Vendor Business Solutions Agreement

My Local Bee, LLC., Vendor BUSINESS SOLUTIONS AGREEMENT 

SELLING ON mY Local Bee Marketplace 

 This My Local Bee Vendor Agreement (“Agreement”) is entered into by and between My Local Bee, LLC, a Delaware limited liability company ("MLB"), and you, and is made effective as of the date of your use of this website (“Site”) or the date of your electronic acceptance. This Agreement sets forth the terms and conditions of your use of MLB services (“Service” or “Services”) and represents the entire agreement between you and MLB concerning the subject matter hereof. 

 Quick partial overview of what is in this document: 

• Vendor will follow MLB guidelines and requirements in creating and maintaining its store on the MLB platform 
• Vendor is completely responsible for all its store content, product descriptions, pricing, shipping in timely fashion, tax liabilities, and intellectual property protection 
• Vendor will provide valid credit card and banking information necessary to begin selling on the My Local Bee e-commerce platform  
• Vendor will provide proof of and maintain required business insurance (see below) 
• Vendor handles any disputes, refunds, and returns in a professional and timely manner 
• Vendor will adhere to all items in Program Policies document
• Vendor will adhere to the MLB Privacy Policy
• Vendor communicates quickly with shopper messages and inquiries
• Vendor will read and review all Vendor FAQs
• Vendor will respond to all My Local Bee emails and requests for program participation in a timely manner 

 General Terms 

THIS MY LOCAL BEE, LLC., VENDOR BUSINESS SOLUTIONS AGREEMENT ("AGREEMENT") CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND MLB. BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.  

As used in this Agreement, "we," "us," and "MLB" means the applicable MLB Contracting Party and any of its applicable Affiliates, and "you" means the applicant (if registering for or using a Service as an individual), or the business employing the applicant (if registering for or using a Service as a business) and any of its Affiliates. Capitalized terms have the meanings given to them in this Agreement. If there is any conflict between these General Terms and the applicable Program Policies, the General Terms prevail over the Program Policies. 

 Enrollment. To begin the enrollment process, you must complete the registration process. Use of the Services is limited to parties that can lawfully enter and form contracts under applicable Law (for example, the Elected Country may not allow minors to use the Services). As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with MLB’s Privacy Policy. 

 Service Fee Payments; Receipt of Sales Proceeds. Fee details are described in the applicable Vendor Program Agreement. You are responsible for all your expenses in connection with this Agreement. To use MLB, you must provide us with: 

• Valid credit card information from a credit card or credit cards acceptable by MLB  

• Valid bank account information for a bank account or bank accounts acceptable by MLB  

 You will use only a name you are authorized to use in connection with a Service and will update all of the information you provide to us in connection with the Services as necessary to ensure that it at all times remains accurate, complete, and valid. You authorize us (and will provide us documentation evidencing your authorization upon our request) to verify your information (including any updated information), to obtain credit reports about you from time to time, to obtain credit authorizations from the issuer of Your Credit Card, and to charge Your Credit Card or debit Your Bank Account for any sums payable by you to us (in reimbursement or otherwise). All payments to you will be remitted to Your Bank Account through a banking network or by other means specified by us. 

 If we determine that your actions or performance may result in returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to MLB or third parties, then we may in our sole discretion withhold any payments to you for as long as we determine any related risks to MLB or third parties persist. For any amounts that we determine you owe us, we may (a) charge Your Credit Card or any other payment instrument you provide to us; (b) offset any amounts that are payable by you to us (in reimbursement or otherwise) against any payments we may make to you or amounts we may owe you; (c) invoice you for amounts due to us, in which case you will pay the invoiced amounts upon receipt; (d) reverse any credits to Your Bank Account; or (e) collect payment or reimbursement from you by any other lawful means. If we determine that your account has been used to engage in deceptive, fraudulent, or illegal activity, or to repeatedly violate our Program Policies, then we may in our sole discretion permanently withhold any payments to you. Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency. 

 In addition, we may require that you pay other amounts to secure the performance of your obligations under this Agreement or to mitigate the risk of returns, chargebacks, claims, disputes, violations of our terms or policies, or other risks to MLB or third parties. These amounts may be refundable or nonrefundable in the manner we determine, and failure to comply with terms of this Agreement, including any applicable Program Policies, may result in their forfeiture. 

 As a security measure, we may, but are not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time. We will not be liable to you: (i) if we do not proceed with a transaction or disbursement that would exceed any limit established by us for a security reason, or (ii) if we permit a customer to withdraw from a transaction because an MLB Site or Service is unavailable following the commencement of a transaction. 

 Term and Termination.  The term of this Agreement will start on the date of your completed Vendor Program Agreement for use of a Service and will continue until terminated by us or you as provided below.  

 You may at any time terminate your use of any Service based on the terms of your Vendor Program Agreement and on notice to us via email. We may terminate your use of any Services or terminate this Agreement for convenience with 30 days’ advance notice. We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to cure within 7 days of a cure notice unless your breach exposes us to liability toward a third party, in which case we are entitled to reduce, or waive, the aforementioned cure period at our reasonable discretion; (b) your account has been, or our controls identify that it may be used for deceptive or fraudulent, or  illegal activity; or (c) your use of the Services has harmed, or our controls identify that it might harm, other sellers, customers, or MLB’s legitimate interests. 

