One Lemon Street (“we”, “us”) is an online marketplace where you can sell your products to customers around the world. We want to make sure that you (the “Seller”) and your customers (the “Customer”) have a positive experience on One Lemon Street so these terms are here to help ensure that happens. This is a legal agreement so some of the terms are necessarily legalese but please read on to find out more about your rights, and your obligations, as a Seller.

By becoming a Seller with One Lemon Street, you are agreeing to the terms of this Agreement, our website Terms of Use and all other Policies that we make available to you. It is important that you read and understand the terms contained in this Agreement prior to agreeing to them.

We may decide to amend this Agreement from time to time. If we make changes to the terms of this Agreement we will post the updated Agreement on www.onelemonstreet.com (the “Site”) and if the changes are substantial we will notify you by e-mail that the terms have been updated. You acknowledge that it is your responsibility to check the Site on a regular basis to keep up-to-date and notified of any changes to this Agreement.

DEFINITIONS

In this Agreement, the following words shall have the following meanings only:

“Active Seller” means a Seller that has (i) accessed the CMS on a cadence of at least six weeks since joining the Site, and (ii) has at least five (5) Products available for sale via the Site;

“Cancellable Product” means any Product other than a Non-Cancellable Product;

“CMS” means the content management system we provide to you in order to manage your Storefront and transactions;

“Commission Fee” means the amount of 25% of the total value of the sale made by you to a Customer via the Site;

“Confidential Information” means any information that would reasonably be regarded as confidential, including but not limited to, business plans, operations, trade secrets, strategies, software, content, supplier information, customer information or plans of either party;

“Customer” means a person(s), firm or company who enters into or is invited to enter into any transaction to purchase Product(s) from You through the Site;

“Inactive Seller” means a Seller that does not meet the requirements set out above for an Active Seller;

“IPR” means all the intellectual property rights conferred by the law of any country or jurisdiction in the world (including by statute) in relation to any work, mark, design, invention, confidential information, know-how and trade secret that may be afforded copyright, trademark, patent, design or any other intellectual property protection;

“Policies” means any documentation that we provide to you, (including, without limitation, our Product Upload Guide and Vendor Profile Guide), relating to your usage of the Service;

“Non-Cancellable Product” has the meaning ascribed to it in Section C of this Agreement;

“One Lemon Street” means One Lemon Street Marketplace Limited (a company incorporated and registered in Ireland with company number is 614751);

“The Site” means http://onelemonstreet.com or such other web address that One Lemon Street in its sole discretion selects as a replacement that it makes the One Lemon Street marketplace available on;

“Products” means the goods, services or information that you wish to promote and sell through the Site;

“Product Page” means the page where your Product is displayed along with the relevant information relating to that Product;

“Returns & Refunds Process” means the process set out in Clause 8 (Returns and Refunds) of this Agreement or the process we set out in the Terms of Service;

“Seller” or “You” means an entity that sells its Products through the Site;

“Seller Information” means any information that you provide to us, in any form, whether directly or on your behalf;

“Service” means the Site provided by One Lemon Street, as further described in this Agreement;

“Storefront” means an area of the Site dedicated for use by you to describe yourself and your Products;

Headings are illustrative only and shall not affect the construction of this Agreement. Words expressed in the singular shall include the plural and vice versa.

References to a person include an individual, company, corporation, firm or partnership.

1. Exclusivity

This Agreement is non-exclusive and you may sell your Products through any other channels or direct form of trade. Notwithstanding the foregoing, if you market a Product as “Exclusive” through the Site or agrees with One Lemon Street that a particular Product or range of Products will be “Exclusive”, that Product shall, for any period during which that Product is marked as “Exclusive”, be available only for purchase on an exclusive basis on the Site and not be made available elsewhere, including on any other online marketplaces.

2. Our Obligations to You

Once you have been accepted as a Seller on the Site, we will provision you with a password or unique login that you may use to access our CMS and begin uploading Products to your Storefront. We will use reasonable efforts to provide the Service with reasonable skill and care and restore any faults in the Service as soon as reasonably practicable.

We reserve the right to alter the Service at any time, including any functionality on the Site. In the event that you provide any feedback on changes we make to the site and such feedback is incorporated or implemented by Us, You acknowledge and agree that we own all proprietary rights to such changes and you do not have any proprietary rights associated with any feedback you may provide to us.

One Lemon Street provides you with a platform to offer and sell your Products directly to Customers. In doing so, you are authorising and appointing us as your commercial agent to directly negotiate and/or conclude the sale and/or purchase of your Products between you and your Customers via the Site and One Lemon Street accepts this appointment on the terms of this Agreement.

