Bubble Goods Vendor Agreement

This Vendor agreement (the “Agreement”) describes the terms and conditions on which Bubble Goods, Inc. (“Bubble,” “we” or “us”) offers you access to sell merchandise (“Items”) on bubblegoods.com and all its related sites, services, applications, and tools (each and collectively, the “Site”) or in any other way via Bubble.  Any person or business entity which subscribes to sell Items on the Site or via Bubble (a “Vendor” or “you”) must accept all of the terms and conditions contained in this Agreement.  Your use of the Site constitutes your express agreement to the terms of this Agreement.  If you do not agree to the terms of this Agreement, you may not sell Items on the Site or sell Items via Bubble.  

1. Subscription Term The term of this Agreement (“Subscription Term”) shall be one year; the Agreement automatically renews for additional one year terms until terminated under this Agreement.  This Agreement shall become effective and the Subscription Term commences upon Bubble’s receipt of your acceptance of this Agreement.

2. The Bubble Site The Site provides a venue for Vendors to sell Items to buyers (“Buyers”).  The sale is made directly between the Vendor and the Buyer and the role of Bubble is limited to making the Site available as a marketplace, facilitating processing for payment and maintaining the Site.  Bubble is not an agent of either the Buyer or the Vendor for any purpose. Bubble is not responsible for any negligence, misconduct or other inappropriate or un-businesslike behavior by a Buyer or Vendor in connection with any sale transaction entered into on or through the Site.  Bubble is not responsible for the availability, quality, or delivery of Items sold and does not control the information provided by Vendors (although we do approve the format of content)  or Buyers nor their acts or omissions. We are not responsible for the transfer of legal ownership of Items from a Vendor to a Buyer.  We have sole control over the look, feel, content, operations and evolution of the Site, and may modify the Site and any content in our sole discretion.  Bubble is independent from the Vendor and from the Buyer and no agency, partnership, joint venture, employee-employer or franchiser-franchisee or fiduciary relationship is intended or created by the operation of this Site by Bubble.  The provisions of the Commercial Agents Directive (86/653/EC) as implemented in any European jurisdiction (for example, in the UK via the Commercial Agents Regulations 1993) are expressly excluded from this Agreement.  By using the Site, Buyers select and purchase goods marketed by Vendors, solely of their own initiative, placing orders via the Site or as otherwise directed.  You acknowledge that bubblegoods.com has no control over the ultimate price Items are sold at or any sales terms ultimately entered into between you and a Buyer.  Bubble receives payment from the Vendors in order for the Vendors to participate in the Site.  Bubble may, but is not obligated to, provide intermediary services between the Buyer and Vendor in connection with customer service or dispute resolution matters.  In the event Bubble elects in its sole discretion to provide intermediary services, then the decision of Bubble is final and binding on all parties and cannot be appealed, challenged or reversed.  The Vendor is responsible for accurately describing the Items it is offering to sell and for delivering the Items to the Buyer in accordance with the arrangements made between Buyer and Vendor (Bubble may facilitate shipping items between the Vendor and the Buyer), including transfer of title and payment of all applicable taxes, fees and charges, including without limitation, sales tax, use tax, internet sales tax, VAT, import/export duty, and/or regulatory permit fees to the appropriate authority.

3. Eligibility to Use the Site You must be 18 years of age or older to use this Site.  This Site is not directed at children under the age of 13 and does not knowingly collect information from such children.

4. Registration and Account Access Registration by Vendors is required in order to participate in the Site.  The Vendor is required to provide certain information and to select a password to be used to create and access its account.  This password and other registration details should be kept safe and not shared with anyone without your consent.  You will be liable for all breaches committed by third parties who use the Site using your password and registration details.  You must notify us if your password or registration details have been compromised.  Registrants may voluntarily provide additional information in the registration process to personalize their accounts.  Registrants may access their accounts to view their profile information as well as transaction information by clicking the icon on the home page of the Site after logging in.

Before a Vendor is permitted to register to participate in the Site, the Vendor is required to undergo an approval process by Bubble, which includes, without limitation, Bubble’s review of the products that the Vendor intends to offer through the Site.

