Vendor Terms of Service
For purposes of this Terms Specific for Vendors (the “Vendor Terms”) of the Dragonscale Terms of Service (the “Terms”), all references to “you” or “your” shall mean you, the individual or entity accessing the Dragonscale Platform in the capacity of a Vendor (as defined in the Terms). If you see an undefined term in these Vendor Terms, it has the same definition as in the Terms.
These terms specific for Vendors (“Vendor Terms”) are a binding legal agreement between you and Dragonscale that govern your use and access to the Site (as defined in the Terms) as a Vendor. When these Vendor Terms mention “Dragonscale,” “we,” “us,” or “our,” it refers to the Starfoil Inc. o/a Dragonscale, 300 Geary Ave, Suite #308, Toronto ON, M6H2C5, Canada.
You agree that the Terms also apply in addition to these Vendor Terms. For the avoidance of doubt where the Terms overlap or conflict with the Vendor Terms, you agree that the Vendor Terms will govern. Subject to these Vendor Terms, the Terms shall remain in full force and effect.
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1. Vendor Applications.
1.1 Vendor Registration.
To register an account as a Vendor with Dragonscale (“Vendor Account”), you must submit an application on the Vendor portal located on the Site or register for a Vendor Account, or as otherwise provided on the Site and amended from time to time.
1.2 Vendor Eligibility.
If you are registering a Vendor Account for a business, organization or other legal entity, you represent and warrant that you have the authority to legally bind that entity and grant us all permissions and licenses provided for in these Terms. Except as we may otherwise provide, individuals may not apply for a Vendor Account unless they are acting on behalf of a business, organization or other legal entity or have registered to do business as a sole proprietor or a similar form of business organization or registration in their applicable jurisdiction.
1.3 Application Eligibility.
To submit an application for or to register a Vendor Account, you must be an individual at least 18 years old or a duly organized, validly existing business, organization or other legal entity in good standing under the laws of the jurisdiction in which you are established and able to enter into legally binding contracts. You must be of legal age to form a binding contract to register an account (in many jurisdictions, this age is 18).
1.4 Additional Requirements and Approval.
Dragonscale may make the approval of your Vendor Account, or certain Vendor-specific areas or features of the Site, subject to certain conditions or requirements, such as completing a verification process or submission of required information (such as articles of incorporation, driver’s license, identification details, entity verification documents, third-party verification and proof that your business exists). All data and information collected and held by Dragonscale shall be used pursuant to our Privacy Policy. Dragonscale is not responsible for and disclaims any and all liability if any information associated with a certain entity or organization is used improperly or falsely by any Third-Party Service Provider.
1.5 Account Approval.
Dragonscale reserves the right in its sole discretion, at any time and without advance notice to you, to approve or disapprove any application or Vendor Account, regardless of the reason. We may request additional information from time to time in the event that we deem it necessary, including general business history, tax numbers and photographic representations of your business activities.
1.6 Accuracy of Registration Information.
You must provide accurate, current and complete information during the registration process and keep your business information up-to-date at all times with Dragonscale. You may not use any name or contact information (including e-mail address, phone number and mailing address) which is not true, accurate, current and complete. Failure to provide accurate, current and complete information may cause delay and disruptions to your account regiration and your use of the Site, including the inability to successfully make Orders, or where Dragonscale cannot obtain any required information within a reasonable period of time, Dragonscale may terminate your Vendor Account and/or cancel any of your Orders.
1.7 Account Limit.
You may not register more than one (1) Vendor Account unless Dragonscale authorizes you to do so in writing. You may not assign or otherwise transfer your Vendor Account to another party, except with the express written consent of Dragonscale.
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2. Vendor Accounts.
2.1 Independence of Vendors.
Your relationship with Dragonscale is that of an independent entity and not an employee, independent contractor, agent, joint venturer or partner of Dragonscale, except that Dragonscale offers to sell certain goods to you pursuant to Purchase Orders made hereof. Dragonscale does not direct or control you, and you agree that you have complete discretion with respect to your own acts and omissions, including any sale or re-sale of goods to your own customers.
2.2 Account Confidentiality.
You are responsible for maintaining the confidentiality and security of your Vendor Account credentials (“Credentials”) and may not disclose such information to any third party. You are also responsible for maintaining the confidentiality and security of any information submitted to Dragonscale or on or through the Site, including information submitted on behalf of an Additional User under your Vendor Account, and you may not disclose any such information to any third party. You must immediately notify Dragonscale if you know or have any reason to suspect that any information under your Vendor Account or your Credentials have been lost, stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Vendor Account. You are liable for any and all activities conducted through your Vendor Account, unless such activities are not authorized by you and you are not otherwise negligent (such as failing to report the unauthorized use or loss of your Credentials).