You understand and agree that any contract to sell and buy Products is made only between you and the Customer that purchased your Product and we are not a party to any such contract. We facilitate the negotiation of the sale of Products between Customers and Sellers through the use of the messaging facilities that we provide you, together with the Services that contribute to increasing your goodwill and promoting your Products on the Site.

We do not own or possess the Products you make available for sale via the Site. You acknowledge and agree that we have sole discretion regarding our selection of prospective Sellers to make their Products available via the Site.

3. Your obligations as a Seller

A: Security

You must at all times only use a secure internet connection to access the Site. Access to the Site must be maintained at your own costs and you must ensure that you are accessing the Site from a computer that is free from any viruses or bugs that will interfere or disrupt the Service.

You must keep your means of accessing the Site secure, which includes not sharing any passwords outside of your organisation and on a strictly need-to-know basis. If you have reason to believe that your password or any other security device that you use to access the Site has become known to an unauthorised third party you must notify us immediately.

We may, at our sole discretion, suspend your access to the Service if at any time we believe there has been or is likely to be a breach of security, breach of confidentiality or that you have misused the Service that we make available to you. If we suspend your Service we will notify you and provide you with an opportunity to take any steps reasonably possible to reactivate your access to the Site and to restore the provision of the Service (for example, by changing your passwords).

B. Your Storefont

General. You must keep your Storefront up-to-date at all times. We have absolute discretion as to the look, feel and content of the Site, including your Storefront and the Product Pages that feature your Products. We may also, at our discretion, modify or remove any Seller Information that your have provided on the Site. You should ensure that your Products comply with the requirements or Policies that we make available to you from time to time.

C: Product Images. You product imagery must be of a top industry standard at all times and abide by any Site requirements. We may unpublish your Storefront or any Product Pages featuring your Products at any time and require you to make improvements to these pages before we approve of publication.

D: Product Information. You must ensure all information that you provide on your Storefront and Product Pages is true, accurate, current and complete. You must not provide any information that is:

  • false, inaccurate or misleading;
  • offensive, indecent, immoral, obscene, pornographic, menacing, abusive, defamatory or derogatory about another Seller on the Site;
  • unlawful or in breach of any law or regulation;
  • adversely affect the reputation of our Site or the One Lemon Street brand;
  • may cause harm or liability to One Lemon Street, the Site, Customers or other Sellers; and
  • contains any bugs or viruses.

E: Personalisation. If a Product is a personalised Product you must indicate this clearly on the applicable Product Page and clearly indicate whether the Product requires Customer approval or additional information from the Customer prior to commencing production.

F: Product Specifics. You must also clearly state:

  • the expected production and delivery times for all Products;
  • If a Product is a non-cancellable Product or a non-refundable Product;
  • If a Product is fragile or perishable;
  • The correct postage and packaging costs within your Storefront;

G: Contact Information. You must not display within your Storefront or on any of your Product Pages:

  • Any information or details that can be used by Customers to contact you directly outside of the messaging service provided in the CMS; and
  • Any direct or indirect links back to your own website, social media or email, or any other marketplaces or websites that you make your Products available for sale on.

H: Stock. If your Products are out of stock you must update the stock availability as soon as reasonably possible using the CMS. You must also ensure that any stock that will no longer be available is removed from your Storefront. If your Products remain out of stock for a prolonged period of time you must remove the stock from your Storefront. If a Customer places an order for an item which is in fact out of stock and has not been displayed as such and the Customer consequently requires a refund, we may charge you the Commission Fee for that order.

I: Pricing. Prices should be displayed as the total price and fully inclusive of all taxes and additional charges except for postage and packaging which must be displayed separately. You are responsible for calculating the correct sales tax (including VAT) that may be applicable to your products or services. You have complete discretion over how you wish to price your Products.

J: Product listing and categorisation.

i. Within three (3) weeks of your acceptance of your application, you will work cooperatively with our team to ensure your Product range is uploaded and your Storefront is set live. If you fail to do so, we may suspend your Storefront and reactivation of your Storefront shall be at our sole discretion.

ii. You must upload your Products in accordance with the Product Upload Guide that we make available to you and you will incorporate any feedback or instructions that we may provide you with from time to time with regards to the presentation of your Products on the Site. Your Product listings must be complete and accurate and you should ensure that you correctly categorise your Products on the Site to enable customers to easily search for yours and similar products. We retain all discretion regarding Product categorisation on the Site.

iii. You must not list the same Product more than once. You may list variations of a Product (such as colour or size) provided they are not listed as separate Products.

iv. You should not use keywords or tags in a spamming manner or use any other similar techniques in your Product listings in order to misleadingly direct traffic from another page to yours.

v. If you are listing a Product that is identical to another Seller’s product, any issues regarding IPR ownership must be resolved between you and the other Seller. We shall have no liability whatsoever for any issues arising from such scenario.

