing is independent of NCB is not an agent or affiliate of, or authorized, controlled, endorsed or sponsored by, NCB. NCB makes no representations or warranties in respect of the use of our services and hereby disclaims any and all liability thereof.