Fiesta Lunch Box 1

OVERVIEW AND ACCEPTANCE OF USE

Revolutions 52 (R52) is a curated online marketplace connecting Members to products and services, accessible through R52 Marketplace and Websites. As applicable under Applicable Laws, you understand and agree that Revolutions 52 (R52) is a marketplace and as such is not responsible or liable for any content, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, products, services, listings, links, or information posted or provided by you, other suppliers, other merchants, or other third parties on or through Revolutions 52 or any of the Services. Your use the Services at your own risk. You will comply with these Terms and all Additional Terms and Policies applicable to any products or services you provide through or offer in connection with the Services.

YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES (INCLUDING BY RESEARCHING, SHOPPING, PURCHASING, DOWNLOADING OR POSTING ANY CONTENT FROM OR ONTO THE SERVICES), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS. THIS APPLIES WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES OR COLLECTIVE CONTENT.

If you have a dispute with any third party over any product, service, offering, or interaction over the Services, you agree not to make any claim of any kind or nature against Revolutions 52 or its Affiliates with respect to such dispute, no matter whether any claims, requirements, or compensation of damages are known, insured, or released, as applicable under Applicable Laws.

We reserve the right, at our sole discretion to modify, suspend, discontinue, or terminate the Services or any content, feature, or material we provide thereon, or to modify these Terms, at any time and without prior notice, and have no obligation to update any information thereon. We will not be liable if for any reason all or any part of the Services is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Services to Members, including Members.

You agree that it is your responsibility to monitor changes to our Services. If we modify these Terms, we will post the modification on the Site or via the Application and/or provide you with notice of the modification. By continuing to access or use the Services thereafter, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.

All Members on the R52 Marketplace are allowed to be Contributors on the R52 Marketplace to sell products, service and / or rentals.

TERMS AND CONDITIONS

NOW, THEREFORE, the parties hereto agree as follows:

1.              Definitions:  For the purposes of this Agreement, the following words and terms shall have the meaning set forth below:

1.1           The term "Products, Services & Rentals" shall mean all products and services which are listed on the R52's Marketplaces and Websites, as they will be revised and changed from time to time.

1.2           The Term “Member” shall mean You; the person who desires to act as a Member of R52 Marketplaces.

1.3           The Term “Contributor” shall mean any Member who is a provider of a product, service or rental on R52 Marketplaces and Websites.

2.              Grant of Contributor.

2.1.1      Contributor desires to act as a nonexclusive provider to sell, market and distribute products, services and or rentals on the R52 Marketplace; subject to the terms and conditions set forth herein. Member agrees to comply with all applicable laws, rules, regulations, ordinances, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority, whether domestic, international, federal, state, local, or provincial, and whether in effect now or in the future and as may be amended from time to time, including but not limited to the United States, European Union, European Union Member States and United Kingdom (“Applicable Laws”), including with respect to e-commerce, privacy, intellectual property, use of the Services, marketing, sale and provision of any products or services by you, representations, warranties and quality assurance of any products or services provided by you, online conduct, and acceptable content.

3.              Representations and Warranties of R52.  The R52 represents and warrants to Members and Contributors as follows:

3.1           Organization and Authorization.  R52 is a limited liability corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation.  R52 has the power to enter into and carry out its obligations under this Agreement.  This Agreement has been duly authorized by R52 and this Agreement is a valid and binding obligation of the R52.

3.2           Use of Services. For clarity, your use of the Services as a Member is subject to the Member Terms of Service.

3.3           Conflicts with Other Agreements.  Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereunder will violate or constitute a default under any agreement or instrument to which R52 is a party or by which its rights, title and interest in the Products may be affected.

4.              Representations and Warranties of Member.  Member represents and warrants to R52 as follows:

4.1           Organization and Authorization.  Member has the power to enter into and carry out its obligations under this Agreement.  This Agreement has been duly authorized by Member and is a valid and binding obligation of Member.

4.2           Conflicts with Other Agreements.  Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will violate or constitute a default under any agreement or instrument to which Member is a party or by which its property may be affected. 

5.              Prices of Products, Services And Rentals on R52 Marketplace.

5.1           Determination of Price.  Products, Services & Rentals sold on R52 Marketplace shall be determined by the Contributor posting the listing.

5.2           Price Changes.  Price changes are effective immediately on R52 marketplaces and websites.

5.3           Price of Listings.  Contributor shall in its sole judgment determine the prices at which listings are sold to Members on the R52 Marketplace. 

6.              Payments for Products.

6.1           Terms of Payment.  Contributors will need to set up their Stipe Payment Processing Account to receive payments. Stripes will manage all payment transactions.

6.2           Commissions & Payment Processing Fees.  R52 will charge a commission depending on the payment gateway. The payment gateway may also charge a fee for each payment, as described below. For Stripe payments, R52 charges a Contributor Selling commission and a buyer purchasing commission.

7.              Acceptance of Orders and Shipment of Products. /

7.1           Placement of Orders.  Member must place orders on R52 Marketplaces and / or Websites.  Members are directly purchasing from the Contributor Selling on the R52 Marketplace.