5. Services and Fees; Taxes; Shipping Bubble agrees to publish images and information relating to Items provided by the Vendor on the Site during the Subscription Term. Bubble reserves the right to reformat the data and images received in order to accommodate the format of the Site.  Bubble further reserves the right to publish images and information relating to Items as it deems fit.  

Vendor agrees to pay the Bubble Commission (for Vendors joining before January 14, 2019  25% of the MSRP, of the item sold; for Vendors joining on or after January 14, 2019 35% of the MSRP, price of the item sold), per 1 month payout for Stripe processing or estimated around $1.40 flat fee per 2 week payout for TransferWise processing), and any other fees (“Fees”) for the services provided by Bubble, which will be made available to Vendor by Bubble (each and collectively, the “Vendor Admin”).  All Fees are quoted in U.S. Dollars. Please note that any account overdue by 14 days following receipt of a Bubble invoice or monthly statement may be subject to a $100 late charge or 1.5% per month (annual percentage rate of 18%) or the maximum legal rate.  Bubble shall deduct all applicable Fees from amounts due to Vendor in our sole discretion.

Bubble shall charge the Buyer the applicable sales, use or other taxes at checkout.  Bubble is responsible for the submission of sales or use taxes to the appropriate taxing authorities on behalf of the Vendor. 

Vendor is solely responsible for shipping the purchased products to the Buyer.  Bubble shall charge the Buyer a standard shipping fee at checkout based on the actual or estimated cost of shipping. Bubble shall provide Vendor with a pre-paid shipping label which Vendor shall use for shipping using one of Bubble’s designated carriers. All sold Items shall be shipped within two (2) business days after the order is placed.  In the unlikely event that an item is lost during shipping, Vendor shall immediately notify Bubble. If Vendor fails to ship Items out within 2 business days, Vendor is subject to termination. Bubble shall provide a replacement shipping label and Vendor shall be responsible for shipping replacement goods at its own cost. If the Items are damaged due to insufficient packaging due to Vendor, incorrect Items were shipped, incorrect quantity of items were shipped or spoiled goods were shipped, and should the customer request this, the Vendor is responsible for shipping replacement goods at its own cost as well as providing a replacement shipping label and supplying Bubble or Buyer with tracking information and confirmation of shipment.    

6. Modification We may amend any of the terms and conditions contained in this Agreement (including the Fees) at any time and at our sole discretion. The terms and conditions which are in force when you use the Site will govern your use of the Site and the services you receive.  Any changes will be effective upon the posting of the updated agreement on the “Vendor Admin” or on the Site, and you are responsible for reviewing these locations and informing yourself of all applicable changes or notices. All notices of changes to the Agreement will be posted for at least 30 days. You should refer regularly to the Vendor Admin and the Site to understand the current Agreement in force. We may also choose to temporarily change the Fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Site or in the Vendor Admin. YOUR CONTINUED USE OF A SERVICE AFTER BUBBLE’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, YOU MUST TERMINATE THIS AGREEMENT WITHIN THE 30 DAYS NOTIFICATION PERIOD BY GIVING NOTICE AS PROVIDED BELOW.

7. Information Control; Vendor Responsible for All Information Vendors are solely responsible for the accuracy of the information they provide to the Site. Bubble is not responsible for the acts or omissions of users of the Site. Any information you provide to the Site or to us shall be true and accurate.  The Vendor shall use best effort to maintain the accuracy of the information provided to Bubble, including, but not limited to, information relating to the availability of items listed for sale.  Vendor shall immediately notify Bubble of any change in a product’s ingredients, packaging or pricing.  Vendor is responsible for all costs or damages associated with any inaccuracy in the description of an item or inauthentic items.  This may include, but is not limited to, additional costs of shipping incurred by Bubble resulting from inaccurate product descriptions.  Bubble’s determination, including but not limited to the accuracy of the item information, the costs and damages, shall be final.

