TERMS AND CONDITIONS FOR VENDORS
(the “Vendors’ Agreement”)

Welcome to FRIENDCLUB.COM and FRIENDCLUB.COM sites (collectively, the “Site“) and our selling services (the “Services“). Any person or entity who wants to access the Site and use the Services to sell products and services and/or perform all other related Vendors’ services on the Site must accept the terms and conditions hereincontained (the “Vendor Terms“) without change. BY REGISTERING FOR AND/OR USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS HEREIN, AND ALL OTHER TERMS, POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE.

FRIENDCLUB.COM Pte. Ltd. (“FRIENDCLUB.COM,” “we,” “us,” and “our”) reserves the right to change any of the Vendor Terms or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. The version date of changes to the Vendor Terms will be posted below this document. You are responsible for reviewing any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING FRIENDCLUB.COM‘S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THE VENDOR TERMS, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.

1. 1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, email address, valid credit card information and/or PayPal account. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Vendors’ Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to FRIENDCLUB.COM or its affiliates is at all times accurate and complete.

 

1. 1. Fees, Transaction and Payment.
      1. In consideration of FRIENDCLUB.COM‘s agreement to process the application and to provide the Services, you agree to pay FRIENDCLUB.COM (and/or its relevant affiliate) the requisite service fees. All service fees shall be payable in advance to FRIENDCLUB.COM or its affiliate or authorized agent by wire transfer, credit card, third-party payment system (including but not limited to PayPal and Stripe) or such other method acceptable to FRIENDCLUB.COM, in SGD, US Dollars or its equivalent in such other currency as permitted by FRIENDCLUB.COM. Except as otherwise provided, all payments made are non-refundable.
      2. All services fees are exclusive of any taxes, duties or other governmental levies or any financial charges. You agree to pay and be responsible for any such taxes, duties, levies or charges on the sale and use of the Services in addition to our service fees. In the event FRIENDCLUB.COM is required by any applicable law to collect any taxes or duties, you agree to pay such taxes or duties to FRIENDCLUB.COM.
      3. FRIENDCLUB.COM reserves the right to modify its pricing structure, discounts and payment conditions from time to time at its sole discretion.
         
      4. As a Vendor, if payments for the sale of your products and/or services have been made through the Site, a transaction fee at the relevant rate (eg. 10% of the transaction value) as stipulated in relevant Site (“Transaction Fee“) is payable to FRIENDCLUB.COM as a commission, which is exclusive of all other fees and charges charged by the relevant payment gateway used by FRIENDCLUB.COM (eg. PayPal, Stripe). For avoidance of doubt, the Vendor shall bear all charges, fees and taxes charged by the relevant payment gateway.

 

1. 1. Applicable Policies and Guidelines.
      1. You agree to abide by the procedures, policies and guidelines contained in the relevant support section(s) (including but not limited to FAQ, Help, Tutorial and similar) for conducting fixed price sales, which are incorporated by reference into, and made part of, the Vendor Terms. Support section(s) include our Support Site at https://friendclub.com/support.
      2. The procedures, policies and guidelines contained in the support section(s) explain the processes and set out acceptable conduct and prohibited practices. We may change these procedures, policies and guidelines from time to time, and such changes will be effective immediately upon posting without notice to you.
      3. You should refer regularly to the support section(s) to understand the current procedures and guidelines for participating and to be sure that the items you offer for sale can be sold on the Site. For each item you list on the Site, you will provide to us the state or country from which the item ships. You will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking (to the extent available) and order status, and we may make any of this information publicly available.
      4. You will not send customers emails concerning shipping confirmation of products you sell (except that to the extent we have not yet enabled functionality for your account that allows payment to be processed on the basis of when shipment occurs, then you will send customers emails confirming shipment of products you sell in a format and manner reasonably acceptable to us).
      5. Promptly after shipment of a customer’s order (or any portion of the customer’s order), you will accurately inform us that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform us which portion of the order has been shipped), using our standard functionality for communicating such information when we make that functionality available to you (“Confirmation of Shipment“).
      6. If you fail to provide Confirmation of Shipment within the time frame specified by us (e.g., 14 days after the date an order was placed), we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us.