 We will promptly notify you of any such termination or suspension via email or similar means including Vendor Admin Panel, indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate, except that (d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination. 

  License. You grant us a royalty-free, non-exclusive, worldwide right and license for the duration of your original and derivative intellectual property rights to use any and all of Your Materials for the Services or other MLB product or service, and to sublicense the foregoing rights to our Affiliates and operators of MLB Associated Properties; provided, however, that we will not alter any of Your Trademarks from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of Your Materials (provided you are unable to do so using standard functionality made available to you via the applicable MLB Site or Service); provided further, however, that nothing in this Agreement will prevent or impair our right to use Your Materials without your consent to the extent that such use is allowable without a license from you or your Affiliates under applicable Law (e.g., fair use under United States copyright law, referential use under trademark law, or valid license from a third party). 

 Representations. Each party represents and warrants that: (a) if it is a business, it is duly organized, validly existing and in good standing under the Laws of the country in which the business is registered and that you are registering for the Service(s) within such country; (b) it has all requisite right, power, and authority to enter into this Agreement, perform its obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) any information provided or made available by one party to the other party or its Affiliates is at all times accurate and complete; (d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority; and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement. 

   Indemnification.   

6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless MLB, our officers, directors, employees, agents, licensors, media companies and third-party technology companies associated with this service against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to (a) your non-compliance with applicable Laws; (b) Your Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, Your Materials, any actual or alleged infringement of any Intellectual Property Rights by any of the foregoing, and any personal injury, death (to the extent the injury or death is not caused by MLB), or property damage related thereto; (c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or (d) actual or alleged breach of any representations you have made. 

 6.2 MLB’s indemnification obligations. MLB will defend, indemnify, and hold harmless you and your officers, directors, employees, and agents against any third-party Claim arising from or related to: (a) MLB’s non-compliance with applicable Laws; or (b) allegations that the operation of an MLB store infringes or misappropriates that third party’s intellectual property rights. 

6.3 Process. If any indemnified Claim might adversely affect us, we may, to the extent permitted by applicable Law, voluntarily intervene in the proceedings at your expense. No party may consent to the entry of any judgment or enter into any settlement of an indemnified Claim without the prior written consent of the other party, which may not be unreasonably withheld; except that a party may settle any claim that is exclusively directed at and exclusively affects that party. 

 Disclaimer & General Release. 

a. THE MLB SITE AND THE SERVICES, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, AND INFORMATION MADE AVAILABLE ON OR PROVIDED IN CONNECTION WITH THE SERVICES, ARE PROVIDED "AS-IS." AS A USER OF THE SERVICES, YOU USE THE MLB SITES, THE SERVICES, AND VENDOR ADMIN PANEL AT YOUR OWN RISK. EXCEPT THOSE SET FORTH IN SECTION 5 ABOVE, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, WE AND OUR AFFILIATES DISCLAIM:  

 (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING THIS AGREEMENT, THE SERVICES OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.  

 (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.  

 (iii) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MLB SITES AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF ANY TRANSACTIONS. 

 b. BECAUSE MLB IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH PARTICIPANT RELEASES MLB (AND our officers, directors, employees, agents, licensors, media companIES and third-party technology companIES associated with this service) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. 

 Limitation of Liability.  WE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO YOU OR ANY OTHER PERSON FOR COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF MLB HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX-MONTH PERIOD PAID BY YOU TO MLB IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM. 

 Insurance.  If the gross proceeds from Your Transactions exceed the applicable Insurance Threshold during each month over any period of three (3) consecutive months, or otherwise if requested by us, then within thirty (30) days thereafter, you will maintain at your expense throughout the remainder of the Term for each applicable Elected Country commercial general, umbrella or excess liability insurance with the Insurance Limits per occurrence and in aggregate covering liabilities caused by or occurring in conjunction with the operation of your business, including products, products/completed operations and bodily injury, with policy(ies) naming MLB and its assignees as additional insureds. At our request, you will provide to us certificates of insurance for the coverage to the following address:  

My Local Bee 

Attention: Risk Management. 

P.O. Box 311 

68 WHITE ST #7  

RED BANK, NJ 07701  

 Tax Matters.  As between the parties, you will be responsible for the collection, reporting, and payment of any and all of Your Taxes, except to the extent that (i) MLB automatically calculates, collects, or remits taxes on your behalf according to applicable law; or (ii) MLB expressly agrees to receive taxes or other transaction-based charges on your behalf in connection with tax calculation services made available by MLB and used by you. You agree to and will comply with the MLB Tax Policies (Vendor Business Solution Agreement). All fees and payments payable by you to MLB under this Agreement or the applicable Service Terms are exclusive of any applicable taxes, deductions or withholding (including but not limited to cross-border withholding taxes), and you will be responsible for paying MLB any of Your Taxes imposed on such fees and any deduction or withholding required on any payment. 

 Confidentiality and Personal Data. During your use of MLB Services, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination: (a) all Confidential Information will remain MLB's exclusive property; (b) you will use Confidential Information only as is reasonably necessary for your participation in the Services; (c) you will not otherwise disclose Confidential Information to any other Person except as required to comply with the Law; (d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and (e) you will retain Confidential Information only for so long as its use is necessary for participation in the Services or to fulfill your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfillment of statutory obligations. The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity. You may not issue any press release or make any public statement related to the Services, or use our name, trademarks, or logo, in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way. You may only use the any MLB materials without our advance written permission. 