8. Site/Service Unavailability Bubble relies on the Vendors for information regarding Items and uses its best efforts to see that the Vendors’ descriptions are posted as provided by the Vendor.  However, due to the nature of the internet, occasional glitches, service interruptions or mistakes may cause unintended inaccuracies to appear on the Site. Bubble has the right to correct inaccuracies or mistakes that come to its attention and to void any purchases of Items that display any inaccurate price or other information.  You acknowledge that temporary interruptions in the availability of the Site or the services Bubble provide may occur from time to time as normal events. Also, we may decide to cease making available the Site or any portion of the Site at any time and for any reason or to cease making available any service to you. Under no circumstances will Bubble be held liable for any damages due to such interruptions or lack of availability on the Site or in the services we provide. 

9. Refusal of Transaction Bubble reserves the right to withdraw any Item from the Site or to amend any content on the Site at any time in its sole discretion. Bubble may refuse to provide services to anyone at any time in its sole discretion. Bubble will not be liable to any Vendor, because it has withdrawn any Item from the Site, amended any of the content or denied access to the Site or Bubble’ services.

10. Copyright Infringement We respond to notices of alleged copyright infringement as required by the United States Digital Millennium Copyright Act.  If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached by email at Management@getintothebubble.com.  If you become aware that material appears on this site in violation of a copyright please notify us by email at Management@getintothebubble.com.

11. Limits on Modification to Site; Monitoring We reserve the right, for any reason, in our sole discretion and without notice to you, to terminate, change, suspend or discontinue any aspect of the Site, including, but not limited to, information, products, data, text, music, sound, photographs, graphics, video, messages or other materials (“Content”), features and/or hours of availability, and we will not be liable to you or to any third party for doing so.  We may also impose rules for and limits on use of the Site or restrict your access to part, or all, of the Site without notice or penalty.  We have the right to change these rules and/or limitations at any time, in our sole discretion.

Bubble reserves the right, but accepts no obligation, to monitor any activity and content on the Site. Bubble may investigate any reported violation of applicable law, rule or regulation applicable to Vendors or transactions on the Site and take action that it deems appropriate, including but not limited to issuing warnings, suspending or terminating service, denying access or removing any content from the Site. 

12. Listing and Selling By agreeing to the terms of this Agreement you represent and warrant that: (a) you are legally able to sell and convey full legal title to the Item(s) you list for sale on the Site, (b) each Item you list is currently available for sale, (c) you will sell the Item on the terms listed, and (d) you will process all sales across the Bubble  Site  and pay the applicable Fees.  If a Vendor lists an Item on the Site, the Vendor must make that Item available to be sold through the Site.  Vendors shall not divert Buyers away from the Site once the Buyer has submitted an inquiry or an offer to purchase an Item.  

The selling price for an Item is set by Vendor.  Vendor may offer periodic discounted or sale prices.  Vendor shall not engage in false advertising of its prices.

Bubble reserves the right in its sole and absolute discretion, but not the obligation, to cancel or revoke any sale, including one that has been confirmed, for potential fraudulent activities or regulatory reasons as long as the item has yet to be delivered to the buyer. This includes the right to instruct the Vendor to not ship an item even after the order has been confirmed. Bubble is not liable for canceled or revoked sales.

13. Binding Contract Once a Vendor and Buyer agree on the sale of an Item via the Site a binding contract between the Buyer and the Vendor with respect to the sale and purchase of that Item is created.

Products Offered by Vendors for Sale Vendors shall only sell items that are appropriate for our Site.  In general, if they are not legal for sale in the USA, they are not appropriate for sale on the Site and are not permitted to be sold on the Site.  Items sold on the Site must be pre-approved by Bubble. All prepared food items shall be certified to have been prepared in a certified food safe commercial kitchen.  Vendors shall not list any Items or consummate any transaction initiated on the Site or using the services provided by Bubble that violates or could cause Bubble to violate any applicable law, statute, ordinance or regulation. Bubble shall have sole discretion as to whether a specific item meets the requirements set forth herein and our judgment is binding and final.  In addition, the Site may evolve over time and Bubble’ listing standards may change as a result.   Any samples offered by Vendor to customers of the Site must meet the foregoing standards and all other product description requirements. Vendors shall provide two (2) to three (3) samples of the product Vendor proposes to list on the Site for Bubble’s review, sent to provided address(es) and prior approval at no cost to Bubble;  Vendor may provide to Bubble, upon request and at no cost to Bubble, samples of their products to be distributed to influencers, media or others.

