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Marketplace Terms & Conditions

Partum Vendor Agreement

Partum is owned and operated by Inside & Out Motherhood Inc.

Partum is a marketplace platform that enables vendors to post their products on Partum’s marketplace for sale to the customers of Partum marketplace (“Customers”).

Welcome to the Partum marketplace. This marketplace Vendor Agreement (“Agreement”) consists of (1) these Standard Terms and Conditions for Partum Marketplace Program (“Terms and Conditions”) and (2) all Partum marketplace policies and guidelines for Vendors, (together, the “Vendor Policies”), which are incorporated by reference. 

Any entity (“Vendor” or “you”) that wants to sell goods or services (“Products”) on the Partum marketplace through the Partum site, use any order processing, payment or other services related to the Partum marketplace provided by or for Partum (“Inside & Out Motherhood Inc”), or use any platform, Vendor Portal, web service, application, interface, or other tool provided by or for Partum in connection with the Partum marketplace (“Inside & Out Motherhood Inc Tools and Services”), must accept the terms of this Agreement without change.  You should review the terms of this Agreement prior to offering any Products for sale on the Partum marketplace or using any Partum Tools and Services.

By signing this contract and/or offering any Products for sale on the Partum marketplace, or using any of the Inside & Out Motherhood Tools and Services as defined in the previous paragraph., you agree to be bound by all terms and conditions of this Agreement (including the Vendor Policies), as this Agreement (and/or the Vendor Policies) may be updated from time to time in accordance with this Agreement. You further represent and warrant that you are registering with the Inside & Out Motherhood Inc marketplace on behalf of an entity and that you have the requisite right, power, and authority to enter into this Agreement on behalf of the entity you register with Inside & Out Motherhood Inc.

Inside & Out Motherhood may change these Terms and Conditions or the Vendor Policies at any time in its sole discretion. The changes will be effective upon (i) posting of such updates on the “Vendor Portal,” which is the primary web-based interface provided to you by Inside & Out Motherhood or  (ii) by email notification to the email address that you have provided to Inside & Out Motherhood as part of you registration as a Vendor. You are responsible for reviewing such postings and any applicable changes. Your continued participation, including offering any products for sale on the Partum marketplace constitutes your acceptance of such changes. If you do not agree to any posted changes, do not continue to use the Partum marketplace.

Section 1: Partum’s Role 

Inside & Out Motherhood Inc provides the Partum site as a service to enable the vendor to sell its Products to third party buyers (“Customers”). You, the vendor, represents and warrants that you have full legal capacity and authority to enter into transactions for the sale of Products. All transactions with Customers are between you and the Customer, and you will be the seller of record. Inside & Out Motherhood is not a party to any transactions between you and a Customer although Inside & Out Motherhood will provide the Partum Services in connection with any such transactions as expressly set forth in Section 6. You acknowledge and agree that Inside & Out Motherhood may contract with third party service providers to provide features, management software and other services for the Partum marketplace site. 

Section 2: General Product Policy 

(a) Abiding by the Law. You will (and you represent and warrant that you will) comply with all applicable “Laws” (meaning all applicable laws, regulations, rules, legal requirements, and generally accepted industry standards and self-regulatory principles), including Laws related to marketing, packaging, consumer and product safety, product testing, labeling, pricing and packaging, in connection with (i) the purchase and sale of goods and services including through an online marketplace, and (ii) this Agreement; your use of the Inside & Out Motherhood marketplace site and your marketing, promotion, offering for sale, or selling any Products through Inside & Out Motherhood. Upon Inside & Out Motherhood’s request, you will promptly provide Inside & Out Motherhood with (i) certificates of authenticity (or similar documentation considered acceptable by commercial or industry standards, as determined in Inside & Out Motherhood’s sole discretion) for Products, (ii) documentation (e.g. email verifications from the brand owner or supplier) showing that you have a legal right to sell the Products through the Partum site, (iii) documentation (e.g. email verifications from applicable rights holders) showing that you are licensed or otherwise have a right to sell said products on the the Partum marketplace.

(b) Legal Right to Sell. You may sell a Product on Partum through the marketplace site if you are an authorized original seller of that Product. Authorized resellers of products are not permitted to list products on the Partum marketplace.