7.2           Acceptance.  Members understand and accepts that they are purchasing directly from a Contributor. Terms and Conditions of the Listing are provided by the Contributor. All communication listings are to be directly communicated between the Member and Contributor. You can communicate on the R52 Marketplace.

7.3           Delay or Cancellation of Accepted Orders.  Orders accepted by Contributors shall be subject to Contributor Capabilities. The R52 Contributor shall promptly notify Member if any order cannot be filled or of any delays in delivery. R52 shall have no liability for, delays, failure to deliver or cancellation by Contributor. Contributor must rectify the problem or refund the Member within 72 hours.  R52 shall have no liability for, delays, failure to deliver or cancellation due to strikes, fires, the elements, delay from suppliers, force majeure or other causes beyond the R52 Contributors control, or any other cause which may affect the R52 Contributor in competition of orders.

7.4           Shipping of the Products.  Contributor is responsible for the coordination and shipping of all products. The R52 Contributor shall promptly fulfill all orders placed by Members and shall ship said orders using commercially reasonable standards.

7.4.1      Shipping Dates.  The R52 Contributor shall provide the standard delivery time of the products and service they provide.

7.4.2      Packing.  Each Contributor on R52 Marketplace shall be responsible for packing the Products according to standard commercial practices prevailing at the time of shipment which are suitable for freight carriers, international airfreight or sea freight, as the case may be.

8.              Contributor Undertakings.

8.1           Sale of Products, Services & Rentals.  Contributor, on its own behalf and on behalf of its agents, representatives and employees, agrees to conduct any and all sales activities in connection with the Products / Services / Rentals in a lawful manner, consistent with the highest standards of fair trade, fair competition and business ethics.

8.2           Marketing Efforts.  Contributor agrees to use commercially reasonable efforts to develop demand for the Products / Services / Rentals and to solicit purchases thereof.

8.2.1      Approval of Advertising.  The Contributor shall have the right to create advertising and promotions for their brand as necessary. Any advertisements for will need to be approved in advance by R52.

8.3           Expenses.  Unless otherwise agreed, Contributor shall be obligated to satisfy all of its costs and expenses incurred in the performance of this Agreement and shall be solely responsible for the acts and expenses of its employees, agents and representatives.

8.4           No Additional Compensation.  Member acknowledges and agrees that its sole and entire compensation for its services (including, but not limited to, the promotion and sales of the Products, Services & Rentals) shall be the price charged by the Contributor to Member Customers. The Contributor will receive payment of listing price minus the Marketplace Commission listed above.

8.5           Representations.  The R52 Contributor shall be responsible of any change in the guarantees or warranties offered in connection with the Products, Service or Rentals.

9.              Confidential Information.  Neither party in its capacity as a “receiving party” shall use nor disclose to any third parties any confidential information concerning the business, or affairs of the other party (the “disclosing party”) which the receiving party may acquire during the course of its activities under this Agreement (or any prior agreements between R52 and Member).  In addition, a receiving party shall take any and all necessary precautions to prevent any such disclosure by any and all of its employees, officers, directors, representatives, agents or sub-Members.  The receiving party further acknowledges and understands that any right, title and interest in and to the aforesaid confidential information is vested in the disclosing party and that such properties are the sole property of the disclosing party.  For purposes of this Agreement, it is understood by the parties hereto that the term “confidential information” shall include, but is not limited to: information relating to released or unreleased products, equipment, services, forecasts, business plans or models, or manufacturing strategies and other strategies; business policies or practices; technical, financial, marketing, manufacturing, distribution and other technical or business information or trade secrets; lists or names of contractors, subcontractors, suppliers and vendors; customer lists, prospect lists, marketing information, pricing, cost information, business forms, business and financial records; product design and other such unpatentable information as defined in California Civil Code Section 3426.1.  All of the foregoing obligations and restrictions do not apply to that part of the confidential information that the receiving party demonstrates (a) was or becomes generally available to the public prior to, and other than as a result of, a disclosure by the receiving party in violation or breach of this Agreement or (b) was available, or becomes available, to the receiving party on a nonconfidential basis prior to its disclosure to the receiving party, but only if (i) the source of such information is not bound by a confidentiality agreement with the disclosing party or is not otherwise prohibited from transmitting the information to the receiving party by a contractual, legal, fiduciary or other obligation and (ii) the receiving party provides the disclosing party with written notice of such prior possession prior to the execution and delivery of this Agreement.

Both parties expressly acknowledges that the Confidential Information of R52 consists of trade secrets and proprietary property having significant commercial value, and that knowledge of all or any part of the Confidential Information would potentially yield a competitive advantage over others not having such knowledge. Accordingly, Member will not disclose any Confidential Information of R52 to any third party (except to R52’s directors, employees, consultants, agents and independent contractors as provided below) for three (3) years following the date of disclosure; OR (3) years after the last purchase of Products and or Service. Member may, however, disclose Confidential Information of R52 in accordance with judicial or other governmental order or as necessary to comply with any applicable law or regulation governing regulated businesses or the issuance of securities to the public, provided Representative gives R52 reasonable notice prior to such disclosure and, in the case of a judicial or governmental order, complies with any applicable protective order or equivalent judicial decree.