Price Parity Across All Channels   For all Items listed by Vendor on any non-Bubble site (including Vendor’s own web site) or available in store, the Bubble listed price shall be the same or lower than any Vendor listing for that Item on any non-Bubble site or in store.  Violation of this clause may result in termination of this Agreement.  

Vendor Content, Descriptions and Pictures We will publish on the Site images and information in English relating to listed goods that Vendors provide us.  Placement of Items on the Site is determined in Bubble’s sole and absolute discretion.  Bubble does not control and is not responsible for any defect or mistake in the description of the Item; Vendors are solely responsible for Item descriptions, listings and all other Vendor Content.  Listings shall only include text descriptions, graphics, pictures and other content relevant to the description of the specific permissible Item.  Superfluous content must be avoided.  The Vendor must not attempt to entice a Buyer to make a purchase outside of Bubble checkout via any descriptions which appear on the Site.  We will publish the listing information (provided that it meets all standards herein), and we also have a perpetual, irrevocable, royalty-free license to use the listing information and all Vendor Content in advertising and marketing and to publish images and information in other categories/areas of the Site as we deem fit.  Any images created/produced or modified by us are our sole property, and, unless otherwise approved by us, may only be used on the Site and on our affiliated sites or as provided in this Agreement. Vendors grant us a perpetual, non-exclusive, worldwide, royalty-free license to use any and all Vendor Content posted for any purpose, except for reproducing the actual items.  We reserve the right to reformat Vendor Content in order to best serve the needs and formatting of the Site.  

Proprietary Rights As between you and Bubble or any other company whose marks appear on the Site, Bubble (or the respective company) is the owner and/or authorized user of any trademark, registered trademark and/or service mark appearing on the Site, and is the copyright owner or licensee of the Content and/or information on the Site, unless otherwise indicated.  Except as otherwise provided herein, use of the Site does not grant you a license to any Content, features or materials you may access on the Site and you may not modify, rent, lease, loan, sell, distribute or create derivative works of such Content, features or materials, in whole or in part.  Any commercial use of the Site is strictly prohibited, except as allowed herein or otherwise approved by us.  You may not download or save a copy of any of the Content or screens for any purpose except as otherwise provided by Bubble.  If you make use of the Site, other than as provided herein, in doing so you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.  We do not grant any license or other authorization to any user of our trademarks, registered trademarks, service marks, other copyrightable material or any other intellectual property by including them on the Site. The information on the Site including, without limitation, all site design, text, graphics, interfaces, and the selection and arrangements is protected by law including copyright law. Product names, logos, designs, titles, graphics, words or phrases may be protected under law as the trademarks, service marks or trade names of Bubble Goods, Inc. or other entities.  Such trademarks, service marks and trade names may be registered in the United States and internationally. In cases where Bubble distributes to you and for your use our trademarks, service marks, trade names, or other copyrightable material, you may use these in the format in which they are distributed and in compliance with any accompanying instructions given to you.  Outside of Bubble distributed trademarks, service marks, trade names, and other copyrightable material, you agree not to display or use our trademarks, service marks, trade names, other copyrightable material or any other intellectual property in any manner without our prior written permission.  

