counter customizable free hit
PLEASE READ THIS MERCHANT AGREEMENT CAREFULLY PRIOR TO USE OF OUR WEB SITE.
Use of the DiaperBeagle.com Web site or other services (collectively, "Service") is binding acceptance of our Merchant Agreement Terms and Conditions ("Agreement.") If you do not agree with this Merchant Agreement, you do not have permission to use the Service.

Registration
To access certain merchant services and privileges of the Web site, you must register as a Merchant with DiaperBeagle.com. You must provide certain and true, current, and complete information about yourself (the "Registration Data") and the company you represent when registering as a Merchant or updating your Registration Data. You agree not to falsify your identity. You agree to maintain and keep your Registration Data current and to update the Registration Data as soon as it changes. You are responsible for maintaining the security of your password. DiaperBeagle and its service providers are not liable for any loss that you may suffer through the use and abuse of your password by others. You agree to notify DiaperBeagle immediately of any unauthorized use of your account or of any other breach of security known to you with respect to the Service. You agree to report any violations of this Agreement by others to DiaperBeagle administration.

Grant of License
You hereby grant to DiaperBeagle, a non-exclusive, worldwide, assignable, royalty-free license on all media, whether existing or hereinafter devised, with which to display, publish, use, reproduce, reformat, compile, archive, distribute, and transmit all materials provided by you to DiaperBeagle ("Member Content") that are not clearly marked as confidential and display your name, trademarks and service marks (as used in connection with Member Content). You may submit Member Content only in accordance with DiaperBeagle's current content submission guidelines. DiaperBeagle shall have no obligation to post Member Content, may remove Member Content, or may change or discontinue the Web site at any time in its sole discretion. DiaperBeagle has no obligation to monitor Member Content submitted by you or others in connection with the Website. As the sole consideration for the license and rights granted to DiaperBeagle under the Agreement, DiaperBeagle will consider posting Member Content on the Web site.

You retain all right, title and interest in (subject to the license granted herein) Member Content you submit to DiaperBeagle, and represent and warrant that such Member Content and the license granted herein (i) is factually accurate; (ii) does not violate any intellectual property rights; (iii) does not contain information which is obscene or defamatory, libels or otherwise injures or interferes with the privacy of others; and (iv) does not require the payment of any kind by DiaperBeagle to others.


Acceptable Use of the Service
Your registration and use of the DiaperBeagle.com Service must be lawful and consistent with the security and reliability of the Service and the World Wide Web. You hereby guarantee that you are authorized by the Company you represent to register and participate fully in the DiaperBeagle.com Web site and Service. You assume full responsibility for the use of the Service by any minors. You accept sole responsiblity for the content of your transmissions and the products you sell through the Service, as well as the full completion of the transaction initiated in accordance with the Service. You acknowledge and agree that DiaperBeagle does not endorse your actions, your contents of communications, or your products or those of other Merchants. In your capacity as a seller, if applicable, you will be solely responsible for all aspects of transaction order processing and fulfillment, including but not limited to processing credit card information, authorization and fraud detection, shipping and handling, buyer support and service inquiries. You must forward all feedback you receive regarding the Service to DiaperBeagle when acting as a merchant seller.

Prohibited Use of the Service
You must not: (a) use the Service for any illegal purpose or for the transmission of any material that is unlawful, harassing, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another; (b) directly or indirectly interfere or attempt to interfere with the proper working of the Web site, any account, or any communication or transaction being conducted on the Web site; (c) use any robot, spider, other automatic device, or manual process to monitor or copy our Web pages or the Content without our prior expressed written permission; (d) take any action which imposes an unreasonable or disproportionately large load on our infrastructure, (e) use or disclose (to anyone except DiaperBeagle) any information you obtain about or from other merchants and users of the Service, or you obtain from DiaperBeagle if such information is marked confidential, for any purpose except fulfillment of orders initiated by the Users or negotiating prices with the Users, (f) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, or manipulate or attempt to manipulate prices, fraudulently misrepresent your product or price, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Service, or (g) send any unsolicited e-mail or advertising to any known user.