 Generally, you may not use customer personal data in any way inconsistent with applicable Law or sell it to any other party. You must always keep customer personal data confidential (the above 5 years’ term limit does not apply to customer personal data). 

 Force Majeure.  We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events, or other matters beyond our reasonable control.  However, the terms and conditions specified in your Vendor Subscription Agreement will continue regardless of any events or matters beyond your reasonable control, until, you send an appeal letter to us detailing your reasons for seeking a temporary suspension of your Vendor Program Agreement payments.   

  A letter should be sent to: 

My Local Bee, LLC. 

Attention: Risk Management. 

P.O. Box 311  

68 WHITE ST #7  

RED BANK, NJ 07701  

 Relationship of Parties.  Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Agreement will not create an exclusive relationship between you and us. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of MLB, you, and customers. As between you and us, you will be solely responsible for all obligations associated with the use of any third-party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use. You will not make any statement, whether on your site or otherwise, that would contradict anything in this section. 

• Suggestions and Other Information.  If you, any of your employees, agents, or any of your Affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any MLB Site or Service (including any related Technology), we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history, and posted content. If we make suggestions on using the Services, you are responsible for any actions you take based on our suggestions. 

• Modification. 

15.1. We will provide at least 15 days’ advance notice for changes to the Agreement. 

15.2 However, we may change or modify the Agreement at any time with immediate effect (a) for legal, regulatory, fraud and abuse prevention, or security reasons; (b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or (c) to restrict products or activities that we deem unsafe, inappropriate, or offensive. We will notify you about any change or modification in accordance with Section 15. 

15.3 Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 15 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement as described in Section 3. 

 Password Security.  Any password we provide to you or that you create may be used only during the Term to access Vendor Admin Panel (or other tools we provide, as applicable) to use the Services, electronically accept Your Transactions, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. 

 Export.  You will not directly or indirectly export, re-export, transmit, or cause to be exported, re-exported or transmitted, any commodities, software or technology to any country, individual, corporation, organization, or entity to which such export, re-export, or transmission is restricted or prohibited, including any country, individual, corporation, organization, or entity under sanctions or embargoes administered by the United Nations, US Departments of State, Treasury or Commerce, the European Union, or any other applicable government authority. 

 Miscellaneous.  The Governing Laws will govern this Agreement, without reference to rules governing choice of laws or the Convention on Contracts for the International Sale of Goods. If the Elected Country is the United States, Canada, or Mexico, MLB and you both consent that any dispute with MLB or its Affiliates or claim relating in any way to this Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that (i) you may assert claims in a small claims court that is a Governing Court if your claims qualify and (ii) you or we may bring suit in the Governing Courts, submitting to the jurisdiction of the Governing Courts and waiving our respective rights to any other jurisdiction, to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. Before you may begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to: 

 My Local Bee, LLC. 

Attn: Legal Department – Arbitration 

68 WHITE ST STE 7  

Box 311 

RED BANK, NJ 07701 

 The arbitration will be conducted by the American Arbitration Association (AAA) under its commercial rules. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. Each party will be responsible fees unless the arbitrator determines the claims are frivolous. The expedited procedures of the AAA’s rules will apply only in cases seeking exclusively monetary relief under $50,000, and in such cases the hearing will be scheduled to take place within 90 days of the arbitrator’s appointment. Likewise, MLB will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person at a mutually agreed location. MLB and you each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration MLB and you each waive any right to a jury trial. 

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Any attempt to assign or otherwise transfer in violation of this section is void; provided, however, that upon notice to MLB, you may assign or transfer this Agreement, in whole or in part, to any of your Affiliates as long as you remain liable for your obligations that arose prior to the effective date of the assignment or transfer under this Agreement. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for MLB as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates. MLB retains the right to immediately halt any of Your Transactions, prevent or restrict access to the Services or take any other action to restrict access to or availability of any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by applicable Program Policies. Because MLB is not your agent (except for the limited purpose set out in the Transaction Processing Service Terms (if the Elected Country for a Service is the United States)), or the customer’s agent for any purpose, MLB will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. 

 MLB will provide notice to you under this Agreement by posting changes to Vendor Admin Panel or to the applicable My Local Bee, LLC site to which the changes relate (such as the Developer Site accessible through your account), by sending you an email notification, or by similar means. You must send all notices and other communications relating to MLB to our Vendor Support team via Vendor Admin Panel, email, the Contact Us form, or similar means. We may also communicate with you electronically and in other media, and you consent to such communications. You may change your e-mail addresses and certain other information in Vendor Admin Panel, as applicable. You will ensure that all of your information is up to date and accurate at all times. 

 If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If the Elected Country is Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and Program Policies have been drafted in English.  

  Definitions.  As used in this Agreement, the following terms have the following meanings: 

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity. 

"MLB Associated Properties" means any website or other online point of presence, mobile application, service or feature, other than an MLB Site, through which any MLB Site, or products or services available on any of them, are syndicated, offered, merchandised, advertised, or described. 

"MLB Contracting Party." If you register for or use the Vendor API, the MLB Contracting Party is the Contracting Party that provides the applicable Service you use in connection with the Vendor API. 

"Confidential Information" means information relating to us, to the Services, or MLB customers that is not known to the general public including, but not limited to, any information identifying or unique to specific customers; reports, insights, and other information about the Services; data derived from the Services except for data (other than customer personal data) arising from the sale of your products comprising of products sold, prices, sales, volumes and time of the transaction; and technical or operational specifications relating to the Services. For the purposes of this Agreement, customer personal data constitutes Confidential Information at all times. 