Links to Third Party Sites You may be able to link to third party websites (“Linked Sites”) from the Site.  Linked Sites are not, however, reviewed, controlled or examined by us in any way and we are not responsible for the content, availability, advertising, products, information or use of user information or other materials of any such Linked Sites, or any additional links contained therein.  These links do not imply our endorsement of or association with the Linked Sites.  It is your sole responsibility to comply with the appropriate terms of service of the Linked Sites as well as with any other obligation under copyright, secrecy, defamation, decency, privacy, security and export laws related to the use of such Linked Sites and any content contained thereon.  In no event shall we be liable, directly or indirectly, to anyone for any loss or damage arising from or occasioned by the creation or use of the Linked Sites or the information or material accessed through these Linked Sites.  You should direct any concerns to that site's administrator or webmaster.  We reserve the exclusive right, at our sole discretion, to add, change, decline or remove, without notice, any feature or link to any of the Linked Sites from the Site and/or introduce different features or links to different users.  Permission must be granted by us for any type of link to the Site.  To seek our permission, you may write to us at the address below.  We reserve the right, however, to deny any request or rescind any permission granted by us to link through such other type of link, and to require termination of any such link to the Site, at our discretion at any time.

Transfer of Title/Risk of Loss  The Vendor of each Item sold on the Site represents that the Vendor will convey clear title of each Item to the Buyer upon receipt by the Vendor (or such nominated third party) of the Total Purchase Price for the Item. In the event the Vendor has requested that Bubble collect and remit payment of the Total Purchase Price, then the Vendor will convey clear title to the Item upon receipt of the Sales Confirmation by the Buyer and receipt by Bubble of the Total Purchase Price.  Risk of loss and title for such Items pass to Buyer upon Buyer’s receipt of the Item. The Vendor represents that the Vendor is the sole owner of each Item the Vendor is offering for sale on the Site or that the Vendor is duly authorized by the owner of the Item to sell the Item and that the Vendor will transfer ownership of the Item to the Buyer free from any claims by third parties.  Vendors are responsible for complying with all laws and regulations applicable to the sale and shipment of items to international buyers.

Vendor Code of Conduct  

Any information or content Vendors supply to the Site in any form or fashion (whether in the subscription, registration, or listing process, or through any email feature or directly) (collectively “Vendor Content”) is subject to following requirements:

1.  Vendor must have all rights to the Vendor Content and such information shall not violate the Intellectual Property Rights of any third party;
2. Vendor Content must be true, accurate, and not misleading;
3. Vendor Content must not violate any applicable law, statute, ordinance or regulation and must not be defamatory, libelous, unlawfully threatening or harassing; 
4. Vendor Content must not contain any viruses, malware, Trojan horses, worms, time bombs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; 
5. Vendor Content shall not link directly or indirectly to anything prohibited under this Agreement;
6. You may not provide Vendor Content that you do not have the right to submit, unless you have the owner's permission; this includes material covered by someone else's copyright, patent, trade secret, privacy, publicity, or any other proprietary right;
7. You may not forge headers or manipulate other identifiers in order to disguise the origin of any Vendor Content you provide;
8. You may not provide any Vendor Content that contains lies, falsehoods or misrepresentations that could damage us or anyone else;
9. You may not provide Vendor Content that is illegal, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourage conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
10. You may not impersonate anyone else or lie about your affiliation with another person or entity in your Vendor Content;
11. You may not use meta tags or any other "hidden text" utilizing any of our or our suppliers' product names or trademarks in your Vendor Content; and
12. You may not provide Vendor Content which disparages us or our vendors, partners, Buyers, representatives and affiliates.

You represent and warrant that you own or otherwise control all of the rights to the Vendor Content that you post; that the content is accurate; that use of the content you supply does not violate this Agreement or any law or regulation; and the content will not cause injury to any person or entity.  We have the right but not the obligation to monitor and edit or remove any Vendor Content.  We do not endorse, or support any views, opinions, recommendations, or advice that may be in Vendor Content, nor do we vouch for its accuracy or its reliability, usefulness, safety or the intellectual property rights of any Vendor Content. We take no responsibility and assume no liability for any Vendor Content posted by you or any third party.  You are responsible for any Vendor Content you post to the site.  We are not responsible for the personally identifiable or other information you choose to submit as Vendor Content and we reserve the right to remove any Vendor Content generated by any user at our sole discretion. You understand that once you post Vendor Content, your content becomes public. We are not responsible for keeping any Vendor Content confidential so if you do not want anyone to read or see that content, do not submit or post it to the Site.  If we allow you to upload Vendor Content, Bubble shall have sole discretion as to whether Vendor Content or a specific Item meets the requirements set forth herein and our judgment is binding and final.  

