Last Modified: September 29, 2021

As a Registered Vendor, You (You, Your) agree to the following conditions as a seller of products and/or services on CSTAR International, LLC. d/b/a CSTAR International (We, Us) website www.cstarinternational.com (the Website).  We periodically may update these terms, and the most current Agreement date will be listed above.

1. Term; Termination.

    1. Term. This Agreement will apply for as long as You participate, until terminated.
    2. Termination Without Cause. The Parties may terminate this Agreement upon 14 days written notice to the other.
    3. Termination For Cause. We may terminate this Agreement (i) upon 14 days’ notice to You of a breach if such breach remains uncured at the expiration of such period, (ii) immediately, if You breach the terms applicable to shipment of goods or if it is determined that You are selling Your products or services for a lower price elsewhere over the Internet or (iii) immediately, if We determine in our sole discretion that You are acting in a way that has or may negatively reflect upon or affect Us, our brand, or our customers.
    4. Effects of Termination and Expiration. Upon termination or expiration of this Agreement, You will immediately discontinue, cease, and desist from all uses of our servicemarks, and remove any of our information and references from your website(s) and other entities, including, but not limited to, social media accounts.

2. Non-Exclusivity.
This Agreement does not create an exclusive agreement between the Parties. Both We and You will have the right to recommend similar products and services of third parties and to work with other parties in connection with the use of similar services and products that are similar to or compete with Your products and/or services.

3. Products/Services, Fees, New York State Tax, and Commission.

    1. We shall be solely responsible for collecting payments for Your products and/or services sold via the Website. We will email all sales receipts to You. Copies of past sales will be accessible to You in Your personal dashboard when You log onto the portal.
    2. You will make available in Your inventory all products or services certificates/tickets listed on the Website and self-ship when reasonably possible within three (3) days upon sale from the Website. Any and all shipping fees will be paid by You.
    3. With respect to each product or service, We are registered to collect New York State sales tax and will collect and remit sales tax on all taxable sales of tangible personal property that We facilitate for You for delivery to a New York State Address. This statement is presented in lieu of issuing the New York State Marketplace Provider Certificate of Collection ST-150 to You.
    4. We will pay You within the same day that any order is placed for Your products sold on the Website and You will receive a confirmation email of such payment. Each order amount shall equate to the total price set by You and collected by Us, less (i) 13% commission on each sale and (ii) any credit card processing fees (typically 2.9% + .30 of the sale). The foregoing amounts shall be appropriately adjusted to take into account any returns and discounts and You shall provide Us in a timely manner with such actual shipping information as We may request.
    5. During the term of this Agreement, You agree that You shall: (i) make Your products or services commercially available to Our customers via the Website, (ii) comply with all applicable laws and regulations, and (iii) provide Us with written notification within forty-eight (48) hours of problems, i.e. recalls, of Your products, at info@cstarinternational.com

4.  Ownership of Intellectual Property and Data.
We shall own all right, title and interest in and to all applicable rights to patents, copyrights, trademarks, trade secrets and all other intellectual property rights of any kind created for or by Us with respect to the Website or our business, as well as the URLs at which the Website is published and any trademarks and servicemarks related to any such URL. Similarly, You shall own all right, title and interest in and to all applicable rights to patents, copyrights, trademarks, trade secrets and all other intellectual property rights of any kind created for or by You with respect to Your business. All user and recipient data from the sale of Your products or services through the Website shall be our exclusive property and may not be used for any purpose whatsoever by You other than for delivery of Your product(s). Neither Party may use the other’s Intellectual Property without permission or as stated as permissible pursuant to this Agreement.

5.  Trademarks and Servicemarks; Non-Disparagement.
You grant to us a non-exclusive, non-transferable, royalty-free right to use and display Your trademarks, servicemarks and logos (the “Company Marks”) in connection with Your products and services and this Agreement.

During the term of this Agreement, You may use our servicemarks pursuant to this clause. You may (i) only use the images of our servicemarks that we make available to you, without altering them in any way, (ii) only use our servicemarks in connection with this Agreement, and (iii) immediately comply if We request that you discontinue use. You may not (i) use our servicemarks in a misleading manner, (ii) use our servicemarks in any way that implies that we endorse, sponsor or approve of Your services or products, or (iii) use our servicemarks in violation of applicable law or in connection with an obscene, indecent or unlawful topic or material. Furthermore, You will not make any express or implied statement or suggestion, or use our servicemarks in any manner that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on Us or our business products or services.