"Content" means copyrightable works under applicable Law and content protected by database rights under applicable Law. 

"Excluded Products" means the items described on the applicable Restricted Products pages in Vendor Admin Panel, any other applicable Program Policy, or any other information made available to you by MLB. 

"Governing Courts" means the applicable one of the following: the state or Federal court in Monmouth County, New Jersey, United States of America. 

"Governing Laws" means the laws of the State of New Jersey, United States. 

"Insurance Limits" means One Million U.S. Dollars ($1,000,000) (if the Elected Country is the United States). 

"Insurance Threshold" means Ten Thousand U.S. Dollars ($10,000) (if the Elected Country is the United States). 

"Intellectual Property Right" means any patent, copyright, Trademark, domain name, moral right, trade secret right, or any other intellectual property right arising under any Laws and all ancillary and related rights, including all rights of registration and renewal and causes of action for violation, misappropriation or infringement of any of the foregoing. 

"Law" means any law, ordinance, rule, regulation, order, license, permit, judgment, decision, or other requirement, now or in the future in effect, of any governmental authority (e.g., on a federal, state, or provincial level, as applicable) of competent jurisdiction. 

"Local Currency" means the U.S. Dollars (if the Elected Country is the United States), 

"Order Information" means, with respect to any of Your Products ordered through an MLB Site, the order information and shipping information that we provide or make available to you. 

"Person" means any individual, corporation, partnership, limited liability company, governmental authority, association, joint venture, division, or other cognizable entity, whether or not having distinct legal existence. 

"Program Policies" means all policies and program terms provided in our Program Policies document. 

"Sales Proceeds" means the gross proceeds from any of Your Transactions, including (a) all shipping and handling, gift wrap and other charges; (b) taxes and customs duties to the extent specified in the applicable Tax Policies; and (c) in the case of invoiced orders, any amounts that customers fail to pay to us or our Affiliates on or before the applicable invoice due date. 

"Vendor Admin Panel" means the online portal and tools made available by MLB to you, for your use in managing your orders, inventory, and presence on a particular MLB Site or any other online point of presence. 

"Service" means each of the following services: Selling on MLB, Local Delivery by MLB, MLB Advertising (including MLB Sponsored Products), the Vendor APIs, and, if the Elected Country for a Service is the United States, the Transaction Processing Services, together in each case with any related services and materials we make available. 

"Service Terms" means the service terms applicable to each Service, which are made part of this Agreement upon the date you elect to register for or use the applicable Service, and any subsequent modifications we make to those terms. 

"Technology" means any: (a) ideas, procedures, processes, systems, methods of operation, concepts, principles, and discoveries protected or protectable under the Laws of any jurisdiction; (b) interfaces, protocols, glossaries, libraries, structured XML formats, specifications, grammars, data formats, or other similar materials; and (c) software, hardware, code, technology, or other functional item. 

"Trademark" means any trademark, service mark, trade dress (including any proprietary "look and feel"), trade name, other proprietary logo or insignia, or any other source or business identifier, protected or protectable under any Laws. 

"MLB Site" means that website, the primary home page of which is identified by the URL www.store.mylocalbee.com and any successor or replacement of such website. 

"Your Materials" means all Technology, Your Trademarks, Content, Your Product information, data, materials, and other items or information provided or made available by you or your Affiliates to MLB or its Affiliates. 

"Your Personnel" means any third party warranting, administering, or otherwise involved in the offer, sale, performance, or fulfillment of Your Products, including any of your employees, representatives, agents, contractors, or subcontractors. 

"Your Product" means any product or service (including Optional Coverage Plans) that you: (a) have offered through the Selling on MLB Service; (b) have made available for advertising through the MLB Advertising Service. 

"Your Sales Channels" means all sales channels and other means through which you or any of your Affiliates offers products or services, other than physical stores. 

"Your Taxes" means any and all sales, goods and services, use, excise, premium, import, export, value added, consumption, and other taxes, regulatory fees, levies (specifically including environmental levies), or charges and duties assessed, incurred, or required to be collected or paid for any reason (a) in connection with any advertisement, offer or sale of products or services by you on or through or in connection with the Services; (b) in connection with any products or services provided for which Your Products are, directly or indirectly, involved as a form of payment or exchange; or (c) otherwise in connection with any action, inaction, or omission of you or your Affiliates, or any Persons providing products or services, or your or their respective employees, agents, contractors, or representatives, for which Your Products are, directly or indirectly, involved as a form of payment or exchange.  

 "Your Trademarks" means Trademarks of yours that you provide to us: (a) in non-text form for branding purposes; and (b) separate from (and not embedded or otherwise incorporated in) any product specific information or materials. 

"Your Transaction" means any sale of Your Product(s) through an MLB Site. 

Vendor Subscription Agreement Terms. Your full and accurate Vendor Subscription Agreement ("Vendor Subscription Agreement) allows you to offer certain products and services directly on the MLB Sites. 

Thes Vendor Subscription Agreement Terms are part of the Agreement, but, unless specifically provided otherwise, concern and apply only to your participation in Selling on MLB. BY REGISTERING FOR OR USING THE SELLING ON MLB SERVICE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY This Vendor BUSINESS SOLUTIONS Agreement, INCLUDING THESE SELLING ON MLB SERVICE TERMS.  