1. In addition, all Items listed on the Site must meet the following criteria:
1. Be either owned by the listing Vendor or the listing Vendor must have all necessary rights to offer and sell such items on behalf of another party and Buyer must receive good legal title to the offered goods;
2. Be genuine and as-advertised by the Vendor;
3. Be accurately, lawfully comprehensively, and fairly described by the listing Vendor and comply with the Bubble Style Guide;
4. Be listed in proper categories to the best of the Vendor’s reasonable understanding; 
5. Not disparage any person or groups, nor incite intolerance, hatred or violence;
6. Comply with all US import and export laws;
7. Be available for purchase, with Vendors required to keep an inventory up to date and to mark items “sold-out” or “back-ordered” or “out of stock” as soon as possible, and in all cases within one (1) day of being not immediately available for delivery. Failure to do so may result in termination of this Agreement; 
8. Be legal to sell in the US without restriction; and,
9. Not contain refined and artificial sugars, artificial dyes, trans fats nor hydrogenated oils, or preservatives nor fillers, or anything deemed unfit by Bubble for any purpose or reason. 
2. We also require our Vendors to comply with the following business practices. Failure to do so may result in termination of this Agreement:
1. Vendors shall treat all Buyers and Bubble employees or representatives with respect and without discrimination;
2. Vendors shall not disparage Buyers, Bubble, and Bubble employees;
3. Vendors shall commit to use commercially reasonable efforts to answer Buyer inquiries provided by Bubble within 1 business day;
4. Vendors shall maintain inventory levels sufficient to meet all orders, ship/fulfill all orders within the handling period specified per the Item listing after the close of an item’s sale, and to notify Bubble of emergencies where this cannot be met immediately.Vendor is responsible for packing items in a manner adequate to protect the item from damage in shipment and for delivering packed items to the shipper in accordance with the industry best practices.  Shipping and handling fees must be fair and reasonable;
5. Vendors stand behind the descriptions of the Items they list; 
6. Vendors shall maintain appropriate business and liability insurance.  In the event of an insurance claim, Vendor shall provide Bubble with all requested materials or documents; the Vendor is liable for the entire amount of the claim if requested materials or documents are not provided within 7 days after the request was made by Bubble;
7. Refunds or replacements will be issued as and when Bubble sees fit as returns are not accepted at all for any reason.
8. Vendors shall use Bubble provided branding, including but not limited to web logos, email signatures, and in-store badges, as applicable;
9. Vendors must provide accurate contact information and keep contact information up to date; and
10. Vendors must not send SPAM, or have any direct contact with Buyers, and must comply with the CAN-SPAM Act of 2003 and EU Directive 2002/58 on Privacy and Electronic Communications.  Buyer information provided to a Vendor may only be used to complete the Buyer order and shipment  and cannot be used for marketing purposes without Bubble’/that Buyer’s prior written consent. 
3. The Site may be used only for lawful purposes by individuals using authorized services of Bubble.  You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Site. Bubble specifically prohibits any use of the Site, and requires all users to agree not to use the Site, for any of the following:
1. Posting any information or using a payment mechanism which is incomplete, false, inaccurate or not your own;
2. Impersonating another person;
3. Constituting or encouraging conduct that would constitute a criminal offense, giving rise to civil liability or otherwise violate any city, state, national or international law or regulation or which fails to comply with accepted Internet protocol;
4. Posting material that is copyrighted or otherwise owned by a third party unless you are the copyright owner or have the permission of the owner to post it;
5. Posting material that reveals trade secrets, unless you own them or have the permission of the owner;
6. Posting material that infringes on any other intellectual property, privacy or publicity right of another;
7. Transmitting or transferring (by any means) information or software derived from the site to foreign countries or certain foreign nations in violation of US export control laws;
8. Attempting to interfere in any way with the Site’s or Bubble’s networks or network security, or attempting to use the Site’s service to gain unauthorized access to any other computer system
9. Accessing data not intended for you or logging into a server or account which you are not authorized to access;
10. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;
11. Attempting to interfere with service to any user, host or network, including, without limitation, via means of submitting a virus, worm, Trojan Horse or other harmful code to the Site, overloading, “flooding”, “mailbombing” or “crashing”; or sending unsolicited e-mail, including promotions and/or advertising of products or services; or
12. Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