2.3 Government Embargoes.
You will comply with any applicable export control laws in your local jurisdiction. You also represent and warrant that (i) neither you nor your service(s) are located or take place in a country that is subject to a Canadian Government embargo, or that has been designated by the Canadian Government as a "terrorist supporting" country, and (ii) you are not listed on any Canadian Government list of prohibited or restricted parties.
2.4 Third-Party Verification Services.
When you apply for a Vendor Account, Dragonscale may require that you verify your identity through different options, including verification via a third-party service (“Third-Party Verification Services”). Dragonscale does not verify the identity of any Vendor and is not responsible for verifying any Vendor prior to their use of the Dragonscale Platform. When using any Third-Party Verification Services, you will be providing your information to and engaging directly with the Third-Party Verification Services. In the event that you use Third-Party Verification Services, you agree the Third-Party Verification Service is solely responsible any collection, use, storage, processing, or loss of data you provide to them, and any legal obligations related to such activities, including the capture or storage of any personal information, data or identifiers.
2.5 Communications.
Upon submittion an application, you agree to receiving mandatory communications (which may be by e-mail, on or through the Site or otherwise, in Dragonscale’s discretion) from Dragonscale regarding activity on your application and Vendor Account.
2.6 Additional Users.
We may enable you to authorize individuals or entities associated with you (such as your employee or independent contractors) to access and use your Vendor Account on behalf or for the benefit of the primary Vendor (each, an “Additional User”). All Additional Users shall be deemed to be acting on behalf of the Vendor at all material times. If there are any Additional Users under a Vendor Account, then each Additional User that uses the Site or Services is responsible and liable as if such Additional User was the Vendor.
2.7 Your Account; Your Responsibility.
Vendors should exercise due diligence and care when deciding who to add as an Additional User to their Vendor Account. The Vendor shall remain solely responsible and liable for any and all actions or inactions pursuant to their Vendor Account, including, but not limited to, any Purchase Orders submitted by an Additional User on Vendor’s behalf. Further, the Vendor remains responsible and liable for its own acts and omissions, including, but not limited to, conduct that causes harm or damage to Additional Users. In addition, Additional Users are jointly responsible and severally liable with Vendors for any third party claims arising from the acts and omissions of the Additional User as related to any action or inaction of such Additional User. Dragonscale reserves the right, in our sole discretion, to limit the number of Additional Users a Vendor may have under its Vendor Account, and to limit the number of Purchase Orders that an Additional User may submit. Any actions or inaction by any Additional User under a Vendor Account shall bind the Vendor in the same manner as if the Vendor had engaged in such action or inaction.
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3. Purchase Orders
3.1 Wholesale List.
Upon the approval of your Vendor Account, Dragonscale shall make available to you a wholesale order list (“Order List”) and PO Form (as defined below) which contains a listing of all goods which Dragonscale may make available to you. If the Order List are provided outside of the Site, Vendor acknowledges and agrees that such Order List is only current as of the date on which it was provided to the Vendor. As a Vendor, Dragonscale offers you the right to communicate with us and use the Site to submit written purchase orders for such goods for the subsequent resale to your own customers (each, a “Purchase Order” or “PO”).
3.2 Submitting Purchase Orders.
To make a Purchase Order, you must submit a completed Purchase Order form (“PO Form”) to us in accordance with our instructions, which may be amended in our discretion from time to time. Upon receipt of a PO Form, Dragonscale will review and assess the Purchase Order. Once a PO Form has been internally accepted, Dragonscale will issue an invoice and payment link for you to submit payment in accordance with such invoice.
3.3 Acceptance of Purchase Orders.
You agree that your Purchase Order, including payment of any invoice thereof, is an offer to buy, under these Terms, all goods listed in your invoice. All Purchase Orders must be accepted by us or we will not be obligated to sell any such goods to you. We may choose not to accept your Purchase Order at our sole discretion, even after you have submitted payment and we send you a confirmation email with your order number and details of the goods you have ordered. In the event that we do no accept your Purchase Order after you have made payment thereof, your sole remedy is a refund of any amounts paid pursuant to such invoice and Dragonscale assumes no responsibility, makes no representations and warranties, and disclaims all liability, for the content, accuracy, validity, completeness, legality, reliability, or availability of any Purchaser Orders or goods thereof.