 

1. 1. FRIENDCLUB.COM‘s Role.
      
      1. FRIENDCLUB.COM provides a platform for third-party sellers (“Vendors” or “Sellers”, used interchangeably) and buyers (“Buyers”) to negotiate and complete transactions. FRIENDCLUB.COM is not involved in the actual transaction between Sellers and Buyers, except as set out in Section 5.
      2. As a Vendor, you may list any item on the Site unless it is a prohibited item as defined in the procedures and guidelines contained in the support section(s), or otherwise prohibited by law.
      3. Without limitation, you may not list any item or link or post any related material that:
         1. 1. infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy);
            2. constitutes libel or slander or is otherwise defamatory;
         1. is counterfeited, illegal, stolen, or fraudulent. It is up to the Vendor to accurately describe the item for sale. As a Vendor, you use the Site and the Services at your own risk.

 

1. 1. The Payment Service. By registering for or using the Services, you authorize PayPal Inc’s payments (and/or such other modes of payments from other payment solutions that we may at our sole discretion implement from time to time) (“FRIENDCLUB.COM Payment System”) for purposes of processing payments, refunds and adjustments for Your Transactions (as defined below), and paying FRIENDCLUB.COM and its affiliates amounts you owe in accordance with these Vendor Terms or other agreements you may have with FRIENDCLUB.COM or its affiliates (collectively, the “Payment Service“). “Sales Proceeds” means the gross proceeds from any of Your Transactions, including all shipping and handling, gift wrap and other charges, but excluding any taxes separately stated and charged. “Your Transaction” means any sale of your items through the Site. As used in this Section 5, “we,” “us” and “our” mean FRIENDCLUB.COM Payment System. Notwithstanding anything to the contrary in this Vendors’ Agreement, FRIENDCLUB.COM in its discretion perform the Payment Services described in this Section 5.
      1. 1. Where applicable, the Payment Service facilitates the purchase of Vendor items listed on the Site. Sales Proceeds are credited to a registered Vendor’s Payment Account, and funds are periodically transferred to the Seller’s designated bank account (“Seller’s Account”). When a Buyer instructs us to pay you, you agree that the Buyer authorizes and orders us to commit the Buyer’s payment to you (less any applicable fees or other amounts we may collect under this Vendors’ Agreement). You agree that Buyers satisfy their obligations to you for Your Transactions when we receive the Sales Proceeds. Our obligation to remit funds received by us on your behalf is limited to funds that we have actually received less amounts owed to FRIENDCLUB.COM, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Vendors’ Agreement. The Payment Service helps facilitate Your Transactions and neither we nor our affiliates are the purchaser of the Vendor’s goods. The Vendor shall resolve any dispute directly with Buyer. You must provide us true and accurate information when registering and must maintain and update that information as applicable. We may at any time require you to provide any financial, business or personal information we request to verify your identity. The Vendor shall not impersonate any person or use a name he or she is not legally authorized to use.
         2. Sales Proceeds can be credited only to you in accordance with the FRIENDCLUB.COM Payment System as supported by the standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice), or used to purchase FRIENDCLUB.COM gift certificates (to the extent permitted by FRIENDCLUB.COM).
         3. You may provide refunds or adjustments to Buyers for Your Transactions through the Payment Service using functionality enabled for your account (where available). This functionality may be modified or discontinued by us at any time without notice and is subject to the Vendor Terms.
         4. As a security measure, we or our affiliates may, but are not required to, impose transaction limits on some or all Buyers and Vendors relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to the Vendor: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Payment Service is unavailable following the commencement of a transaction.
         5. If we or our affiliates reasonably conclude based on information available to us or our affiliates that the Vendor’s actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Vendors’ Agreement until the completion of any investigation(s) regarding any Vendor actions and/or performance in connection with this Vendors’ Agreement. We will not be liable to the Vendor if we act in accordance with the provisions of these provisions.
         6. All notices will be sent by email or will be posted on the Site or by any other means then specified by us or FRIENDCLUB.COM. We will send notices to the Vendor at the email address maintained in our or FRIENDCLUB.COM‘s records for the Vendor. The Vendor shall monitor his or her email messages frequently to ensure awareness of any notices sent by us or FRIENDCLUB.COM. The Vendor will send notices to us using the functionality for contacting FRIENDCLUB.COM provided in our support section.
         7. We may refuse service to anyone for any reason. We are not liable whatsoever for credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party’s credit card information) occurring in connection with Your Transactions, and the Vendor shall, without limitation, bear all risk of fraud or loss. FRIENDCLUB.COM reserves the right to seek reimbursement from the Vendor if FRIENDCLUB.COM, in its sole discretion, decide to reimburse Buyer under the applicable terms of the FRIENDCLUB.COM, provide a refund to Buyer if the Vendor cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer’s credit card issuer for the amount of Buyer’s purchase from the Vendor. We may obtain reimbursement of any amounts owed by the Vendor to FRIENDCLUB.COM or us by deducting from future payments owed to the Vendor, reversing any credits to the Vendor’s Account, charging against gift certificates that were purchased with Sales Proceeds, charging the Vendor’s credit card, or seeking such reimbursement from the Vendor by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
         8. We reserve the right, upon termination of this Vendors’ Agreement or the Vendor’s use of the Services, to set off against any payments to be made to the Vendor, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Your Transactions from the Vendor’s Account.
         9. Sales Proceeds will be paid by FRIENDCLUB.COM Payment System, in particular, third party such as PayPal Inc and no claims will be made against FRIENDCLUB.COM for non-payment whatsoever.