 S-1 Your Product Listings and Orders. 

S-1.1 Products and Product Information. You will provide accurate and complete Required Product Information for each product or service that you offer through any MLB Site and promptly update that information as necessary to ensure it at all times remains accurate and complete. You will also ensure that Your Materials, Your Products (including packaging) and your offer and subsequent sale of any of the same on any MLB Site comply with all applicable Laws (including all minimum age, marking and labeling requirements) and do not contain any sexually explicit (except to the extent expressly permitted under our applicable Program Policies), defamatory or obscene materials. You may not provide any information for, or otherwise seek to offer any Restricted Products on any MLB Sites; or provide any URL Marks for use, or request that any URL Marks be used, on any MLB Site. If you offer a product for sale on an MLB Site that requires a warning under California Health & Safety Code Section 25249.6 (a “Proposition 65 Warning”) you (a) will provide us with such warning in the manner specified in our Program Policies, (b) agree that our display of a Proposition 65 Warning on a product detail page is confirmation of our receipt of that warning, and (c) will only revise or remove a Proposition 65 Warning for a product when the prior warning is no longer legally required. 

S-1.2 Product Listing; Merchandising; Order Processing. We will enable you to list Your Products on a particular MLB Site, and conduct merchandising and promote Your Products in accordance with the Agreement (including via the MLB Associated Properties or any other functions, features, advertising, or programs on or in connection with the applicable MLB Site). We may use mechanisms that rate, or allow shoppers to rate, Your Products and your performance as a seller and MLB may make these ratings and feedback publicly available. We will provide Order Information to you for each order of Your Products through the applicable MLB Site. We will also receive all Sales Proceeds on your behalf for each of these transactions and will have exclusive rights to do so and will remit them to you in accordance with these Selling on MLB Service Terms.  

S-1.3 Shipping and Handling Charges. For Your Products ordered by customers on or through an MLB Site that are not fulfilled using MLB Local Delivery, you will determine the shipping and handling charges subject to our Program Policies and standard functionality (including any category-based shipping and handling charges we determine, such as for products offered by sellers on the Individual selling plan). When we determine the shipping and handling charges, you will accept them as payment in full for your shipping and handling.  

S-1.4 Credit Card Fraud and Unpaid Invoices. You will bear the risk of (a) credit card fraud (i.e., a fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, and (b) late payments or defaults by customers in connection with invoiced orders for Your Products, except, in each case, in connection with Seller-Fulfilled Products that are not fulfilled strictly in accordance with the Order Information and Shipment Information. You will bear all other risk of fraud or loss. 

 S-2 Sale and Fulfillment; Refunds and Returns. 

S-2.1 Sale and Fulfillment. You will: (a) source, offer, sell and fulfill your Seller-Fulfilled Products, and source and, offer and sell your MLB Local Delivery Products, in each case in accordance with the terms of the applicable Order Information, this Agreement, and all terms provided by you or us and displayed on the applicable MLB Site at the time of the order and be solely responsible for and bear all risk for those activities; (b) package each of Your Products in a commercially reasonable manner complying with all applicable packaging and labeling requirements and ship each of Your Products on or before its Expected Ship Date; (c) retrieve Order Information at least once each business day; (d) only cancel Your Transactions as permitted pursuant to your terms and conditions appearing on the applicable MLB Site at the time of the applicable order or as may be required under this Agreement; (e) fulfill Your Products throughout the Elected Country (except to the extent prohibited by Law or this Agreement); (f) provide to MLB information regarding fulfillment and order status and tracking (to the extent available), in each case as requested by us using the processes designated by us, and we may make any of this information publicly available; (g) comply with all Street Date instructions; (h) ensure that you are the seller of each of Your Products; (i) include an order-specific packing slip, and, if applicable, any tax invoices, within each shipment of Your Products; (j) identify yourself as the seller of each of Your Products on all packing slips or other information included or provided in connection with Your Products and as the Person to which a customer may return the applicable product; and (k) not send customers emails confirming orders or fulfillment of Your Products. If any of Your Products are fulfilled using MLB Local Delivery Service Terms for the applicable MLB Site will apply to the delivery of such MLB Local Delivery Fulfilled Products. 

S-2.2 Cancellations, Returns, and Refunds. The MLB Refund Policies for the applicable MLB Site will apply to Your Products. For any of Your Products fulfilled using MLB Local Delivery, you will promptly accept, calculate, and process cancellations, returns, refunds, and adjustments in accordance with this Agreement and the MLB Refund Policies for the applicable MLB Site, using functionality we enable for your account. Without limiting your obligations, we may in our sole discretion accept, calculate, and process cancellations, returns, refunds, and adjustments for the benefit of customers. You will route any payments to customers in connection with Your Transactions through MLB. We will make any payments to customers in the manner we determine, and you will reimburse us for all amounts we pay. 

 S-3 Problems with Your Products. 

S-3.1 Delivery Errors and Nonconformities; Recalls. You are responsible for any non-performance, non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of Your Products. Your Products that are fulfilled using MLB Local Delivery, if any, the Fulfillment by MLB Service Terms for the applicable MLB Site will apply to non-delivery, mis-delivery, theft, or other mistake or act in connection with the fulfillment of those of Your Products. You are also responsible for any non-conformity or defect in, any public or private recall of, or safety alert of any of Your Products or other products provided in connection with Your Products. You will notify us promptly as soon as you have knowledge of any public or private recalls, or safety alerts of Your Products or other products provided in connection with Your Products. 