4. Compliance with Laws

You shall comply, and shall ensure that any third parties performing activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing or selling activities, or activities that otherwise may be detrimental to the Site, our brand, OLS Customers, or to the public in general. Export laws and regulations of your local jurisdiction, and any other relevant local export laws and regulations, may apply to your Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer your Products to prohibited countries or individuals or permit use of the Products by prohibited countries or individuals.

You must also comply with all relevant laws relating to the safety of your Products, including without limitation, any EU requirements relating you product marking, certification, packaging, marketing and delivery of the Products you sell (for example if your product is perishable and/or edible).

5. Product Defects

You must inform us as soon as reasonably possible of any claim against you or your company arising out of a Product defect or failure to properly mark or certify your Product if you make such Product available for sale on the Site. You agree that you shall fully indemnify and hold harmless One Lemon Street against any and all liabilities, costs, expenses, fines, damages and losses (including any direct, indirect or consequential losses) we incur in connection with any claim brought against us, including any costs or expenses incurred by One Lemon Street in the defence or settlement of such claim. In the event of a product recall, you must comply with any reasonable instructions that we may make to you regarding removing Products from the Site or we may decide to immediately remove your Product(s) from the Site, which we shall be entitled to do so.

6. Insurance

You shall maintain at all times, at your own cost, comprehensive and appropriate insurance with a reputable insurer. If requested, you shall provide One Lemon Street with a copy of the certificate of such insurance.

7. Term and Termination

a. Term

This Agreement will apply from the date of your acceptance as a Seller on One Lemon Street and for as long as you participate as a Seller on One Lemon Street, until terminated.

b. Termination Without Cause

We may terminate this Agreement on sixty (60) days written notice. You may terminate this Agreement on sixty (60) days written notice to One Lemon Street provided that you have been an Active Seller for at least 12 months.

c. Termination of Inactive Seller

If you are an Inactive Seller, then we may terminate this Agreement on thirty (30) days written notice to you. If, within twenty-one (21) days from the date of such notice, you present us with a plan that will result in you becoming an Active Seller we will consider this plan in good faith. We may then choose to notify you in writing that we withdraw our notice of termination, in which case the Agreement will not terminate.

d. Termination for Cause

We may terminate this Agreement and/or suspend your access to the Site: (i) upon thirty (30) days’ notice to you of a material breach committed by you if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you violate the Customer Terms of Service or applicable local, state, federal, or foreign laws or regulations, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, other Sellers, our brand, or our customers.

e. Effects of Expiration/Termination

Expiration of this Agreement, and termination of this Agreement without cause by us or by you with cause, shall not affect our obligation to pay you for sales of your Products under this Agreement, so long as such sums are recognized by us within thirty (30) days after the date of such termination or expiration. We will not pay you for payments recognized by us on your Products after thirty (30) days after the date of such termination or expiration. For the avoidance of doubt, Your obligation to pay us any outstanding Commission Fee or any other sums owed to us under this Agreement shall continue after termination. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay you will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive any sums due prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive any payments after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of your Shopfront and delete all Product Listings.

Upon termination or expiration, you will immediately discontinue all use of our trademark, and will remove all One Lemon Street references from your website(s), social media and other collateral.

8. Selling through One Lemon Street

a. The Contract of Sale

i. You acknowledge and agree that following acceptance of an order through the CMS, such an acceptance is also deemed to be an irrevocable instruction by you to One Lemon Street to conclude a contract of sale between you and the Customer. The contract of sale between you and the Customer is concluded when we (acting as your commercial agent) send an order confirmation email to the Customer. WE HAVE NO RESPONSIBILITY FOR THE PERFORMANCE OF ANY SUCH CONTRACT.

ii. You acknowledge and agree that the terms and conditions relating to any such contract shall comprise the contract of sale between you and the Customer, such terms shall include the email confirmation relating to the Customer’s order and the applicable details on the relevant Product page. The Seller agrees to be bound by all such provisions.

b. Processing Customer Orders

i. We shall notify You by email of any order awaiting your acceptance. You acknowledge that it is your responsibility to check regularly for notice of any new orders, which includes accessing the CMS on a regular basis.