       

   2. FRIENDCLUB.COM Reservation of Rights. FRIENDCLUB.COM retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require the Vendor not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Vendors’ Agreement) that has been charged for an order that we stop or cancel.

 

1. 1. Your Transactions
      1. 1. For sales where a Vendor lists goods at a fixed price (“fixed price sales”), the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller’s terms. By listing an item in a fixed price sale, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
         2. For fixed price sales, Seller will determine the purchase price for each item he or she lists on the Site via and subject to FRIENDCLUB.COM‘s standard functionality for listing the purchase price, provided that the Vendor must abide by the same procedures and guidelines contained in the support section with respect to pricing.

       

   2. Your Obligation. By entering into this Vendors’ Agreement and posting a listing for fixed price sale, you agree to complete the transaction as described by this Vendors’ Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.

 

1. 1. Seller Taxes. You agree that it is the Seller’s responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that FRIENDCLUB.COM is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction. “Seller Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.

 

1. 1. Returns and Refunds. For all of your products that are not fulfilled, you will accept and process returns, refunds and adjustments in accordance with this Vendors’ Agreement and the FRIENDCLUB.COM return policies published on the Site at the time of the applicable order, and we may inform customers that these policies apply to your products. You will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Buyers in connection with Your Transactions, using functionality we enable for your account, and will route all such payments through FRIENDCLUB.COM Payment System. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable FRIENDCLUB.COM return or the applicable Seller’s policies and as required by law, and in no case later than thirty (30) days after the obligation arises.

 

1. 1. Password Security. Your password may be used only to access the Site, use the Services, electronically sign Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password.

 

1. 1. Illegal Activity
      1. 1. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant’s password(s). Such fraudulent conduct is a violation of the relevant laws. Fraudulent conduct may be reported to law enforcement, and FRIENDCLUB.COM will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
         2. Investigation. FRIENDCLUB.COM has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. FRIENDCLUB.COM also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. FRIENDCLUB.COM reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
         3. Disclosure of Information. FRIENDCLUB.COM also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect FRIENDCLUB.COM or FRIENDCLUB.COM Payment System and customers, or to ensure the integrity and operation of FRIENDCLUB.COM’s business and systems, FRIENDCLUB.COM may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

       

   2. Privacy; Use of FRIENDCLUB.COM Transaction Information. Please take note of FRIENDCLUB.COM’s Privacy Policy may be amended from time to time. You should check the Privacy Policy frequently for changes. FRIENDCLUB.COM and its affiliates may communicate with you in connection with your listings, sales, and the Services, electronically and in other media, and you consent to such communications regardless of any preferences you may have indicated on the Site or by any other means. When you use the Services, some personally identifiable information about you, including your feedback and the email address associated with your account, may be displayed on the Site and may be viewed by potential buyers.