3.4 Legal Obligations.
You are responsible for understanding and complying with any laws, rules, regulations, and contracts with third parties that apply to the sale of any goods obtained from Dragonscale, and you hereby represent and warrant that you are in full compliance of any applicable laws, rules, regulations and contracts applicable to such sale. Check your local laws, regulations, by-laws and rules to learn what rules apply to the sale of any goods obtained herein. Information we provide regarding legal requirements is for informational purposes only and you should independently confirm your obligations. If you have questions about how local laws apply, you should always seek legal advice.
3.5 Cancellation by Us.
In certain circumstances, we may decide, in our sole discretion, that it is necessary to cancel a Purchase Order and initiate corresponding refunds. This may be (i) where Dragonscale does not have goods in a Purchase Order in stock; (ii) where Dragonscale believes in good faith, while taking the legitimate interests of all parties into account, this is necessary to avoid significant harm to Dragonscale, third parties or property, or (iii) for any of the reasons set out in the Terms or these Vendor Terms.
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4. Prices, Payment Terms and Taxes.
4.1 Prices.
All prices, discounts and promotions posted on the Order List are subject to change without notice. The price charged for a product will be the price advertised listed on the invoice and shall only be effective as of the date of such invoice, subject to the terms of any promotions or discounts that may be applicable. The price charged will be clearly stated in your invoice. Price increases will only apply to orders placed after the time of the increase. Posted prices may not include taxes, charges for shipping and handling, and duties and import fees which may apply. All such taxes and charges will be added to the total price under your invoice and will be itemized thereof, and in your order confirmation email upon acceptance of the Order.
4.2 Corrections.
While we strive to display accurate pricing information, we may, on occasion, make inadvertent typographical errors, inaccuracies or omissions related to pricing and availability. We reserve the right to make changes to and correct errors in quoted prices prior to the acceptance of your Purchase Order, and whether or not you have made payment thereof, and to cancel any Purchase Orders arising from such occurrences. We will notify you if there are any changes or correction to any quoted prices, and whether such change or correction is due to error or other type of adjustment.
4.3 Payment Terms.
Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our acceptance of any Purchase Order. In the event that you make payment with a credit card, you represent and warrant that: (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honoured by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted on the invoice at the time that you make payment.
4.4 Taxes.
All prices are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which we may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties (collectively, “Tax” or “Taxes”).
4.5 Tax Information.
In certain jurisdictions, Tax regulations may require that we collect and/or report Tax information about you, or withhold Taxes from payouts to you, or both. If you fail to provide us with documentation that we determine to be sufficient to support any such obligation to withhold Taxes from payouts to you, we may withhold payouts up to the amount as required by law, until sufficient documentation is provided. You agree that Dragonscale may issue on your behalf invoices or similar documentation for HST, GST, consumption or other Taxes for Dragonscale to facilitate accurate tax reporting by you.
4.6 Tax Exemption.
In the event that Vendor claims that applicable Taxes should not apply to your Purchase Orders, Vendor represents that, unless otherwise indicated in writing to Dragonscale, Vendor and its subsidiaries: (i) are not GST/HST registrants in Canada within the meaning of the Excise Tax Act (Canada); (ii) are a non-resident of Canada within the meaning of the Income Tax Act (Canada) and will provide an affidavit to such effect prior to submitting a Purchase Order; (iii) do not have a permanent establishment in Canada within the meaning of the Excise Tax Act (Canada). Vendor shall take all action required to cause the transactions contemplated under each Purchase Order to be treated as tax-exempt transactions. Vendor further agrees that any amounts paid under each Purchase Order will not, and the amounts to be invoiced thereunder (unless expressly agreed by Dragonscale) will not, include any tax with respect to which an exemption is available or indicated by Vendor for it or otherwise. If, after the date first written above under this Agreement, any taxes are levied against Dragonscale pursuant to any Purchase Order due to a breach of the representations and warranties in this section by Vendor, Vendor agrees to indemnify and hold Dragonscale harmless against any and all such taxes owed by Dragonscale.
4.7 Resale Pricing.
Vendor acknowledges that Dragonscale offers its products and goods for resale with the understanding that such resale will be made at competitive prices. Nothing contained herein shall be deemed a representation by Dragonscale that if the Vendor follows any pricing suggestions the Vendor will, in fact, generate or optimize profits.
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5. Shipments, Delivery, Cancellation and Modification.