Ii. You must confirm your acceptance or rejection of an order and provide an estimated dispatch date for the order via the CMS within 48 hours of receiving notification of the order. You should use reasonable endeavours to fulfil the order as soon as possible and ensure that delivery of the order takes place in accordance with delivery timelines that you have made available on your Storefront, Product page or in any correspondence between You and your Customer.

iii. We recommend that you keep your Customer updated via the CMS at the following stages:

  • When you receive an order notification, with an estimated dispatch date;
  • When you dispatch an order (you should also provide an expected delivery date);
  • When you receive any enquiries relating to the order;
  • When you have received a returned item; and
  • When you are processing an exchange or refund.

vi. You should include with all orders the appropriate One Lemon Street co-branded dispatch letter, and such additional documentation or material that we may provide you with from time to time.

9. Your communication with Customers

i. You shall ensure that any and all correspondence with any Customer shall:

a. be solely for the purposes of processing and/or progressing a Customer order;

b. be via the CMS;

c. not include any reference to your own website, social media pages, email address, other correspondence address or any other promotion of services outside those offered through or by One Lemon Street.

iii. Any breach of this section of the Agreement shall constitute a material breach of the Agreement and will result in immediate termination.

iv. You must respond to any Customer enquiries or Customer complaints promptly and courteously within twenty-four hours of receipt. You shall notify One Lemon Street of any escalated unresolved Customer enquiries by email to hello@onelemonstreet.com as soon as possible and we retain full discretion to resolve such complaints as we see fit (which may include providing a refund).

10. Returns and Refunds

i. If a customer requests a refund from you in relation to a Product purchased from you via the Site, you must resolve the request through the CMS in accordance with the Refund and Returns policy displayed on the Site. ANY REFUNDS ISSUED MUST BE PROCESSED THROUGH THE CMS AND THE ONE LEMON STREET PAYMENT PROVIDER, NOT BY ANY OTHER MEANS.

ii. In the event of a refund issued by you to the Customer, we shall repay the Commission Fee paid in respect of the refunded Products. Refunds must only be provided on Cancellable Products. Any refunds provided on Non-Cancellable Products will not be processed by One Lemon Street and you shall not be entitled to receive a refunded Commission Fee in respect of that Product.

iiI. You should clearly display on your Storefront an address for customers to return Cancellable Products when requesting a refund.

Iv. We reserve the right process a refund for a Product as your payment agent where (i) you request us to do so using funds held on your behalf, or (ii) where you have not acted in accordance with the Returns & Refunds Policy. In the event of (ii) you shall promptly reimburse One Lemon Street from funds held by us on your behalf or by providing us with payment for the amount equal to the refund.

11. Delivery

You must at all times comply with any delivery policies stated on your Storefront or made available to you by One Lemon Street from time to time. This includes delivery charges made by you.

12. Your use of the CMS

You shall not use the CMS or the Site beyond the scope of use set out in this Agreement and for the purpose of facilitating sales of your products via the Site. You acknowledge that any IPR in the CMS are exclusively owned by One Lemon Street and any attempt by You to copy, reverse engineer or do any other restricted act shall amount to an infringement of such IPR.

13. Our intellectual property rights

All IPR that subsists in One Lemon Street which includes, without limitation, our Site, documentation, software, brand, logo and goodwill, is exclusively owned by One Lemon Street. We may from time to time provide you with a license to use our logo for promotional purposes and strictly for the purposes of marketing yourself as a One Lemon Street Seller. Any use of our logo must be used in accordance with our written instructions and any brand guidance documentation we make available to you.

We grant you a non-exclusive, non-transferable, revocable and limited license for the duration of this Agreement to use any Software that we provide you with access to, including the CMS, solely for the purpose of uploading and selling your Products via the Site. Nothing in this agreement shall be deemed an assignment or transfer of our IPR to you.

14. Your intellectual property rights

You must be the beneficial owner of any and all IPR in your Products and/or have a valid license to use any IPR not owned by you. You should not be infringing any third party rights by selling or marketing your Products on One Lemon Street. This means you are prohibited from selling any replica or copies of any other brand, designer or products.

You agree to provide One Lemon Street with a limited license to use any content that you provide One Lemon Street either through the CMS, via your Storefront, or by any other means (this includes social media content) for us to use in promotion of your Products, the Site and the One Lemon Street brand via any and all distribution channels. You also agree to waive your right to be acknowledged as the author of such content.