S-3.2 Your Guarantee and Chargebacks. If we inform you that we have received or initiated a claim under the "Guarantee" offered on a particular MLB Site or other dispute relating to the offer, sale or fulfillment of Your Products (other than a chargeback), concerning one of Your Transactions, you will have 10 days to appeal our decision of the claim. If we find that a claim, chargeback, or dispute is your responsibility, you (a) will not take recourse against the customer, and (b) are responsible for reimbursing the customer in accordance with the Service Fee Payments section of this Agreement for the amount paid by the customer (including taxes and shipping and handling charges, but excluding any Referral Fees that we retained as defined in Section S-4), and all other fees and expenses associated with the original transaction (such as credit card, bank, payment processing, re-presentment, or penalty fees) and any related chargebacks or refunds, to the extent payable by us. 

  S-4 Compensation.  You will pay us: the monthly amount specified in your valid "Vendor Subscription Agreement" in advance each month.  Additionally, depending on the program you have chosen you have agreed to pay us a percentage of the sales price for each product or service (excluding shipping) that you sell through our site.  

 S-5 Remittance of Sales Proceeds & Refunds.  Except as otherwise stated in this Agreement, we will remit to you your available balance on a bi-weekly (14 day) (or at our option, more frequent) basis, which may vary for each Elected Country. For each remittance, your available balance is equal to any Sales Proceeds not previously remitted to you as of the applicable Remittance Calculation Date (which you will accept as payment in full for Your Transactions), less: any Selling on MLB Subscription Fees; any other applicable fees described in this Agreement (including any applicable Program Policies); any amounts we require you to maintain in your account balance pursuant to this Agreement (including payments withheld pursuant to Section S-1.4 of this agreement, and applicable Program Policies); and any taxes that MLB automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies. 

We may establish a reserve on your account based on our assessment of risks to MLB or third parties posed by your actions or performance, and we may modify the amount of the reserve from time to time at our sole discretion. 

When you either initially provide or later change Your Bank Account information, the Remittance Calculation Date may be deferred by up to 14 days. If you refund money to a customer in connection with one of Your Transactions, we will upon your providing of proof refund our fees for that specific transaction.  We will remit any amounts to be refunded by us pursuant to this subsection from time to time together with the next remittance to be made by us to you.  

Net Sales Proceeds from non-invoiced orders will be credited to your available balance when they are received by us or our Affiliates.  

 S-6 MLB’s Websites and Services. MLB has the right  to determine, the design, content, functionality, availability and appropriateness of its websites, selection, and any product or listing in the MLB Stores, and all aspects of each Service, including your use of the same. MLB may assign any of these rights or delegate any of its responsibilities. 

 Selling on MLB Definitions 

"MLB Local Delivery" means any of Your Products that are fulfilled using the Fulfillment by MLB Local Delivery Service. 

"MLB Refund Policies" means the return and refund policies published on the applicable MLB Site and applicable to products and services offered via that MLB Site. 

"Excluded Offer" means any discount, rebate, promotional offer, or other term of offer and/or sale that you: (a) have attempted to make available through a particular MLB Site but that we do not honor or support (but only until such time as we honor or support the same on such MLB Site); or (b) make available solely to third parties that either purchase products solely for resale and who are not end users of such products (i.e., wholesale purchasers).  

"Expected Ship Date" means, with respect to any of Your Products, either: (a) the end of the shipping availability period (which begins as of the date on which the relevant order is placed by the customer), or the shipping availability date, as applicable, specified by you in the relevant inventory/product data feed for Your Product; or (b) if you do not specify shipping availability information in such inventory/product data feed or that Your Product is in a product category that MLB designates as requiring shipment within two (2) business days, two (2) business days after the date on which the relevant order is placed by the customer. 

"Purchase Price" means the total amount payable or paid for Your Product (including taxes and shipping and handling charges only to the extent specified in the applicable

"Remittance Calculation Date" is the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date"). 

"Required Product Information" means, with respect to each of Your Products in connection with a particular MLB Site, the following (except to the extent expressly not required under the applicable Program Policies):  

(a) description, including as applicable, location-specific availability and options, scheduling guidelines and service cancellation policies 

(b) SKU and UPC/EAN/JAN numbers, and other identifying information as MLB may reasonably request 

(c) information regarding in-stock status and availability 

shipping limitations or requirements, and Shipment Information (in each case, in accordance with any categorizations prescribed by MLB from time to time) 

(d) categorization within each MLB product category and browse structure as prescribed by MLB from time to time 

(e) digitized image that accurately depicts only Your Product, complies with all MLB image guidelines, and does not include any additional logos, text, or other markings 

(f) Purchase Price 

(g) shipping and handling charge (in accordance with our standard functionality); (h) any text, disclaimers, warnings, notices, labels, warranties, or other content required by applicable Law to be displayed in connection with the offer, merchandising, advertising, or sale of Your Product  

(i) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product 

(j) brand 

(k) model 

(l) product dimensions 

(m) weight 

(n) a delimited list of technical specifications  

(o) SKU and UPC/EAN/JAN numbers (and other identifying information as we may reasonably request) for accessories related to Your Product that is available in our catalog 

(p) the state or country Your Product ships from 

(m) the state or country in which Your Product was made 

 (q) any other information reasonably requested by us (e.g., the condition of used or refurbished products; and invoices and other documentation demonstrating the safety and authenticity of Your Products) 

"Seller-Fulfilled Products" means any of Your Products for which you handle fulfillment. 

