SUPPLIERS
Welcome Suppliers!
Bravisa Inc (BRAVISA) has established a commerce platform that creates a catalog ("Catalog") of products ("Products") from Suppliers ("Suppliers") and enables a network of Sellers ("Sellers") to represent, promote, and retail the Products to customers ("Customers") in an interactive, on-line retail service ("System"), which is located at http://www.bravisa.com ("Web Site").
This Supplier Agreement ("Agreement") contains the terms and conditions under which BRAVISA enables a Supplier ("YOU") to list Products through the Catalog. YOUR participation in the System is at will and constitutes acceptance of this Agreement. BRAVISA reserves the right to add, delete and/or modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new agreement on the Web Site. In the event of substantive changes to the terms of this Agreement, YOU may be notified by email. YOUR continued use of the System following posting of a change notice or new agreement on the Web Site will constitute binding acceptance of any changes.
(a) Opening an Account. To become a Supplier, YOU must open an account
("Account") with BRAVISA through its online registration process located
at
http://mfg.bravisa.com
(b) Account Security. YOU will need to select a password when YOU open
an Account. YOU will be solely and exclusively responsible for keeping
YOUR password confidential and all use of YOUR password and Account,
including, without limitation, any use by any unauthorized third party.
YOU must notify BRAVISA immediately if YOU believe YOUR password has been
or may be obtained or used by any unauthorized person or entity. In
addition, YOU must notify BRAVISA immediately if YOU become aware of any
other breach or attempted breach of the security of YOUR Account or the
System.
YOU may not list Products within the Catalog that are generally
offensive or inappropriate as determined by BRAVISA in its sole and
absolute discretion. For example, but without limitation,
YOU may not list Products that BRAVISA believes:
(i) infringe the rights of a third party, including, without limitation,
copyrights, trademarks, patents, trade secrets, and rights of privacy and publicity
(ii) are libelous, defamatory or slanderous;
(iii) are obscene or pornographic;
(iv) are designed to or does harass, threaten, or abuse others; or
(v) violate any applicable law, rule, or regulation, including, without
limitation, by exploiting images or the likeness of minors. While BRAVISA
has no obligation to monitor the transactions or communications made
through its Web Site, it reserves the right to cancel any such transaction
or take any other action to restrict access to or the availability of any
material that may be considered to be objectionable, without any liability
to YOU or any third party.
YOU have the discretion to set a minimum and/or maximum selling price within the System. BRAVISA will guarantee System compliance with any such pricing constraints.
(a) Order rejection. YOU, at YOUR sole discretion, have the right to
refuse orders for any reason.
(b) Customer Contact. YOU may not have any direct contact with
Customers outside of the System, unless it relates to issues with orders
through the Web Site or unless the contact is facilitated by a BRAVISA
employee. Contacting Customers outside of those cases mentioned,
will be grounds to terminate the Agreement.
BRAVISA will pay YOU per a pre-arranged method. The standard method will be net thirty (30) days paid by check or Pay Pal or, by special arrangement, by credit card. All payments are made in United States Dollars.
If YOU have agreed to accept returns, BRAVISA will facilitate the return process per YOUR instructions.
YOU hereby grant to BRAVISA the following rights:
(a) The right and license to market and sell the Products on the System;
(b) The right and license to use YOUR name, Products (including the
likeness of the Products), trademarks, tradenames, and copyrights (all
whether now owned or hereafter acquired) in connection with the Products
for all purposes in connection with the System including, without limitation,
the Listing of the Products on the Services and the promotion and
advertising of the System and the Products;
(c) YOU represent and warrant that YOU have the right, power and
authority to enter into this Agreement and perform its obligations
hereunder and that the sale and Listing of the Product on the System, and
the placement of the System on the Services will not violate any agreement,
by which YOU are bound, or any law or governmental regulation.
(d) This Section 7 only gives BRAVISA the right to use and modify YOUR
Content for the purposes stated above, and does not give BRAVISA ownership
of any of YOUR Content.