You agree to indemnify One Lemon Street in full for any damages, liabilities, costs, losses or expenses incurred by One Lemon Street relating to any claims received by One Lemon Street as a result of your breach of this section in respect of your violation of a third party’s IPR. We reserve the right to control the conduct of the proceedings relating to the claim. In the event that we request for you to take conduct of the defence to any claims received by One Lemon Street in relation to your products, you will not agree to compromise, settlement or admission of liability without written confirmation by One Lemon Street.

If you receive any claim relating to your Products being in violation of a third party’s IPR you should notify One Lemon Street immediately and as soon as reasonably possible remove such products from the Site.

15. Marketing

We may from time to time offer promotions in order to market the Site and/or your Products. If the promotion is entirely initiated by us, we will bear the costs for such promotion. You will notify us promptly before the promotion has commenced if you do not wish to be involved with or participate as a Seller in the One Lemon Street promotion. You will use best endeavours to further promote the One Lemon Street promotion via your social media channels.

16. Revenue Share

The Revenue Share payable to us by You shall be 25% of the value of the total amount payable by a Customer in relation to a Product of yours sold through the Site. For the avoidance of doubt, the total value shall include any delivery charges charged by you to Customers.
We agree to refund any Revenue Share received by Us in respect of sold Products that have subsequently been refunded in accordance with the terms of this Agreement.

You shall pay be liable for payment in full for the Revenue Share that may occur in accordance with this Agreement. Such sums are subject to value added tax, or any other similar taxes in addition to the payment due. You must remit such payments in full within seven (7) days of the payment becoming due, without any deductions including, without limitation, by way of set-off, withholding, rebate, credit, discount, counter-claim or otherwise.

Non-payment under this Agreement shall be deemed to be a material breach and may result in the termination of this Agreement and/or suspension of your Storefront, without any further obligation by One Lemon Street to pay you any Revenue Share owed under this Agreement.

We will pay you on a weekly basis for Products purchased via the Site minus any Revenue Share owed to us in respect of the purchases within 15-21 days in arrears following your acceptance of the order via the CMS. In order for you to be eligible to receive payment, we must have received payment for the respective Product on your behalf via One Lemon Street’s payment processing system. Our payments to you will be made in the local currency of your bank account and subject to standard currency exchange rates. We may from time to time withhold payments to you if (i) we anticipate a refund may become due, or (ii) we have paid a refund on your behalf to a customer who purchased a Product of yours. If such sums are no longer required to be held by One Lemon Street we will make the funds available to you in the next weekly payment cycle.

In order to be eligible for payment you must have have provided accurate and up to date information in your Vendor Profile. We shall not be responsible for any losses incurred by you as a result of inaccurate banking information being provided to us by you.

17. Representations and Warranties

You represent and warrant that: (i) your participation in this Agreement and as a One Lemon Street Seller will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to enter into this Agreement and provide the information required from you in order to become a Seller.

18. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation as a Seller, (b) our use of the Product information and Customer data you provide us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Site, the CMS or any other One Lemon Street service we make available to you, (e) our use of your branding and trademarks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

19. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties

WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SITE OR THE CMS FOR ANY PURPOSE. THE SITE MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SITE, THE SERVICE WE PROVIDE SELLERS AND THE SELLER PROGRAM WE MAKE AVAILABLE ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE THE SITE, THE CMS AND THE SELLER PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION FEE AMOUNTS THAT YOU HAVE ACTUALLY EARNED IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED €5,000.

20. General

a. Amendment; No Waiver

We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted on the Site and we will notify you by email that an updated version is available. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.

If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate sixty (60) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Applicable Law

This Agreement shall be governed by the laws of Ireland, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the courts of Ireland.

c. Force Majeure

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Actions Permitted

Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e. Relationship of the Parties

Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

f. Severability

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Notices

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

h. Entire Agreement

This Agreement is the entire agreement between us for the One Lemon Street Seller program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Site or dependent on any oral or written public comments made by us regarding future functionality or features of the Site. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

i. Assignment.

You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

j. No Third Party Beneficiaries

Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Program Policies.

We may change the Program Policies from time to time by updating our website. Your participation as a Seller is subject to the Program Policies, which are incorporated herein by reference.

l. No Licenses

We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, our software, our trademarks, or any other property or right of ours.

m. Authority

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

n. Survival

The following sections shall survive the expiration or termination of this Agreement: ‘Revenue Share’, ‘Our intellectual property rights’, ‘Effects of Expiration/Termination’, ‘Confidentiality’, ‘ Indemnification’, ‘Disclaimers; Limitations of Liability’ and ‘General’.