(c) Product Authenticity. You may only sell Products through the marketplace site that are new and authentic. You must maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeit, illegal or misbranded. You may not (and you represent and warrant that you will not) list any Product or Retailer Product Content that is counterfeit, illegal, stolen, or fraudulent, or infringes any third-party “Intellectual Property Rights” (meaning any patent, copyright, trademark, service mark, trade dress (including any proprietary “look and feel”), trade name, logo, moral right, trade secret and any other intellectual property right), or that you otherwise do not have the right to sell. All information you provide about the Product must be accurate, current, and complete and not misleading, deceptive, or fraudulent in any way. 

(d) Prohibited Listings. Inside & Out Motherhood Inc, in its sole discretion and for any reason, may prohibit you or ask you to refrain from listing any Products on the Partum site or otherwise using the Partum Tools and Services. In addition, Inside & Out Motherhood Inc may remove your listings in its sole discretion and for any reason, including but not limited to in response to notices of alleged copyright infringement, trademark misappropriation, or other intellectual property claims. If Inside & Out Motherhood requests that you remove Products from the Partum Sites, you must make commercially reasonable efforts to remove the Products or Retailer Product Content promptly, and in any event within 24 hours of such request so that the Products and related Retailer Product Content no longer appear on the Partum Sites. You will not list or include such removed Products or Retailer Product Content on the Partum site at any time unless their inclusion is expressly authorized by Inside & Out Motherhood Inc in writing. 

You hereby covenant and agree that you will not list, offer or sell Products that: (a) are stolen, replicas, counterfeits or unauthorized copies; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) You do not have full right and authority to sell; (d) represent a potential danger for the health or well-being of Customers (unless You have  appropriate regulatory approvals) and/or (e) create or increase the liability for Inside & Out Motherhood Inc.

(e) General Product Approval/Removal 
In order to create a curated, high-quality marketplace that is up to Partum’s standards, Inside & Out Motherhood Inc may approve or deny Vendor applications at their discretion. Partum may also remove, in its sole discretion, any listings for products that do not fit its standards and do not adhere to its guidelines including but not limited to (a) product listings with poor quality product photos; (b) poorly written or product descriptions with insufficient detail; (c) products that do not appear up to Partum’s quality standards; (d) brands that do not fit with Inside & Out Motherhood Inc values, mission or product criteria. 

Section 3: Retailer Product Content and Retailer Trademarks 

You may provide certain product information and any related media, materials, links, images, and other content in connection with this Agreement and your offering, listing or selling of Products through the Partum site (referred to herein as the “Retailer Product Content”). You represent and warrant that all Retailer Product Content you provide is truthful and accurate and is in compliance with all Product Policies and that you will not use Retailer Product Content to redirect Customers and/or end users of the Inside & Out Motherhood sites to any other sales channels. You hereby grant Inside & Out Motherhood Inc and its affiliates, and its service providers and marketing partners, a non-exclusive, royalty-free, perpetual, sub-licensable, irrevocable right and license (a) to publish, reproduce, display, distribute, transmit and otherwise use Retailer’s name, trademarks, service marks, and logos (“Retailer Marks”), and (b) to publish and perform, reproduce, distribute, transmit, display, modify, create derivative works of, and otherwise use and commercially exploit all Retailer Product Content, in each case in connection with the Partum Marketplace (including without limitation advertising, marketing and promoting the Products, other products, or the Marketplace Program through the Partum site, third party websites, e-mail, social media or any other medium). 

Section 4: Required Product Information 

 (a) Retailer Product Content. In order for Vendor to start listing Products on the Site, Inside & Out Motherhood Inc will open on Vendor’s behalf a Vendor marketplace account on the Vendor Portal. Within (3) three weeks from the opening of the account, Vendor will be required to upload all necessary Retailer Product Content and prepare the Vendor storefront to go live on the Partum Site. If Vendor fails to take any such actions within the aforementioned period, Inside & Out Motherhood Inc may suspend the account. 

(b) Listings/Categories. In order to list a product for sale on the Partum site, you must provide all requested Retailer Product Content. You will be responsible for selecting the proper tags to categorize your products in accordance with the [website terms of use and Vendor Content Guidelines]. You must only assign value or category tags that are accurate and true. 

 (c) Inventory/Stock. You will use commercially reasonable efforts to maintain inventory for those Products you have listed on the Partum site. If an item is out of stock, you must update your product listing to prevent customers from unknowingly purchasing an item that is unavailable or requires an unreasonably longer wait time until delivery.