(a) BRAVISA Termination. In its sole discretion, with or without notice
to YOU, BRAVISA may: (i) suspend or terminate YOUR use of the Service,
(ii) terminate YOUR Account, (iii) remove any of YOUR Product Listings
from BRAVISA's servers and directories and (iv) prohibit YOU from adding
any new Product Listings.
(b) Supplier Termination. If YOU are a Supplier, YOU may terminate any
Product Listings and/or YOUR full Account for any reason at any time by
emailing mfg@bravisa.com.
(c) Effect of Termination. If YOU or BRAVISA suspend or terminate
YOUR Account, BRAVISA may: (i) delete any Content or other materials
relating to YOUR use of the Supplier Service, and BRAVISA will have no
liability to YOU or any third party for doing so and (ii) not allow YOU
access to or use of the System.. If YOU or BRAVISA terminate YOUR Account,
YOU must immediately remove all links to the Web Site from any web sites
YOU operate and cease representing YOURSELF as a Supplier.
YOU shall indemnify BRAVISA and hold BRAVISA, its directors, officers, employees and agents harmless from and against any and all claims, demands, damages, liabilities, losses and expenses (including reasonable attorneys' fees), relating directly or indirectly to the Products, provided however that YOU shall not indemnify BRAVISA against any claims, demands, damages, liabilities, losses or expenses arising from BRAVISA's gross negligence or willful misconduct. This indemnification shall survive the termination of this Agreement.
BRAVISA WILL NOT 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 PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
All notices required or permitted to be given under this Agreement will be in writing and delivered to the other party by any of the following methods: (i) U.S. mail, (ii) overnight courier, or (iii) electronic mail. If YOU give notice to BRAVISA, YOU must use the following addresses: 2175 De La Cruz Suite 2, Santa Clara, CA, 95050, legal@bravisa.com. If BRAVISA provides notice to YOU, BRAVISA will use the contact information provided by YOU to BRAVISA. All notices will be deemed received as follows: (i) if by delivery by U.S. mail, seven (7) business days after dispatch, (ii) if by overnight courier, on the date receipt is confirmed by such courier service, or (iii) if by electronic mail, 24 hours after the message was sent, if no "system error" or other notice of non-delivery is generated. If applicable law requires that a given communication be "in writing," YOU agree that email communication will satisfy this requirement.
All disputes arising out of, relating to or connected with this Agreement or YOUR use of any part of the Manufacturing Service will be exclusively resolved under confidential binding arbitration held in Santa Clara County, California before and in accordance with the Rules of the American Arbitration Association, by a sole arbitrator applying California law (without regard for conflicts of law principles). The arbitrator's award will be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement will be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Any action to enforce an arbitrator's award will be brought in a federal or state court located in Santa Clara County, California. Each party hereby irrevocably submits to the personal jurisdiction of the Federal and California State courts in Santa Clara County. By entering into this Agreement, YOU hereby irrevocably waive any right YOU may have to join claims with those of others in the form of a class action or similar procedural device. Any claim arising out of, relating to or connected with this Agreement or YOUR use of any part of the Manufacturing Service must be asserted individually. Notwithstanding anything to the contrary in this Section 12, BRAVISA may seek equitable relief, including, without limitation, injunctive relief and specific performance, without the requirement of posting a bond or other security or proving money damages are insufficient, from a court of competent jurisdiction.
This Agreement contains the entire understanding of the parties regarding its subject matter, and supersedes all prior and contemporaneous agreements and understandings between the parties regarding its subject matter. No failure or delay by a party in exercising any right, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. YOU and BRAVISA are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement, all of which will remain in full force and effect.
This Agreement is to be governed by and construed in accordance with the laws of the State of California. Any legal proceedings to enforce this Agreement shall be brought in the state or federal court sitting in California, the parties hereto hereby waiving any claim or defense that such forum is not convenient or proper. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
BRAVISA shall have the right at any time to assign and transfer this Agreement or its rights and obligations hereunder, and following such assignment and transfer, references to BRAVISA hereunder shall be deemed to be references to the assignee and/or transferee.