 

1. 1. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. NEITHER FRIENDCLUB.COM NOR FRIENDCLUB.COM PAYMENTS MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
      1. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
      2. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
      3. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY THE VENDORS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT THE VENDORS OR BUYERS WILL PERFORM AS PROMISED;
      4. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
      5. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF FRIENDCLUB.COM OR FRIENDCLUB.COM PAYMENTS TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, FRIENDCLUB.COM DISCLAIMS ANY AND ALL SUCH WARRANTIES.

 

1. 1. General Release. BECAUSE FRIENDCLUB.COM IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE FRIENDCLUB.COM AND FRIENDCLUB.COM PAYMENTS (AND THEIR RESPECTIVE AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

 

1. 1. Indemnity/Limitation of Liability.
      1. 1. Indemnity and Defence. You will defend, indemnify and hold harmless FRIENDCLUB.COM, and each of its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, demands, costs, losses, damages, judgments, penalties, interest and expenses (including but not limited to legal fees and expense on a full indemnity basis) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Vendors’ Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or the Vendor Taxes or the collection, payment or failure to collect or pay the Vendor Taxes. For purposes hereof: “Claim” means any demand, claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
         2. Limitation of Liability. NEITHER FRIENDCLUB.COM WILL BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE VENDORS’ AGREEMENT, THE SITE, THE SERVICES, THE TRANSACTION PROCESSING SERVICE, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

       

   2. Applicable Law and Jurisdiction. The laws of Singapore govern the Vendor Terms, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Vendors’ Agreement or your use of the Services or Payment Service will be resolved by the exclusive jurisdiction of the courts in Singapore, but reserving the right for FRIENDCLUB.COM to commerce any legal proceedings in any other jurisdiction against the Vendor at its discretion.

 

1. 1. Disputes. As FRIENDCLUB.COM is not the agent of the Vendor and is not the agent of Buyer for any purpose, FRIENDCLUB.COM will not act as either party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. FRIENDCLUB.COM urges the Vendors and Buyers to cooperate with each other to resolve such disputes.

 

1. 1. Your Grant. By entering into this Vendors’ Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to FRIENDCLUB.COM and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Vendors’ Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to FRIENDCLUB.COM and its affiliates, and that the use of such materials by FRIENDCLUB.COM and its affiliates will not infringe upon or violate the rights of any third party.

 

1. 1. Termination. FRIENDCLUB.COM, in its sole discretion, may terminate this Vendors’ Agreement, access to the Site or the Services, or any current fixed price sales immediately without notice for any reason. FRIENDCLUB.COM, in its sole discretion, also may prohibit any Vendor from using any of its Services.

 

1. 1. Force Majeure. Under no circumstances shall FRIENDCLUB.COM be held liable for any delay or failure or disruption of the Services resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, acts of God, internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, terrorism, war, hacking, governmental actions, orders of domestic or foreign courts or tribunals.

 

1. General Provisions
   1. Entire Agreement. This Vendors’ Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the other terms and conditions contained in the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
   2. No Agency; Third-Party Beneficiary. You and FRIENDCLUB.COM are independent contractors and nothing in this Vendors’ Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this Vendors’ Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Vendors’ Agreement. This Vendors’ Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of FRIENDCLUB.COM, you, and relying Buyers or the Vendors.
   3. Severability. If any provision of this Vendors’ Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
   4. No Waiver. Neither FRIENDCLUB.COM will be considered to have waived any of its rights or remedies described in this Vendors’ Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by FRIENDCLUB.COM or FRIENDCLUB.COM Payments in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. FRIENDCLUB.COM‘s or FRIENDCLUB.COM Payments’ failure to enforce the strict performance of any provision of this Vendors’ Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Vendors’ Agreement.
   5. Heading. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

Current Version Date: 12 January 2021

Previous Version Dates: 20 July 2017; 28 May 2017; 27 Apr 2017; 29 Nov 2016, 28 Sep 2016, 13 May 2016, 15 May 2016, 16 May 2016, 27 May 2016