Section 5: Fees and Payment 

(a) Commission Fees. Inside & Out Motherhood Inc will earn a commission fee on the sale of Products only; commission will not be charged on shipping and tax charges. Inside & Out Motherhood Inc will take a 13% commission, as well as an additional $1 per transaction (the “Commission Fee”). Inside & Out Motherhood Inc will pay you, on the first of each month, the total amount it collects from the sale of your Products through the Partum site, minus the Commission Fee, for Products shipped the previous month.

(b) Payment. At Inside & Out Motherhood Inc’s option, all payments to your bank account will be remitted through an Automated Clearing House (ACH) system. If Inside & Out Motherhood concludes that your actions and/or performance in connection with this Agreement may result in customer disputes, chargebacks or other claims, then Inside & Out Motherhood may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (i) a period of 90 days following the initial date of suspension of your account; or (ii) completion of any investigation(s) regarding your actions and/or performance in connection with this Agreement. As a security measure, Inside & Out Motherhood may in its sole discretion, but is not required to, impose transaction limits on you or some or all Customers 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. 

Section 6: Purchase/Order Processing, Fulfillment, and Shipping 

(a) Orders. Vendor will be the merchant of record. Customers purchasing Products through the Site will place orders using the Inside & Out Motherhood Inc checkout system and Inside & Out Motherhood will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Vendor to Inside & Out Motherhood. The Customer is the purchaser of record. Inside & Out Motherhood will electronically transmit to Vendor the order information (e.g. Customer full name, shipping address, and/or an email address) (“Transaction Information”) that Inside & Out Motherhood determines Vendor needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer Service. After a Customer orders a Product on the Partum site, Inside & Out Motherhood will send an automated email message to each Customer confirming receipt of an order. Vendor will provide Inside & Out Motherhood with Vendor’s Customer service contact information, which shall include, without limitation, an email address and phone number at which Customer inquiries may be directed, which Partum may include in such confirmation email and/or on the Site.

(b) Order Fulfillment. (a) Once Partum has transmitted an order to Vendor, Vendor will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping of Products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer Service. Vendor agrees that legal ownership and all risk of loss of the Products remains with Vendor until the Customer receives the Product from Vendor. If Vendor cannot fulfill the entire quantity of a purchase order (PO) line in a single order, then the Vendor will cancel that PO line, fulfill all other lines in the order and immediately notify Inside & Out Motherhood of such cancellation. If the order consists of one PO line that Vendor cannot fulfill the entire quantity for, then Vendor will cancel the entire order and immediately notify Inside & Out Motherhood. (b) Vendor will ship only the Product purchased by the Customer and will not include any additional Products, substitute Products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Vendor as long as such materials do not in any way promote other third-party marketplaces or otherwise violate this Agreement and/ or the Partum [website terms of use]. 

(c) Shipping Options. You are responsible for properly specifying shipping options for all Products that you offer for sale on the Partum Marketplace. You will provide, in a clear and identifiable manner, Customers with the shipping, handling and any other charges for each Product. You will not enable shipping for any Product in any region where the sale of such product violates any Product  Policy or applicable Law. You will use reasonable best efforts to offer competitive shipping options and charges to the Customer in connection with the sale of Products on the Partum site. 

(d) Shipping Process. You will be responsible for shipping all Products purchased by Customers in a timely manner. Products must be shipped within 2-5 days of an order being placed. You will be responsible for all shipping charges and for any costs or charges related to shipping-related problems, including without limitation, damaged or lost Products, late shipments or misdelivery. If you cannot meet the On-Time Ship Standard for any Product, you will provide Customers with email notification of such delay and include all information that may be requested by Inside & Out Motherhood in such notification. You will be solely liable for all costs related to any duplicate or inaccurate shipments based upon your retransmission of orders through Partum Marketplace. You may only send a shipment confirmation notice to customers following shipment of an order. Packaging for Products should not contain any Vendor marketing materials that are not included as standard marketing materials with all of your Product shipments, and emails sent by you to Customers in connection with an order will not contain any marketing materials or links to any Retailer or third party website, except for links to shipping websites that permit the Customer to track shipment of their order. 