Ratings and Reviews
Ratings do not constitute an endorsement of your product or your Merchant account by DiaperBeagle, nor guarantee a level of performance by you or any third party.  DiaperBeagle.com does not guarantee the accuracy or reliability of the public rating services, and assumes no liability for inaccuracy or incompleteness in its search results, editorial content, ratings or other content on the site. Merchants agree not to leave product reviews on the DiaperBeagle Web site.


Warranty and Other Disclaimers
The Merchant agrees that the use of DiaperBeagle.com and its services is at the sole risk of the Merchant, provided on an "As Is" basis.  DiaperBeagle.com shall not be held responsible or liable for any actions taken, either wholly or in part, based on the information provided on DiaperBeagle.com, or for any loss, damage, expense or injury resulting from any transactions conducted with any User or other third party listed on our marketplace. To the maximum extent permitted by law, DiaperBeagle.com EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, AND SERVICES, including representations and warranties of title, non-infringement, freedom from computer viruses, worms, and other operating problems, and implied warranties arising from course of dealing or course of performance. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE MERCHANT FROM DIAPERBEAGLE.COM OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

In addition, DiaperBeagle.com does not represent or warrant that the information accessible via our Web site or other services is always accurate, complete or current, and shall not be liable for or responsible to honor any erroneous information. It is the responsibility of the Merchant to update the price, description and availability of, or any discounts, offers, promotions and coupons relating to, any product or service offerings available on our Web site or through our other services. DIAPERBEAGLE.COM SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU FOR ANY LOSS, DAMAGE, EXPENSE, OR INJURY YOU MAY SUSTAIN THROUGH YOUR RELIANCE UPON INFORMATION OBTAINED FROM OR THROUGH DIAPERBEAGLE.COM'S SERVICES OR YOUR USE OF ANY THIRD PARTY PRODUCTS OR SERVICES, whether or not they were accessed via our Web site or other services.


Limitation of Liability
DIAPERBEAGLE.COM AND DIAPERBEAGLE.COM PARTNERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF MERCHANT'S TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF DIAPERBEAGLE.COM OR DIAPERBEAGLE.COM PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification and Release
You agree to indemnify and hold DiaperBeagle, its subsidiaries, affiliates, officers and employees, and service providers harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Service, the violation of this Agreement by you, or the infringement by you, or other user of the Service using your computer, of any intellectual property or other right of any person or entity.

YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE DIAPERBEAGLE AND ITS SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.


Termination
A breach of any provision of this Agreement provides grounds by which you may no longer use the Service. DiaperBeagle.com may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Service or any part of it at any time, for any reason, without notice to you and without liability to you or any other person or company. If DiaperBeagle terminates this Agreement for any reason, it continues to apply and bind you with respect of your prior use of the Service, including payment of any charges accrued in connection with use of the Service. Upon termination, DiaperBeagle may remove from the Web site and permanently delete and destroy any Member Content that you or others may have posted or submitted without any prior notice or liability to you or any other person.

Other Terms
Our Web site and other services are operated and provided in the State of Tennessee, USA. As such, we are subject to the laws of the State of Tennessee, and such laws will govern this Merchant Agreement, without giving effect to any choice of law rules. We make no representation that our Web site or other services are appropriate, legal or available for use in other locations. Accordingly, if you choose to access our site or other services, you agree to do so subject to the internal laws of the State of Tennessee. You are in the best position to know whether your use of our site or other services may be prohibited or restricted by local laws in your location, and therefore are responsible for compliance with any such laws. We do not guarantee continuous, uninterrupted or secure access to our Web site or other services, and operation of our Web site or other services may be interfered with or adversely affected by numerous factors or circumstances outside of our control. This is the entire agreement and understanding between us regarding the subject matter hereof, and may only be modified as provided above. If any provision of this Merchant Agreement shall be unlawful, void or unenforceable for any reason, the other provisions (and any partially-unenforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum permissible extent. You agree that this Merchant Agreement and any other agreements referenced herein may be assigned by DiaperBeagle.com, in our sole discretion, to a third party in the event of a merger or acquisition. This Merchant Agreement shall apply in addition to, and shall not be superseded by, any other written agreement between us relating to your participation in any other program or service offered by DiaperBeagle.com. You agree that by accepting this Merchant Agreement, you are consenting to the use and disclosure of your personally identifiable information and other practices described in our Privacy Policy.
 
Effective Date:  Merchant Agreement last modified October 3,  2005.