5.1 Delivery Estimates and Shipping Charges.
Upon acceptance of your Purchase Order, we will arrange for shipment of your goods to you in accordance with Section 8 of our Terms.
Title and risk of loss pass to you upon our transfer of goods to the shipping carrier. All shipping and delivery dates are estimates only and cannot be guaranteed. We are not liable for any delays in shipments. Loss or damage to goods that occurs during shipping shall solely be your responsibility.
5.3 Accuracy.
Dragonscale shall facilitate delivery of your Purchase Order to the shipping address detailed in your Purchase Order. You are solely responsible for ensuring that shipping and billing information is accurate and correct.
5.4 Modification and Cancellations by Vendor.
Once you have made payment on a Purchase Order, there is no guarantee that you will be able to cancel or modify such Purchase Order. If you request a modification or cancellation of a Purchase Order within 24 hours making such order (“Modification Period”), Dragonscale may attempt to modify or cancel such Purchase Order, but at no time shall Dragonscale be obligated to modify or cancel any order. After the expiration of the Modification Period, you may not make an order modification or cancellation request. Instead, you must wait until they receive the order and then request a refund, if applicable, in accordance with this Section 6. Except as provided in Section 6, all sales are final.
5.5 Export.
If any goods being purchased are being purchased for the purposes of export outside of Canada, you shall be solely responsible for identifying and obtaining any required licenses, permits, or registrations for any post-purchase activities they wish to engage in. In addition, manufacturers' warranties for exported goods may vary or even be null and void for goods exported outside Canada. Dragonscale shall not be liable to you for any use or activity mentioned within this Section 5.6.
5.6 Partial Shipment.
Where Dragonscale does not have all goods in a Purchase Order in stock, Dragonscale may, in its sole discretion, ship the goods that are available and ship the out of stock goods as soon as they become available. Where two shipments are required due to a good in a Purchase Order being out of stock, Dragonscale agrees to pay for the additional shipping expense. While Dragonscale may provide an estimated shipping time on the order submission page, no shipping estimate is intended to be a guarantee of when you can expect to receive it.
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6. Returns and Refunds.
6.1 Returns.
As a Vendor, you may not request a return or refund of any Purchase Order, except as explicitly provided in these Vendor Terms.
6.2 Improper Orders.
In the event that you receive defective goods, including damaged product packaging and products with a broken seal, or some goods are missing upon delivery of your Purchaser Order (“Improper Orders”), you may request a return or exchange for any parts of the Improper Order by contacting Dragonscale (“Order Modification Request”) within 24 hours after receipt of such Improper Order (“Improper Order Period”), and by providing the following information: Vendor’s full legal name, order number, items that are damaged or missing from the order, and a brief description of the issue. Dragonscale may initiate an investigation of any Order Modification Request prior to initiating a return, refund or other remedy as hereinafter provided, including requesting to inspect the Improper Order at Dragonscale’s premises.
6.3 Remedy for Improper Orders.
Upon Dragonscale completing its investigation pursuant to Section 6.2 and being satisfied, in its sole discretion, that the Order Modification Request is true and accurate, Dragonscale may, in its sole discretion, and only upon Dragonscale’s receipt of the Improper Order, offer the Vendor: (i) a purchase credit for future orders on the Dragonscale Platform, (ii) offer to deliver the same items to Vendor again or any parts thereof, or (iii) issue a full refund for such Improper Order. Dragonscale will not accept requests to initiate a refund or return after the expiration of applicable time periods described in this Section 6, unless Dragonscale provides written consent to initiate a return or refund outside of such time periods. Initial shipping fees are non-refundable.
6.4 Return Shipping.
You are responsible for all shipping and handling charges on returned items unless otherwise specified. You bear the risk of loss during shipment. Dragonscale strongly recommends that you fully insure your return shipment against loss or damage and that you use a carrier that can provide you with proof of delivery for your protection.
6.5 Refund Processing. All refunds will be credited back to the same payment method used to make the original purchase. WE OFFER NO REFUNDS ON ANY PRODUCTS DESIGNATED ON THIS SITE AS NON-RETURNABLE.
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7. Manufacturer’s Warranty.