10.           Trademarks, Patents and Copyrights.

10.1        Ownership of Trademarks, Patents and Copyrights.  Member hereby acknowledges R52's exclusive right, title and interest in and to any and all trademarks and trade names (hereinafter such trademarks and trade names shall be collectively referred to as the "Trademarks"), patents ("Patents") and copyrights ("Copyrights") which R52 may have at any time adopted, used, registered, licensed or been issued in the United States of America, or in any other foreign location, and agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of R52’s right, title and interest in and to the Trademarks, Patents and Copyrights.  Member further acknowledges that, in connection with any reference to the Trademarks, Patents and Copyrights, Member shall not in any manner represent that it possesses any ownership interest in the Trademarks, Patents and Copyrights or the registration thereof, nor shall any action taken by Member or on Member's behalf create in Member's favor any right, title or interest in and to the Trademarks, Patents and Copyrights.

10.1.1   Member hereby acknowledges R52 Supplier's exclusive right, title and interest in and to any and all trademarks and trade names (hereinafter such trademarks and trade names shall be collectively referred to as the "Trademarks"), patents ("Patents") and copyrights ("Copyrights") which R52 Supplier may have at any time adopted, used, registered, licensed or been issued in the United States of America, or in any other foreign location, and agrees that it shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any portion of R52 Supplier’s right, title and interest in and to the Trademarks, Patents and Copyrights.  Member further acknowledges that, in connection with any reference to the Trademarks, Patents and Copyrights, Member shall not in any manner represent that it possesses any ownership interest in the Trademarks, Patents and Copyrights or the registration thereof, nor shall any action taken by Member or on Member's behalf create in Member's favor any right, title or interest in and to the Trademarks, Patents and Copyrights.

10.2        Copyright Protection.  Member acknowledges the validity of the Copyrights in any and all written material and/or packaging to which R52 has filed a claim for copyright protection or obtained a license to use such Copyrights.  Additionally, Member recognizes R52’s exclusive right to seek copyright protection and/or the registration of any translation of any and all Sales Literature, promotional or descriptive material furnished to Member by R52.

10.2.1   Member acknowledges the validity of the Copyrights in any and all written material and/or packaging to which R52 Supplier has filed a claim for copyright protection or obtained a license to use such Copyrights.  Additionally, Member recognizes R52 Supplier’s exclusive right to seek copyright protection and/or the registration of any translation of any and all Sales Literature, promotional or descriptive material furnished to Member by R52 Supplier.

10.3        Patent Protection.  Member acknowledges the validity of the Patents concerning the Products and in any and all other products or items which have been patented by the R52 or licensed under which R52 has a right to sell and market the Products.  Additionally, Member recognizes the R52's exclusive right to apply for a patent for any new products which may subsequently be covered by this Agreement.

10.3.1   Member acknowledges the validity of the Patents concerning the Products and in any and all other products or items which have been patented by the R52 Supplier or licensed under which R52 Supplier has a right to sell and market the Products.  Additionally, Member recognizes the R52 Supplier's exclusive right to apply for a patent for any new products which may subsequently be covered by this Agreement.

10.4        Prominence of Trademarks, Patents and Copyrights.  Member agrees to give due prominence to the fact that the Trademarks, Patents and Copyrights are the property of R52 or other company as directed by R52 and in the event that Member refers to the Trademarks, Patents and Copyrights in advertising, promoting or in any other manner so as to identify the Products, Member shall clearly indicate R52’s ownership (or a company designated by the R52) of the Trademarks, Patents and Copyrights.  Member further agrees that before distributing or publishing any sales literature, promotional or descriptive materials, R52 has the right to inspect and approve of such materials in writing and the Member shall provide R52 with an opportunity to inspect and approve such materials prior to their being used.

10.4.1   Member agrees to give due prominence to the fact that the Trademarks, Patents and Copyrights are the property of R52 or other company as directed by R52 Supplier and in the event that Member refers to the Trademarks, Patents and Copyrights in advertising, promoting or in any other manner so as to identify the Products, Member shall clearly indicate R52 Supplier’s ownership (or a company designated by the R52 Supplier) of the Trademarks, Patents and Copyrights.  Member further agrees that before distributing or publishing any sales literature, promotional or descriptive materials, R52 Supplier has the right to inspect and approve of such materials in writing and the Member shall provide R52 Supplier with an opportunity to inspect and approve such materials prior to their being used.

10.5        Compliance With Laws.  Member agrees that, when referring to the Trademarks, Patents and Copyrights, it will comply with any and all applicable foreign federal, state and/or local laws and regulations pertaining to the Trademarks, Patents and Copyrights or trademarks, trade names, patents or copyrights in general.  Member further agrees to comply with any and all marketing requirements pertaining to the Trademarks, Patents or Copyrights or trademarks, trade names, patents and copyrights in general.