Violations of system or network security may result in civil or criminal liability. We will investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting the user or users who are involved in such violations.  

Fraud Without limiting any other available remedies, Bubble may suspend or terminate this Agreement if we suspect that any Vendor, in our sole discretion, has engaged in fraudulent activity in connection with the Site.

Suspension; Termination Bubble expressly reserves the right to terminate this Agreement, the use of the Site, or to refuse to permit the use of, the Site by any person or entity, at the sole discretion of Bubble, for any reason or no reason at all, and without prior notice. 

Without limiting other remedies, we may, in our sole discretion, limit your activity, immediately remove any or all of your Item listings, warn our users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your access to the Site and refuse to provide our services to you if: (a) you breach this Agreement or behave in an unprofessional manner in Bubble’ sole discretion; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us. We may also immediately terminate this Agreement if you fail to make a payment under this Agreement when due, violate any term of this Agreement or are misusing or threatening to misuse Bubble’s trademark or other intellectual property.  If terminated under this section, you are liable for fees owed and subscription fees for the remainder of the Subscription Term.  

Either party may terminate this Agreement by providing written notice to the other at least thirty (30) days before the expiration of the current Subscription Term or before the end of any subsequent renewal term, with termination effective at the end of the Subscription Term or on the anniversary of the end of the Subscription Term.

Liability Limit  IN NO EVENT SHALL BUBBLE GOODS, INC., ITS AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, SUBSIDIARIES, DIVISIONS, SUCCESSORS, SUPPLIERS, DISTRIBUTORS, AFFILIATES VENDORS, CONTRACTORS, REPRESENTATIVES OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTION RELATED THERETO, INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, OR ANTICIPATED PROFITS, OR LOST BUSINESS, DATA OR SALES, OR COST OF SUBSTITUTE SERVICES, EVEN IF BUBBLE OR ITS REPRESENTATIVE OR SUCH INDIVIDUAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IN NO EVENT SHALL THE TOTAL LIABILITY OF Bubble TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM BREACH OF THIS AGREEMENT EXCEED, IN THE AGGREGATE, $100.00. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL BUBBLE GOODS, INC. OR ITS RESPECTIVE OFFICERS DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, SUBSIDIARIES, DIVISIONS, DISTRIBUTORS, SUPPLIERS, AFFILIATES OR THIRD PARTIES PROVIDING INFORMATION ON THIS SITE HAVE ANY LIABILITY FOR ANY DAMAGES OR LOSSES ARISING OUT OF OR OTHERWISE INCURRED IN CONNECTION WITH THE LOSS OF ANY DATA OR INFORMATION CONTAINED IN YOUR ACCOUNT OR OTHERWISE STORED BY OR ON BEHALF OF BUBBLE..

Indemnity You agree to indemnify, defend and hold Bubble and (as applicable) our parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any loss, claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of or related to your use of the Site, your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.  This indemnification will survive termination.

Release You expressly agree to release Bubble, its affiliates and subsidiaries, and their respective directors, officers, employees, agents, shareholders, partners, successors and assigns (the "Released Parties"), and each of the foregoing, from any and all manner of action, claim or cause of action or suit, at law or in equity, and from any and all losses, damages, costs or expenses, including without limitation court costs and attorneys' fees, which you may have against the Released Parties, or any of them, known or unknown, disclosed or undisclosed, which arise out of or relate in any way to a dispute. You further waive your rights under Section 1542 of the California Civil Code, and any similar law of any applicable jurisdiction, 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." You agree that no joint venture, partnership, employment, or other agency relationship exists between you and Bubble as a result of this Agreement or your use of the Site.