Dragonscale does not manufacture or control any of the products or goods offered on our Site or the Order List. The availability of products or goods through our Site or Order List does not indicate an affiliation with or endorsement of any product or manufacturer. Accordingly, we do not provide any conditions or warranties with respect to the products or goods offered on our Site or Order List. However, the products and goods offered on our Site and Order List may be covered by the manufacturer’s warranty, as may be further detailed in the product’s description on our Site and included with the product. To obtain warranty service for defective products, please follow the instructions included in the manufacturer’s warranty. While we may assist you with warranty service, we have no obligation whatsoever to do so
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8. DISCLAIMER.
IF YOU CHOOSE TO USE THE SITE OR ORDER LIST, PURCHASE PRODUCTS OR GOODS OR USE OR RELY UPON ANY DRAGONSCALE CONTENT, YOU DO SO VOLUNTARILY AND AT YOUR SOLE RISK. THE SITE AND DRAGONSCALE CONTENT IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.
ALL PRODUCTS AND SERVICES OFFERED ON THIS SITE AND ORDER LIST ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OR CONDITION WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION: (A) OF MERCHANTABILITY; (B) OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
YOU AGREE THAT SOME PRODUCTS OR GOODS ON THE SITE AND ORDER LIST MAY CARRY INHERENT RISK, AND BY PURCHASING, USING OR RE-SELLING SUCH PRODUCTS OR GOODS, YOU CHOOSE TO ASSUME THOSE RISKS VOLUNTARILY. YOU ASSUME FULL RESPONSIBILITY FOR THE CHOICES YOU MAKE BEFORE, DURING AND AFTER YOUR PURCHASE, USE AND RE-SALE OF ALL PRODUCTS AND GOODS.
SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER CONDITIONS AND WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU. YOU AFFIRM THAT WE SHALL NOT BE LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY BREACH OF WARRANTY OR CONDITION CLAIMS OR FOR ANY DAMAGES ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOUR ITS WARRANTY OBLIGATIONS TO YOU.
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9. LIABILITY.
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, ORDER LIST, AND DRAGONSCALE CONTENT, DELIVERY OF ANY GOODS OR PRODUCTS TO YOU, AVAILABILITY OF ANY GOODS OR PRODUCTS AND USE OF ANY GOODS OR PRODUCTS REMAINS ENTIRELY WITH YOU. DRAGONSCALE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, ORDER LIST DRAGONSCALE CONTENT OR THE PRODUCTS AND SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH (I) THESE TERMS, (II) FROM THE USE OF OR INABILITY TO USE THE SITE, ORDER FORM, YOUR VENDOR ACCOUNT, DRAGONSCALE CONTENT OR ANY PRODUCTS AND GOODS, (III) FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT OR MEET WITH AS A RESULT OF YOUR USE OF THE SITE, ORDER FORM OR SUBMISSION OF A PURCHASE ORDER, OR (IV) FROM YOUR PROVISION OR USE OF ANY PRODUCTS AND GOODS BY YOU OR ANY THIRD-PARTY THEREOF, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT DRAGONSCALE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. EXCEPT FOR OUR OBLIGATIONS TO REFUND AMOUNTS TO YOU PURSUANT TO THESE VENDOR TERMS, IN NO EVENT WILL DRAGONSCALE’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE VENDOR TERMS AND YOUR USE OF THE SITE, ORDER FORM OR PURSUANT TO ANY PURCHASE ORDER INCLUDING, BUT NOT LIMITED TO THE USE OF OR INABILITY TO USE THE SITE OR DRAGONSCALE CONTENT AND IN CONNECTION WITH ANY PRODUCTS AND GOODS EXCEED THE AGGREGATE AMOUNT YOU HAVE PAID FOR SUCH PRODUCT OR GOOD OR ONE HUNDRED CANADIAN DOLLARS (CAD$100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN DRAGONSCALE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
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10. Indemnification.
To the maximum extent permitted by applicable law, you agree to release, defend (at Dragonscale’ option), indemnify, and hold Dragonscale and its affiliates and subsidiaries, including but not limited to, Dragonscale’ officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your breach of these Vendor Terms or our Vendor policies, (ii) your improper use of the Site, Order Form or any product or good, (iii) your or any third-parties use of any product and good, including without limitation any injuries, losses or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such use, or (iv) your breach of any laws, regulations or third party rights.
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11. Force Majeure.
We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms, for any failure or delay in our performance under these Terms when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, tsunami, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, lockouts, strikes or other labour disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.
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12. Confidentiality.