10.6        Notification of Violations.  Member shall promptly notify the R52, in writing, of any and all infringements, imitations, illegal use or misuse of the Trademarks, Patents and/or Copyrights which shall come to Member's attention.  Member further agrees that it shall not at any time take any action in and before any courts, administrative agencies or other such tribunals, or otherwise attempt to prevent the infringement, imitation, illegal use or misuse of the Trademarks, Patents and/or Copyrights.  Member understands that such action falls wholly within the authority of the R52 as the sole owner of the Trademarks, Patents and Copyrights or licensee thereof.

10.7        Assistance in the Protection of the Trademarks, Patents and Copyrights.  Member agrees to render to R52 any and all assistance reasonably requested of it by the R52 in connection with the protection of the Trademarks, Patents and/or copyrights, whether such protection is sought in and before any courts, administrative agencies or other such tribunals, and to promptly make available to R52, the Member's representatives, employees, officers, directors, attorneys, agents, any files, records, and any such other information pertaining to the advertising, promotion, distribution and sale of the Products.

10.8        Limitation on Member's Rights.  Member agrees that at no time during the Term of this Agreement nor at any time after this Agreement's expiration or termination, shall Member adopt, register or use in any manner whatsoever, without the R52's prior written consent, any word, symbol or combination thereof, which in any way imitates, resembles or is similar to the Trademarks nor shall Member in any manner whatsoever infringe the Patents and/or violate the Copyrights.

10.9        Preservation of Trademarks, Patents and Copyrights.  Member agrees that it will in no way alter, deface, remove, cover up or mutilate in any manner whatsoever, any trademark, the word "patent" and/or the patent number, copyright symbol, brand or name which the R52 may attach or affix to or make a part of the Products.

11.           Indemnification.  The Member agrees to indemnify, defend and save harmless the R52 and its officers, directors, agents, employees, shareholders, legal representatives, successors and assigns, and each of them, from any and all claims, actions, suits, liabilities, judgments, losses, damages, costs, charges, attorneys' fees, and other expenses of every nature and character, which may be imposed on, incurred by or asserted against them in any way arising out any claim arising out of the negligence or willful misconduct of Member, its employees or its agents, or the breach by Member of any term or provision of this Agreement.  R52 will promptly deliver to Member any notices or papers served upon it in any proceeding covered by this indemnity, and Member will defend same at its expense. R52 shall, however, have the right to participate in the defense at its own expense.

11.1        Survival of Terms.  The terms of this Section 12 shall specifically survive the cancellation or termination of this Agreement.

12.           Disclaimers.  R52 shall not be liable for any special or consequential damages, whether based upon lost goodwill, lost profits, work stoppage, impairment of other goods, breach of contract, negligence or such other actions as may be deemed or alleged to be the cause of a loss or damage to such a person.

As applicable under Applicable Laws, to the fullest extent permitted by law, the Member waives claims related to, and agree that Revolutions 52 and Revolutions 52’s Affiliates, including any of their officers, directors, employees, consultants, or agents, are not responsible for: (a) any statements, guarantees, representations, or warranties made by Member or R52 Supplier, or any third party through the Services, including with respect to any product, service, or expected transactions, and including merchantability, fitness for any particular purposes, or any other express or implied warranties; (b) implied warranties based on the transaction process, the performance of the contract, trading practices, or course of dealing; or (c) any duties, responsibilities, rights, claims, or tort reliefs, whether or not they are due to Revolutions 52’s or any of its Affiliates’ negligence. “Affiliate” shall mean, with respect to any person or entity, any other person or entity that directly or indirectly controls, is controlled by, or is under common control with that person or entity.

13.           Warranty and Returns.

13.1        Limitation of Product Warranty.  R52 is not responsible for any warranty with respect to items a Supplier offers on the R52 Marketplace and Websites.

13.2        Customer Returns.  Each R52 Supplier shall provide a return authorization protocol and process for Members to use. R52 may from time to time help with the return authorization process if R52 deems it is necessary.

14.           Independent Contractor Relationship.  Member agrees that, with respect to all matters relating to this Agreement, Member shall be deemed to be an independent contractor and shall bear all of its own expenses in connection with this Agreement.  Member shall have no authority to assume or create any obligation, whether express or implied, on behalf of R52 nor shall Member issue, or cause to be issued, any quotations or draft any letters or documents over the name of R52, but rather shall use its own name for such purposes.

15.           Term and Termination Date.

15.1        Termimation.  If you breach any of these Terms, R52 will have the right to suspend or disable your Account or terminate these Terms, in its sole discretion and without prior notice to you. R52 reserves the right to revoke your access to and use of the Services and Collective Content at any time, with or without cause. In the event R52 terminates these Terms for your breach, you will remain liable for all amounts due hereunder. You may cancel your Account at any time by sending an email to support@R52.US.

15.2        Termination Date.  The date upon which the term of this Agreement is terminated as provided for in Section 16 of this Agreement shall be hereinafter referred to as the "Termination Date".