(e) Risk of Fraud or Loss. Please note that, though Inside & Out Motherhood will bear the risk of credit card fraud occurring in connection with an Order, you will bear all other risk of fraud or loss and all costs related thereto. For all credit card chargebacks for which you bear the risk, Inside & Out Motherhood Inc will offset such chargeback amounts against amounts otherwise owed to you, or send you an invoice for the chargeback amount; provided that you hereby covenant and agree to pay such invoice within 30 days of receipt thereof. Notwithstanding the foregoing, Inside & Out Motherhood Inc will not bear the risk of credit card fraud in connection with any Product that is not shipped by you to the shipping address specified in the Transaction Information provided by Inside & Out Motherhood Inc, and you will be responsible for all costs related to such credit card fraud under such circumstances.

Section 7: Cancellations, Returns, Refunds, and Recalls 

(a) Cancellations and Returns. You are responsible for processing all Customer cancellations, returns, refunds and/or customer service price adjustments. You will stop and/or cancel any order (which is any item(s) a customer purchases on the Partum marketplace) if so requested by Inside & Out Motherhood; provided, however, that if you have transferred Products to a shipper, you will use commercially reasonable efforts to stop and or cancel delivery by the shipper. Your return and refund policies for Products sold through the Partum Marketplace will be no less favorable to Customers than your most favorable policies offered on your website (“Retailer Site”) for such Products, including, for avoidance of doubt, any promotional and temporary offers related to such Products. You will notify Inside & Out Motherhood Inc of any material changes to your customer return, refund or price adjustment policies at least 5 days prior to your implementation of such changes. 

(b) Refunds. You will be responsible for all non-cash refunds (e.g., store credit, gift cards and exchanges) owed to Customers. If you determine a Customer is due a cash refund (e.g., via a refund to the Customer’s credit card, debit card or other form of original payment) you will notify Inside & Out Motherhood Inc and include any other related information as may be requested by Inside & Out Motherhood Inc. For cash refunds Inside & Out Motherhood will provide the refund to the Customer via the Customer’s original payment method (e.g., credit or debit card) if possible and Inside & Out Motherhood will refund to you the amount of the Commission Fee attributable to the amount of the Customer refund (excluding any refunded taxes); provided that Inside & Out Motherhood will have no liability for refunds offered by you in excess of the purchase price. If you provide Customer with a cash or non-cash refund directly, Inside & Out Motherhood will retain the full amount of the Commission Fee attributable to such Customer refund. If Inside & Out Motherhood makes a cash refund to a Customer for a Product returned to you, Inside & Out Motherhood, in its sole discretion, will obtain a refund of the payment received by you for such returned Products either (i) via offset of any amounts payable by Inside & Out Motherhood to you or (ii) by sending you an invoice for the such amount; provided that you hereby covenant and agree to pay such invoice within 30 days of receipt thereof. 

(c) Recalls. Inside & Out Motherhood will have no responsibility or liability for any recalls of Products sold through the Partum Marketplace. You are solely responsible for any non-conformity or defect in, or any public or private recall of Retailer’s Products. You will promptly remove any recalled Products from the Partum Marketplace by un-publishing or retiring the Product through the Vendor Portal. You will notify Inside & Out Motherhood by e-mail of all Product recalls within 24 hours of becoming aware of the recall and will promptly provide Inside & Out Motherhood with all information that Inside & Out Motherhood may reasonably request regarding the recall. 

Section 8: Parity Pricing, Special Offers and Promotions 

(a) Parity. You will maintain parity between the Products you offer through any other online sales channel and the Products offered on the Partum site by ensuring that at all times: (a) except for in connection with Excluded Offers (as defined below), the purchase price and every other term of offer and/or sale of the Products (including associated shipping and handling charges and options, any “low price” guarantee, rebate or discount, any free or discounted products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to Partum Customers as the most favorable terms upon which a product is offered and/or sold via any other online sales channel; (b) customer service for the Products is at least as responsive and available and offers at least the same level of support as the most favorable customer service offered in connection with the Retailer Site; and (c) the Vendor Product Content provided by you for the Partum site (i) is at least the same level of quality as the highest quality information displayed or used on the Vendor Site or any other online sales channel for Vendor’s Products and (ii) provides users of the Partum site with at least as much product information, images and other content as the information provided on the Vendor Site or any other online sales channel for Vendor’s Products. Promptly upon the Vendor having actual knowledge, or when the Vendor should reasonably have had knowledge, of any non-compliance or violation of sub-clause (a) above, you will promptly notify Inside & Out Motherhood and compensate adversely affected Customers by making appropriate refunds to such Customers in accordance with the procedures set forth in Section 7 for providing customers with cash refunds.