12.1 Confidentiality Obligations.
You, and each Additional User, agree to keep confidential all non-public, proprietary or confidential information that Dragonscale provides to you in connection with your relationship with Dragonscale as a Vendor and any Vendor prices, discounts, pricing terms and promotions. You further agree to only disclose Confidential Information (as defined below) that you receive as a Vendor only to those employees, advisors, agents and representatives of yours, as the case may be, who have a strict need to know the information being shared and who are bound by legal or contractual obligations to protect the confidentiality and security of the Confidential Information that are at least as restrictive as the obligations set forth in this Agreement.
12.2 Definition – Confidential Information.
“Confidential Information” includes, without limitation, data, Dragonscale Content, business information, development plans, product and service roadmap details, systems, strategic plans, source code, services, products, pricing, discounts, promotions, manufacturer terms, manufacturer contact details, methods, processes, financial data, programs, trade secrets, know-how, and marketing plans in any form that are designated as “confidential” or a reasonable person knows or reasonably should understand to be confidential.
12.3 Disclosure Required.
Notwithstanding the restrictions in this Section 12, you may disclose Confidential Information received as a Vendor to the extent required by law, regulation, or court order, provided you first (i) notify Dragonscale in advance, unless providing such notice is prohibited by the applicable legal authority, and (ii) cooperate with reasonable requests of Dragonscale in order to seek a protective order or otherwise prevent or limit the disclosure of the information to third parties.
12.4 Permitted Disclosure.
You shall keep all Confidential Information received as a Vendor in the strictest confidence until such time as, and only to the extent that, such information is (a) already rightfully known to you at the time it is received, free from any obligation to keep such information confidential; (b) or becomes publicly known or available through no wrongful act of you or any third party; (c) rightfully received from a third party without restriction and without breach of this Agreement; or (d) developed by you without the use of any proprietary, non-public information received pursuant to these Vendor Terms.
12.5 Maintaining Privacy and Security.
You shall each take reasonable steps to maintain the privacy and security of the Confidential Information that you receive, using measures that are at least as protective as those taken to protect information of a similar sensitivity that belongs to you, but in no event using less than a reasonable standard of care. In the event of any unauthorized use or disclosure of Dragonscale’s Confidential Information, you agree to provide notice to the affected party of such unauthorized use or disclosure and cooperate to regain control of, and to prevent further unauthorized use or disclosure of, the Confidential Information.
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13. Intellectual Property.
13.1 Intellectual Property Rights.
Vendor acknowledges and agrees that Dragonscale and its licensors own all rights, title, and interest in and to all trademarks, trade names and other commercial symbols and related logos used in connection with Dragonscale and its products and goods, including the trade name “Dragonscale”, together with such other trade names, trademarks, symbols, logos, distinctive names, logo designs, insignia or otherwise which may be designated by Dragonscale from time to time, and not thereafter withdrawn (collectively, the “Intellectual Property”).
13.2 License.
Neither these Terms nor the resale of Dragonscale’s products and goods shall in any way give or be deemed to give to the Vendor any interest in any Intellectual Property. Vendor shall not use the Intellectual Property in any manner calculated to represent that it is the owner of the Intellectual Property. Neither during the term of this Agreement nor at any time thereafter, or the expiration or termination hereof, shall the Vendor, either directly or indirectly, dispute or contest the validity or enforceability of the Intellectual Property, attempt any registration thereof, or attempt to dilute the value of any goodwill attaching to the Intellectual Property. Any goodwill associated with the Intellectual Property shall ensure exclusively to the benefit of Dragonscale and its licensors, as applicable.
13.3 Vendor Obligations.
Without in any way restricting or limiting Section 13 hereof, the Vendor covenants and agrees as follows:
13.3.1
Vendor will not use either the Intellectual Property or any variations thereof as any part of its corporate, firm or business name or for any other purposes, save and except in accordance with these Vendor Terms or as may otherwise be specifically authorized by Dragonscale in writing;
13.3.2
Vendor will not remove, alter, destroy, conceal, edit, adulter, obscure or other tamper with any Intellectual Property or other brand, tradename or product identifier affixed to any product or good or its packaging and contents;
13.3.3
Vendor shall ensure that all products and goods are marketed and distributed with the original branding intact, in accordance with Dragonscale’s branding guidelines, as amended from time to time; and
Any violation hereunder shall constitute a material breach of these Vendor Terms.
13.4 Registration.
Vendor recognizes that Dragonscale makes no representations or warranty to Vendor that any of the Intellectual Property are registered or registerable, that Dragonscale or its applicable licensors have the right or exclusive right to use any of the Intellectual Property, or that the Intellectual Property does not infringe any intellectual property, proprietary or other right of any person.