6.  Representations and Warranties.
Each Party hereby represents to the other that:

    1. it is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;
    2. it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder;
    3. the execution of this Agreement by such party has been duly authorized by all necessary corporate action of such party, if so needed; and
    4. and in performing its obligations under this Agreement, such Party shall comply with all applicable laws and regulations.
    5. If You sell food products, You comply with all applicable laws, rules, and regulations, and will maintain all appropriate licensing and permits.

7.  Indemnification.
You will indemnify, defend, and hold Us harmless, against any third-party claim, suit, action or proceeding (“Action”) brought against CSTAR International, our officers, directors, employees, agents, service providers, licensors, and affiliates, to the extent that such Action is based upon or arises out of Your failure to comply with any federal, state or local laws, regulations or codes applicable to You; product liability associated with or arising from any of Your products sold through the Website; any breach by You of any material provision of this Agreement; use of the Your products or services sold through the Website; our use of Your trademarks or servicemarks; any claim that Your products or services infringe or misappropriate the intellectual property rights of a third party or violate applicable law; or any Action involving a recall for which We were not notified by You.

We will notify You in writing within 30 days of our becoming aware of any such claim, give You sole control of the defense or settlement of such a claim, and provide You (at Your expense) with any and all information and assistance reasonably requested by You to handle the defense or settlement of the claim. You shall not accept any settlement that imposes an obligation on Us, requires Us to make an admission or imposes liability not covered by these indemnifications or places restrictions on Us without our prior written consent.

8.  General Terms.

    1. Amendment; No Waiver. We may update and change any or all parts of this Agreement. If We update or change this Agreement, the updated Agreement will be posted at https://cstarinternational.com/sellers-terms-and-conditions/. The updated Agreement will become effective and binding on the next business day after it is posted. When We change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage You to review this Agreement periodically.  If You do not agree to a modification to this Agreement, You must notify us in writing within 30 days after the modification. If You give us such notice, this Agreement will terminate 10 days after We receive such notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to the modification for the remainder of the Agreement terms. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
    2. Applicable Law; Severability. This Agreement shall be treated as though it were executed and performed in Westchester County, New York, and shall be governed by and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). The language in this Agreement shall be interpreted as to its fair meaning and not strictly for or against any party. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Our failure to enforce any provision of this Agreement shall not be deemed a waiver of such provision nor of the right to enforce such provision. Our rights under this Agreement shall survive any termination of this Agreement.
    3. Any controversy between the parties to this Agreement involving the construction or application of any of the terms, provisions, or conditions of this Agreement, shall on written request of either party served on the other, be submitted first to mediation and then if still unresolved to binding arbitration. Said mediation or binding Arbitration shall comply with and be governed by the provisions of the American Arbitration Association for Commercial Disputes unless the Parties stipulate otherwise. The attorneys’ fees and costs of arbitration shall be borne by the losing party, unless the Parties stipulate otherwise, or in such proportions, as the arbitrator shall decide.
    4. Force majeure. Neither Party will be responsible for failure or delay of performance if caused by an unforeseen pandemic, act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each Party will use reasonable efforts to mitigate the effect of a force majeure event.
    5. Relationship of the Parties. Both You and We agree that no joint venture, employment or agency relationship exists between us as a result of this Agreement.
    6. Compliance with Applicable Laws. You shall comply, and ensure that any third parties performing sales or referral activities on Your behalf comply, with all applicable foreign and domestic laws, including, without limitation, export laws and laws applicable to sending of unsolicited email, governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities or activities that otherwise may be detrimental to Us, our customers or to the public.
    7. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
    8. Notices.  Notices will be sent to the contact address set forth herein (as such may be changed by notice give to the other party) and will be deemed delivered as of the date of actual receipt.

To: CSTAR International:
14 Harwood Court, suite 415, Scarsdale, NY 10583

To You: The address information that you provide to Us in your registration.

Your address as provided in our account information for You. We may give electronic notices specific to You by email to Your email address(es) on record for our account information for You. We may also give notice to You by telephone calls to the telephone numbers on record in our account information to You.

9. Entire Agreement.  This Agreement is the entire Agreement between us and supersedes all other proposals and agreements, including all prior versions if any, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by You.

10. No Third-Party Beneficiaries.  Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity, other than the Parties herein any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

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

12. No Licenses.  We grant to You solely the rights and licenses expressly stated in this Agreement, and You receive no other rights or licenses with respect to Us, the Website, our servicemarks or any other property or right of ours.

13. Survival.  The following sections shall survive the termination or expiration of this Agreement: Effects of Termination and Expiration, Indemnification, Disclaimers, and General.

Signature is required.