Legal Compliance You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, solicitation of offers to purchase, and sale of Items, including but not limited to any applicable laws relevant to the fact that Items are sold at a distance. Vendor agrees to comply with all applicable laws, rules and regulations in connection with their use of the Site.  The agreements between the Buyer and the Vendor shall not be governed by the U. N. Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Notices Except as explicitly stated otherwise, any notices to Bubble shall be given by registered mail, postage prepaid, to Bubble Goods, Inc., Vendor Services, 414 Broadway 6fl New York, NY 10013. Bubble may give you notice by email, certified mail, postage prepaid and return receipt requested, to the address provided to Bubble.  Postal notice shall be deemed given 3 business days after the date of mailing.

Confidentiality Agreement You expressly agree that the Agreement between you and Bubble is Confidential and that you will not directly or indirectly copy, release, disclose, divulge or permit access to any information relating to your Agreement with Bubble or its terms (“Confidential Information”) to any third party, including without limitation any affiliated entity or customer/buyer, without the prior written consent of Bubble. In the event you are compelled to disclose any Confidential Information pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent regulated body that requires the disclosure of Confidential Information you shall before disclosure notify Bubble in writing, unless such notice is prohibited, so that steps may be taken to attempt to quash or limit any disclosure. This Confidentiality Agreement shall remain in full force and effect notwithstanding any termination of this Agreement.

Arbitration; Waiver of Jury Trial and Class Action Any dispute, controversy or claim arising out of or relating to this Agreement, or its breach, which cannot be resolved between the parties through negotiation within thirty (30) days, shall be submitted to the American Arbitration Association (“AAA”) for mandatory binding arbitration in front of a single arbitrator chosen in accordance with the AAA Rules.  Discovery shall be permitted, but only to the extent that the documents are directly relevant to and needed for fair resolution of one or more of the issues of importance and can be located and produced at a cost that is reasonable in the context of all surrounding facts and circumstances. When the cost and burden of discovery are disproportionate to the likely importance of the requested materials, the arbitrator may deny the requests or require that the requesting party advance the reasonable cost of production to the other side.  The arbitrator may not award non-monetary or equitable relief of any sort, nor award damages inconsistent with this Agreement.   All aspects of the arbitration shall be treated as confidential.  Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce the results of the arbitration or to comply with legal or regulatory requirements.  The arbitrator shall render its award in writing and will include the findings of fact and conclusion of law upon which the award is based.  The result of the arbitration shall bind the parties and judgment on the arbitrators’ award may be entered in any court having jurisdiction.  In addition to any and all other relief to which a Party may be entitled, the arbitrator shall award reasonable attorneys’ fees and costs, including reasonable expert witness fees and costs, to the prevailing Party (should there be one) in any such arbitration. The parties surrender and waive the right to submit any dispute to a court or jury, or to appeal to a higher court.  The parties agree to arbitration on an individual basis. Where enforceable, NEITHER YOU NOR WE SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER VENDORS OR PERSONS, OR ARBITRATE ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.   UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING.  ALSO, THE ARBITRATOR MAY AWARD RELIEF  ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S).  ANY RELIEF AWARDED CANNOT AFFECT OTHER SITE USERS/VENDORS. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). Notwithstanding the foregoing, nothing in this Agreement shall prohibit either party from seeking and obtaining from a court of competent jurisdiction (without necessity of posting bond) injunctive relief in order to preserve the status quo and/or avoid irreparable harm for which monetary damage would be insufficient.

General This Agreement shall be governed in all respects by the laws of the State of New York, USA.  You agree to submit any dispute arising under this Agreement to binding arbitration.  We do not guarantee continuous, uninterrupted or secure access to our services, and operation of the Site may be interfered with by numerous factors outside of our control.  If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Bubble, in its sole discretion.  Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.  This Agreement together with any other additional agreements between Vendor and Bubble sets forth the entire understanding and agreement between us with respect to the subject matter hereof.