"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and delivery date. 

"Street Date" means the date(s), if any, specified by the manufacturer, distributor, and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly, or such product should not be delivered or otherwise made available to customers. 

"URL Marks" means any Trademark, or any other logo, name, phrase, identifier, or character string, that contains or incorporates any top level domain (e.g., .com, .edu, .ca, .fr, .jp) or any variation of a top level domain (e.g., dot com, dotcom, net, or com). 

"Your Transaction" is defined in the General Terms of this Agreement; however, as used in these Selling on MLB Service Terms, it means any and all such transactions through Selling on MLB only. 

MLB Advertising Service Terms. The MLB Advertising Service Terms govern your use of MLB Advertising, a Service that allows you to advertise your products on the MLB site, in MLB emails, or other MLB marketing channels. The MLB Advertising Service Terms apply to your use of the Ad Services. 

 P-1 Payments Processing Agency Appointment.  You authorize MLB to act as your agent for purposes of processing payments, refunds and adjustments for Your Transactions, receiving and holding Sales Proceeds on your behalf, remitting Sales Proceeds to Your Bank Account, charging your Credit Card, and paying MLB and its Affiliates amounts you owe in accordance with this Agreement or other agreements you may have with MLB Affiliates.  

 P-2 Remittance.  Subject to Section 2 of the General Terms of this Agreement, the applicable MLB Payments Agents will remit funds to you in accordance with Section S-5 of the Agreement and these Transaction Processing Service Terms. Each applicable MLB Payments Agent's obligation to remit funds collected or received by it or otherwise credited to your available balance in connection with Your Transactions is limited to funds in your available balance that have become available in accordance with this Agreement less amounts owed to MLB and any taxes that MLB automatically calculates, collects and remits to a tax authority according to applicable law, as specified in the Tax Policies, subject to chargeback or reversal or withheld for anticipated claims in accordance with this Agreement. Without limiting MLB's rights to collect any amounts you owe, the applicable MLB Payments Agent's receipt of Sales Proceeds or crediting of Sales Proceeds to your available balance discharges your obligation to pay applicable fees and other amounts under this Agreement to the extent the Sales Proceeds received or credited equal or exceed the fees and other amounts you owe and the Sales Proceeds are applied to the payment of those fees and amounts. 

 P-3 Your Funds. Your Sales Proceeds will be held in an account with the applicable MLB Payments Agent (a "Seller Account") and will represent an unsecured claim against that MLB Payments Agent. Your Sales Proceeds are not insured by the Federal Deposit Insurance Corporation, nor do you have any right or entitlement to collect Sales Proceeds directly from any customer. Prior to disbursing funds to you, an MLB Payments Agent may combine Sales Proceeds held with the funds of other users of the Services, invest them, or use them for other purposes permitted by applicable Laws. You will not receive interest or any other earnings on any Sale Proceeds. To the extent required by applicable Laws, an MLB Payments Agent will not use any funds held on your behalf for its corporate purposes, will not voluntarily make such funds available to its creditors in the event of bankruptcy or for any other purpose, and will not knowingly permit its creditors to attach such funds. 

 P-4 Verification. We may at any time require you to provide any financial, business, or personal information we request to verify your identity. You authorize us to obtain from time to time consumer credit reports to establish or update your Seller Account or in the event of a dispute relating to this Agreement or the activity under your Seller Account. You agree to update all Seller Account information promptly upon any change.  

 P-5 Dormant Accounts. If there is no activity (as determined by us) in connection with your Seller Account for the period of time set forth in applicable unclaimed property laws and we hold Sales Proceeds on your behalf, we will notify you by means designated by us and provide you the option of keeping your Seller Account open and maintaining the Sales Proceeds in your Seller Account. If you do not respond to our notice(s) within the time period we specify, we will send the Sales Proceeds in your Seller Account to your state of residency, as determined by us based on the information in your Seller Account. If we are unable to determine your state of residency or your Seller Account is associated with a foreign country, your funds may be sent to the State of Delaware. 

 Vendor API Terms 

API-1 Description of the Vendor APIs. The "Vendor APIs" enable your systems to interface with certain features or functionality we make available to you. These Vendor API Terms concern and apply only to your use of the Vendor APIs unless specifically provided otherwise. Under the Vendor API Terms, you may authorize parties who (a) develop Applications to support you using the Vendor APIs or the API Materials, (b) have registered with us as Developers, and (c) who have agreed to the Developer Agreement ("Developers") to access Confidential Information and Your Materials via the Vendor APIs. If you wish to use the Vendor APIs directly or develop software or a website that interfaces with the Vendor APIs or the API Materials (an "Application"), you must register as a Developer. 

We may make available Vendor APIs (including the Marketplace Web Services APIs) and software, data, text, audio, video, images, or other content we make available in connection with the Vendor APIs, including related documentation, software libraries, and other supporting materials, regardless of format (collectively the "API Materials") that permit your systems to interface with certain features or functionality available to you. You may authorize Developers to access your Materials via the Vendor APIs solely for the purpose of supporting your business on MLB. All terms and conditions applicable to the Vendor APIs and the API Materials in this Agreement are solely between you and us. API Materials that are public or open source software ("Public Software") may be provided to you under a separate license, in which case, notwithstanding any other provision of this Agreement, that license will govern your use of those API Materials. For the avoidance of doubt, except to the extent expressly prohibited by the license governing any API Materials that are Public Software, all of the non-license provisions of this Agreement will apply. 