16.           Rights and Obligations Upon Termination or Cancellation.  Upon the termination of this Agreement, the parties hereto agree as follows:

16.1        Continuing Obligations.  The parties hereto agree that each shall abide by and uphold any and all rights or obligations accrued or existing as of the Termination Date.

17.           Compliance With Governmental Regulations.  The parties hereto have entered into this Agreement upon the understanding that each will comply with all laws materially affecting the conduct of their respective business and, in the event any law, statute, legislation, ruling, judgment or order is enacted, adopted or issued which commercially frustrates the intent of the parties or their ability to perform, R52 has the right, in its sole discretion, notwithstanding any other provisions of this Agreement, to immediately terminate this Agreement or to cease performing or to unilaterally modify that portion of the Agreement which has been so affected.

18.           Force Majeure.  Member understands and acknowledges that R52 shall not be liable for any or all loss, damage, judgment, detention, delay or failure to deliver any or all portions of the Products and Service resulting from causes beyond the R52's control, including, but not limited to, fires, strikes, insurrection or riots, embargoes, shortages of motor vehicles, delays in transportation, inability to obtain supplies of raw materials, requirements or regulations of the United States government and any other civil or military authority.  Furthermore, it shall be understood that in no event shall R52 be liable for consequential damages.

19.           Notices.  All notices or other written communications required or permitted to be given by the Agreement shall be deemed given if personally delivered or ten (10) days after it has been sent (the date of posting shall be considered as the first day and any Sundays, legal holidays or other days upon which the United States mail generally is not delivered shall not be counted in determining this period) by United States, registered or certified mail, postage prepaid, properly addressed to the party to receive the notice at the following address or at any other address given to the other party in the manner provided by this Section 21:

If to Member: will be sent to the email of the Member.

__________________

If to R52: support@r52.us

If notice shall be sent by telegraph or cable, a confirmed copy of such telegram or cable shall be sent by mail to said addressee.  Nothing contained herein shall justify or excuse failure to give oral notice for the purpose of informing the parties hereto when prompt notification is required, however, it shall be understood that such oral notice shall in no way satisfy the requirement of written notice.

20.           Severability.  If any provision of this Agreement is determined to be invalid or unenforceable, the provision shall be deemed to be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remainder of this Agreement.

21.           Assignment.  Member may not transfer or assign this Agreement or any part thereof without the R52's prior written approval.  This Agreement shall be binding upon and shall inure to the benefit of R52 and its successors and assigns, and shall be binding upon and inure to the benefit of Member and its permitted assignees.

22.           No Implied Waivers.  The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any later time nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of such provision.

23.           Dispute Resolution - Arbitration.  Member and R52 agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to: (a) bring an individual action in small claims court; (b) the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights; (c) pursue an enforcement action through the applicable federal, state or local agency if that action is available; and (d) seek injunctive relief in a court of law in aid of arbitration. MEMBER ACKNOWLEDGE AND AGREE THAT DIGITLA WHOLESALER AND R52 ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both Member and R52 otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. The parties agree that the Federal Arbitration Act applies and will govern the interpretation and enforcement of this Arbitration Agreement.

Arbitration Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an experienced attorney licensed to practice law in the state of California or Texas

Arbitration Location and Procedure. Unless Member and R52 otherwise agree, the arbitration will be conducted in the county where R52 deems. If Members claim does not exceed US$10,000, then the arbitration will be conducted solely on the basis of documents Member and R52 submit to the arbitrator, unless Member request a hearing or the arbitrator determines that a hearing is necessary. If Member claim exceeds US$10,000, Member right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties.

Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent, to the extent permitted by law, with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable.

Fees. Member responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. If applicable arbitration rules or laws require us to pay a greater portion or all of such fees and costs in order for this Dispute Resolution provision to be enforceable, then we will have the right to elect to pay the fees and costs and proceed to arbitration.

Changes. Notwithstanding the provisions of the “Modification” section above, if R52 changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to support@R52.us) within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of R52’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and R52 in accordance with the arbitration provisions of this “Dispute Resolution” section (however entitled) as of the date you first accepted these Terms or accepted any subsequent changes to these Terms.

24.           Independent Legal Counsel.  Each party hereto hereby acknowledges that it has been or has had an opportunity to be represented by independent legal counsel in connection with this Agreement.

25.           APPLICABLE LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO, AND ALL MATTERS ARISING HEREUNDER IN CONNECTION HEREWITH, SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA OR TEXAS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF CALIFORNIA OR TEXAS AND WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES OF SUCH LAWS OR OF THE LAWS OF ANY OTHER JURISDICTION.  WITHOUT LIMITATION OF THE FOREGOING, THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, 1980 (CISG) SHALL NOT APPLY TO THE PARTIES OR TO THIS AGREEMENT.  THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

26.           JURISDICTION AND VENUE.  EACH OF THE PARTIES HEREBY IRREVOCABLY AGREES AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA, AND, IF JURISDICTION DOES NOT LIE, THE SUPERIOR COURT OF CALIFORNIA FOR THE COUNTY OF LOS ANGELES, CENTRAL DIVISION.  FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.  EACH OF THE PARTIES IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT (SUBJECT TO ANY APPEAL) OF ANY SUCH COURT WITH RESPECT TO SUCH PROCEEDING. AND THAT SUCH FINAL JUDGMENT MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER TO THE EXTENT PROVIDED BY LAW.  THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT FOR THE PARTIES TO ENTER INTO THIS AGREEMENT.

27.           Counterparts.  This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

28.           Section References.  Any reference in this Agreement to a section or subsection shall be deemed to include a reference to any subsidiary sections whenever the context requires.

29.           Captions.  The captions of the sections and subsections of this Agreement are included for reference purposes only and are not intended to be a part of the Agreement or in any way to define, limit or describe the scope or intent of the particular provision to which they refer.

Entire Agreement; Amendment.  These Terms constitute the entire and exclusive understanding and agreement between R52 and Member regarding the Services and Collective Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between R52 and Member regarding the Services and Collective Content.

30.           Miscellaneous. The failure by R52 to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of R52. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Throughout these Terms, the word “include” or “including” means “including, but not limited to”. Provisions that by their nature are intended to survive the termination of these Terms or your use of the Services will survive.

User Agreement

Revolutions 52 Program is about supporting people. We encourage you to be involved in every aspect of Revolutions 52 Program to - display contributions, host events, write blogs, participate in forums, team up with other supporters to collaborate on projects, and let the world know about causes.

To make this Marketplace successful, it is essential all Revolutions 52 Members respect the intellectual property rights of others, including copyright and trademarks. You must only upload content you have created yourself and have permission to use and authorize others to use. Respecting other people’s intellectual property is an essential principle of R52 Community.

Displaying your work on R52 puts it out there for the world to see. You need to be aware that publishing your work in this way attracts legal responsibilities. It is up to you to make sure you are not breaking any laws by publishing your work through Revolutions 52.

Legal Agreement

The following is intended to convey the general scope of terms. By submitting any Content to Revolutions 52, you are entering a binding legal agreement. You are granting Revolutions 52 the non-exclusive right to license and use your submitted content.

You grant Revolutions 52 a worldwide, non-exclusive right to use your name, display name and Content in connection with Revolutions 52's marketing and promotional activities without the payment of any compensation to you. Revolutions 52, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.

Eligibility

Our services are available only to, and may only be used by, individuals who can form legally binding contracts under applicable law.

Amendment to this agreement

We may amend the terms of this agreement from time to time, and we will let you know about these changes either by sending you an email to the email address you have registered with Revolutions 52 or by displaying information about the changes on our home page, or both. Either way, your continuing use of our websites will be taken to be acceptance of the new terms.

Our service

Revolutions 52 provides a range of services (the “Revolutions 52 service”) which, amongst other things, enable you to publish, sell, discuss and purchase items; interact with others; and receive the benefits of Revolutions 52's facilitation of marketplaces and platforms, including payment processing and customer services.

The digital content on our websites (“your content”) may be information, text, data, graphics, images, photographs, sound, video, music or any other material posted online by Members. Any content that you upload is described as your “contributions”. Your contributions may be viewed by all Members of the websites once published. You you may offer your contributions for sale.

Putting content on the Revolutions 52 site

You keep the copyright in any content you submit or upload to the website. In order to receive the Revolutions 52 services you grant Revolutions 52 a non-exclusive license to use and archive the content in accordance with or as reasonably contemplated by this agreement.

When you submit or upload content to Revolutions 52 you represent and warrant that:

·       you own all copyright in the content, or if you are not the owner, that you have permission to use the content, and that you have all of the rights required to display, reproduce and sell the content;

·       the content you upload will not infringe the intellectual property rights or other rights of any person or entity, including copyright, moral rights, trade mark, patent or rights of privacy or publicity;

·       your use of the website will comply with all applicable law, rules and regulations;

·       the content does not include malicious code, including but not limited to viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information; and

·       the content is not misleading and deceptive and does not offer or disseminate fraudulent goods, services, schemes, or promotions.

Revolutions 52 reserves the right to review and if in its sole discretion deemed necessary, remove any content from our websites and / or cancel your contract, because the content breaches your agreement with us and / or any applicable laws, or otherwise. You agree to indemnify Revolutions 52 in respect of any direct or indirect damage caused due to your breach of one or more of these warranties.

Offering your contributions for sale

Any contributor may offer their contributions for sale on the website by appointing Revolutions 52 to facilitate the transaction on the terms set out in the Services Agreement in Appendix A. By agreeing to the terms of this user agreement you expressly agree to the terms of the Services Agreement in Appendix A, which will apply from the date on which you offer your first contributions for sale on a physical product and your continued use of the websites will constitute ongoing agreement to the terms therein as updated from time to time.

Purchasing a Product on Revolutions 52

Members can purchase products on the Revolutions 52 websites using a valid credit card or other approved methods.