 API-2 License and Related Requirements 

API-2.1 Generally. We grant you a limited, revocable, non-exclusive, non-sub-licensable, nontransferable license during the term of the Agreement to allow Developers to access and use Your Materials through the Vendor APIs and the API Materials solely in support of your use of the Services covered by this Agreement. As between you and us, we or our licensors own all right, title, and interest in and to the Vendor APIs, the API Materials, any technical and operational specifications, security protocols and other documentation or policies provided or made available by us with respect to the Vendor APIs or the API Materials (the "Vendor API Specifications"), and our internal data center facilities, servers, networking equipment, and host software systems that are within our or their reasonable control and are used to provide the Vendor APIs or the API Materials (the "MLB Network"). 

 API-2.2 License Restrictions. You may authorize Developers to access your Materials through the Vendor APIs and the API Materials only through APIs documented and communicated by us in accordance with any applicable Vendor API Specifications. You may not and may not authorize any other party to do any of the following with the Vendor APIs and the API Materials: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Vendor APIs and the API Materials be disclosed, licensed, distributed, or otherwise made available to anyone; (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them; (g) access or use them in a way intended to avoid incurring any applicable fees or exceeding usage limits or quotas; (h) access or use them for any purpose unrelated to your use of Services; or (i) access or use them for fraudulent or illegal activities or activities that violate our policies or are otherwise harmful to us or any third parties. The limitations regarding Data Use in Section 11 above apply to any information you receive by the direct or indirect use of the Vendor APIs. 

  API-2.3 No License for Direct Access. For the avoidance of doubt, these Vendor API Terms do not provide you a license to directly access or use the Vendor APIs, or install, copy, use, or distribute API Materials. Direct use of the Vendor APIs may only be licensed to Developers. 

 API-2.4 Account Identifiers and Credentials. You must use the account IDs and any unique public key/private key pair issued by us or our licensors to provide access to your data via the Vendor APIs ("Account Identifiers and Credentials") in accordance with these Vendor API Terms to authorize Developers to access the Vendor APIs on your behalf. You may only authorize access to Confidential Information and Your Materials via the Vendor APIs in the way that we prescribe. Your Account Identifiers and Credentials are for your personal use only and you must maintain their secrecy and security. You are solely responsible for all activities that occur using your Account Identifiers and Credentials, regardless of whether the activities are undertaken by you or a third party (including your employees, contractors, or agents). You will provide us with notice immediately if you believe an unauthorized third party may be using your Account Identifiers and Credentials or if your Account Identifiers and Credentials are lost or stolen. We are not responsible for unauthorized use of your Account Identifiers and Credentials. 

  API-2.5 Security of Your Materials. You are solely responsible for authorizing others to access the Vendor APIs on your behalf and taking your own steps to maintain appropriate security, protection, and backup of Your Materials. We are not responsible for any unauthorized access to, alteration of, or deletion, destruction, damage, loss, or failure to store any of Your Materials in connection with the Vendor APIs (including as a result of your or any third party’s errors, acts, or omissions). 

 API-3 Termination of Your Access to the Vendor APIs and the API Materials. Without limiting the parties’ rights and obligations under this Agreement, the MLB Marketplace Developer Agreement, or the MLB Marketplace API License Agreement, we may limit, suspend, or terminate your access to the Vendor APIs and the API Materials for convenience with 30 days’ notice. We may terminate immediately if (a) we determine that you have materially breached this Agreement and failed to cure within 7 days of a cure notice; (b) you or your account have been engaged in deceptive, fraudulent, or illegal activity; or (c) your use of the Vendor APIs and the API Materials may harm our customers. 

 Upon any suspension or termination of your access to the Vendor APIs and the API Materials, you will immediately cease authorizing others to use the Vendor APIs and the API Materials. Upon any termination of your access to the Vendor APIs and the API Materials, you will also immediately destroy all API Materials. Upon any suspension or termination of your access to the Vendor APIs and the API Materials, we may cause your Account Identifiers and Credentials to cease to be recognized by the MLB Network for the purposes of the Vendor APIs and the API Materials. 

  API-4 Modifications to the Vendor APIs and the API Materials. We may change or discontinue the Vendor APIs or the API Materials (including by changing or removing features or functionality of the Vendor APIs or the API Materials) from time to time. For any material changes that will negatively affect your business, we will provide notice under Section 15. 

 API-5 Disclaimers. THE VENDOR APIS AND THE API MATERIALS ARE PROVIDED "AS IS". WE AND OUR AFFILIATE COMPANIES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE VENDOR APIS OR THE API MATERIALS, INCLUDING ANY WARRANTY THAT THE VENDOR APIS OR THE API MATERIALS WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY MATERIALS OR DATA YOU ACCESS, USE, STORE, RETRIEVE, OR TRANSMIT IN CONNECTION WITH THE VENDOR APIS, INCLUDING YOUR MATERIALS, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATE COMPANIES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) THE INABILITY TO USE THE VENDOR APIS OR THE API MATERIALS FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE VENDOR APIS OR THE API MATERIALS.