The price you pay is fixed at the time of ordering.

You may not cancel an order once it has been submitted.

It is the customer’s responsibility to ensure the product delivery address is correct. Revolutions 52 takes no responsibility for any product a customer does not receive because of errors in the delivery address provided.

Paying you after your product is sold

Payment terms are explained in the Appendix A of the Service Agreement.

Delivery

Delivery will be facilitated pursuant to the customer's instructions by postal or courier service and will be paid for by the customer at the price indicated at the time of purchase. Revolutions 52 will charge shipping charges to the customer which will vary depending upon the size and price of the product.

Damaged Goods

If a product is delivered to a customer, whether in electronic or printed format, that is electronically or physically damaged in some way (for example, a file does not download, a wrong print) Revolutions 52 will happily contact the customer to issue a replacement copy of the product after receiving reasonable proof of that damage.

If a customer received a damaged product, then the customer must email Revolutions 52 customer service within 3 days of receipt to tell us about the nature of the damage and to arrange for a new product to be sent at no cost. We may require the customer to return the product as a condition to arranging for a new product or other remedy. In addition to the damaged goods policy described above, Revolutions 52 may in its discretion offer other remedies for customers who wish to return products. Any such remedies will be communicated directly with the customer.

Creator Errors

Please be aware that content accuracy is creator-controlled, and we do not screen all of the content of contributions work. It is the creators responsibility to verify the quality of the content (including but not limited to misspelled words, grammatical errors, formatting, design or overall appearance) before ordering a product. The damaged goods policy does not apply to content, only to the physical product.

Excess Inventory

You grant Revolutions 52 permission to dispose of any inventory that becomes excess as a result of refund, reprint, fraud, product sampling or promotional activities, in any manner we see fit.

Reporting inappropriate content to Revolutions 52

Revolutions 52 may not manually screen every content before it is displayed on the websites so occasionally contributors may inadvertently or deliberately submit and display content that breaches this agreement.

Inappropriate content includes, but is not limited to, content that infringes the copyright or other intellectual property rights of any person or company. Revolutions 52 reserves the right (but not the obligation) to remove or edit such content but does not regularly review posted content.

Please help us by letting us know straight away about any inappropriate, or potentially inappropriate, content you see on the website. You can do this by sending an email to support@r52.us. If you believe your copyright or other intellectual property rights are being infringed, you are able to make a formal complaint by email to support@r52.us

Specific warnings

You must ensure that your access to this website and the Revolutions 52 service is not illegal or prohibited by laws that apply to you.

We do not accept liability for any losses arising directly or indirectly from a failure to provide the Revolutions 52 service, corruption to or loss of data, errors or interruptions, any suspension or discontinuance of the Revolutions 52 service, or any transmissions by others in contravention of the customers obligations as set out in this agreement.

You acknowledge that we may not be able to confirm the identity of other contributors / customers or prevent them acting under false pretenses or in a manner that infringes the rights of any person.

Intellectual Property Rights and license

By submitting listings to Revolutions 52, you grant Revolutions 52 a non-exclusive, worldwide, royalty-free, sublicense able and transferable license to use, reproduce, distribute, prepare derivative works of and display the content of such listings in connection with Revolutions 52’s (and its successors' and affiliates') services and business in facilitating the sale of your product, including without limitation for promoting and redistributing pcontributions or all of the Revolutions 52 site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Revolutions 52 site a non-exclusive license to use your content on our sites, and to use, reproduce, distribute, and display such content as permitted through the functionality of our sites and under this User Agreement. The above licenses terminate within a commercially reasonable time after you remove or delete your listings from the Revolutions 52 sites. The above licenses granted by you in user comments you submit, are perpetual and irrevocable.

All intellectual property rights in this website and the Revolutions 52 service (including the software and systems underlying the Revolutions 52 service, and text, graphics, logos, icons, sound recordings and software) are owned by or licensed to us. Other than for the purposes of, and subject to the conditions prescribed under relevant Copyright and Trade Mark legislation throughout the world, and except as expressly authorized by this agreement, you may not in any form or by any means:

·       use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any pcontributions of our websites; or

·       commercialize any information, products or services obtained from any pcontributions of our websites,

without our written permission.

If you use any of our trade marks in reference to our activities, products or services, you must include a statement attributing that trade mark to us. You must not use any of our trade marks in or as the whole or pcontributions of your own trade marks; in connection with activities, products or services which are not ours; in a manner which may be confusing, misleading or deceptive; or in a manner that disparages us or our information, products or services (including our websites).

Disclaimer

You acknowledge that the Revolutions 52 service or this website may be affected by outages, faults or delays. Such outages, faults or delays may be caused by factors, including technical difficulties with the performance or operation of our or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures.

We do not warrant that any content on websites will be protected against loss, or misuse or alteration by third pcontributionsies. We do not warrant that all submitted content will be available on our websites. If we elect in our sole discretion to make available content on our websites, we do not warrant that it will be available within a certain time frame.

We do not accept responsibility for any loss or damage, however caused (including through negligence), that you may directly or indirectly suffer in connection with your use of this website or any linked website, nor do we accept any responsibility for any such loss arising out of your use of or reliance on information contained on or accessed through this website.

Indemnity

You agree to indemnify, defend and hold us, our officers, directors, employees, agents , distributors, sub jobbers, and representatives harmless, as well as, our subcontractors and raw material suppliers, their officers, directors, employees, agents and representatives harmless, from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from:

·       your breach of any clause of this agreement;

·       any allegation that any materials that you submit to us or transmit to our websites infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third pcontributionsy; and/or

·       your activities in connection with our websites.

This indemnity will be applicable without regard to the negligence of any pcontributionsy, including any indemnified person.

Security of information

No data transmission over the Internet can be guaranteed as totally secure. We strive to protect such information, however we do not warrant and cannot ensure the security of any information that you transmit to us. Accordingly, any information that you transmit to us is transmitted at your own risk.

Termination of Programs

Access to our programs may be terminated at any time by us without notice. Our disclaimer will nevertheless survive any such termination.

Dispute Resolution

This User Agreement and all disputes relating to this User Agreement, or relating to your use of any pcontributions of the Revolutions 52 service, will be exclusively resolved under confidential binding arbitration held in Bexar County Texas or Ventura County California. All disputes will be resolved in accordance with the Rules of JAMS, applying Texas Lax and or California law, without regard to conflicts of law principles.

You and Revolutions 52 agree to submit to the personal and exclusive jurisdiction of the Federal and Texas and or California State courts for purposes of enforcing any arbitration award. Notwithstanding the foregoing, Revolutions 52 may seek injunctive or other equitable relief, from a court of competent jurisdiction. You and Revolutions 52 agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. You and Revolutions 52 agree that any cause of action arising out of or related to the Revolutions 52 site (including but not limited to any services provided or made available therein) or this Agreement must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

If you have a dispute with one or more Members or sellers, you release Revolutions 52 (and Revolutions 52's officers, directors, agents, subsidiaries, joint ventures, distributors, sub jobbers and employees) from claims demands and damages (actual and consequential) of every kind of nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542 which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor".

General

We accept no liability for any failure to comply with this agreement where such failure is due to circumstances beyond our reasonable control.

If we waive any rights available to us under this agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any of the terms of this agreement are held to be invalid, unenforceable or illegal for any reason, the remaining terms and conditions shall nevertheless continue in full force.

APPENDIX A - Services Agreement

You wish to use Revolutions 52’s services to facilitate marketing and sale of your contributions on a physical product and to arrange for manufacture of the physical product ("your product") once an order has been made through our websites ("the websites"). Revolutions 52 will provide these services on the terms set out in this Services Agreement. Additionally, Revolutions 52 will provide for delivery of such products to the customer.

1. Services

1.1 Revolutions 52, acting as independent contractor under your instructions in relation to the performance of marketplace services, will offer the R52 Marketplace for customers to purchase your products over our websites and on instruction from you.

1.2 Revolutions 52 will provide the Services pursuant to this agreement until termination in accordance with its terms.

1.3 You agree that Revolutions 52 is free to act in any capacity for any other person interested in promoting, marketing and obtaining orders from members of the public for the purchase of their contributions over the website, including any contributions that is the same as, or similar to, your products.

2. License and standing instructions

2.1 You grant Revolutions 52 a non-exclusive royalty free license to use your intellectual property relating to your products for the purpose of enabling us to carry out the Services.

2.2 You hereby instruct Revolutions 52 to facilitate the sale of your product which includes payment and processing for your product (s) in respect of the orders placed by the customers via the website and Revolutions 52 will facilitate such payment through Stripe Payment Processing, in accordance with reasonable business practices unless you otherwise instruct prior to the placement of that order by a customer.

3. Taxation responsibility

3.1 You will receive a 1099 form for payments made to you. You are accountable to pay any appropriate taxes on the money we pay you.

R52 terms of use

R52 is a web service built on the R52 platform. The general terms of R52 below apply also to the use of R52

The service provider reserves the right to change these terms of use if required.

Rights of Content

The users themselves retain the right to all text, pictures and other content that they create in the service. The users allow others to utilize the content in accordance with the nature of the service and furthermore allow the service provider to file information and data and make changes that are necessary for the service or the study, however other rights are not transferred from the users, unless specifically otherwise agreed. The responsibility of the content lies with the user, who has produced it to the service. The service provider has the right to remove any material when it deems it necessary.

Disclaimer

No guarantees of the functioning of the R52 service are given. The users are themselves responsible for their actions in the service and they should estimate the reliability of other users before dealing with them. The service provider can under no circumstances be liable for damage that is caused to the user. The user may not store any information or data in the service, and expect it to remain there.

The Removal of a User

The service provider has the right to remove any users from R52 and terminate their right of use of the service without any specific reason and without being liable for compensation.

Applicable Jurisdiction

The jurisdiction that is applicable in this service and these terms of use is that of USA, unless something else is required by binding law.