(b) Special Offers and Promotions. If you make any public promotions generally available to all users of the Vendor Site (“Public Promotions”) and Inside & Out Motherhood cannot support such Public Promotion, then you will provide an equivalent offer or promotion to Partum Customers to the extent possible. You will work in good faith with Inside & Out Motherhood to maximize the number of Vendor offers and promotions (including equivalent offers and promotions) made available to Partum Customers. Inside & Out Motherhood may choose, in its sole discretion, not to permit certain special offers or promotions offered by you on the Inside & Out Motherhood site (e.g., where Inside & Out Motherhood cannot support the special offer or promotion) and may request that you remove any such special offers or promotions. Notwithstanding the foregoing, you will not be required to make available to Partum Customers (i) private promotions offered only to all or a subset of your existing customers by e-mail or regular mail; (ii) Public Promotions that Inside & Out Motherhood has indicated in writing that it cannot support and an equivalent offer or promotion cannot be provided; (iii) non-product specific offers such as “low price” guarantees, global and/or category specific coupons that the customer must take action to redeem; (iv) offers which are either not advertised as redeemed at or otherwise not redeemable at the point of sale, such as, without limitation, mail-in rebates and manufacturer incentives; or (v) incentives provided in connection with any loyalty program (collectively, “Excluded Offers”); provided that, if Inside & Out Motherhood is able to support any Excluded Offer at any time in which Vendor has Products that are listed on the Inside & Out Motherhood site and subject to an Excluded Offer through the Vendor Site, and desires to do so, you will make such special offer or promotion available to Partum’s site and/or Customers.

Section 9: Customer Service 

(a) Obligations. You will be responsible for all customer service, as defined by issues, questions and/or concerns relating to the product, just like if you were selling the product on your website, except for issues related to payment. In performing such customer service, you shall at all times represent yourself as a separate entity from Inside & Out Motherhood. You will not disparage, denigrate or otherwise communicate negatively (whether through public means or via private correspondence) about Inside & Out Motherhood or its affiliates or Products or services offered by or through Inside & Out Motherhood when performing customer service obligations or any other obligation under this Agreement. If you monitor or record customer service calls, you must give notice of such monitoring or recording to all Customers during each such call prior to providing any customer service and you hereby covenant and agree to comply with all applicable Laws and regulations in connection with such monitoring or recording in the performance of customer service obligations. 

(b) Adjustments. Inside & Out Motherhood Inc reserves the right to provide a customer service adjustment (not to exceed the total amount paid by such Customer in connection with the Products, including without limitation, taxes and gift wrapping and shipping fees) to a Customer that Inside & Out Motherhood reasonably determines has not been dealt with correctly by your customer service, and offset such amounts against amounts otherwise owed to you or by sending you an invoice for such amounts; provided that you hereby covenant and agree to pay such invoice within 30 days of receipt thereof. 

Section 10: Reporting and Audit Rights 

(a) Reporting. You will, within a reasonable period of time (in any event, not to exceed 30 days) following request from Inside & Out Motherhood, provide Inside & Out Motherhood with any reports, information or other documentation relating to your compliance with this Agreement and applicable Law reasonably requested by Inside & Out Motherhood. In the event Inside & Out Motherhood requests that you provide Inside & Out Motherhood with copies of reports that you were required to file with any other regulatory agency, you will provide such reports within 7 days of Inside & Out Motherhood’s written request. 

(b) Audit Rights. You will keep accurate and complete books, records and accounts related to Marketplace Program transactions and this Agreement, and will allow Partum, or its duly authorized representative, the right, upon not less than 5 business days prior written notice, during the Term of this Agreement and for 2 years after its termination or expiration, to conduct, during regular business hours, full and independent audits and investigations of all information, books, records and accounts reasonably required by Inside & Out Motherhood to confirm your compliance with the terms of this Agreement and applicable Law. 

Section 11: Ownership and Use Rights 

(a) Ownership of Partum Marketplace. Partum, its affiliates, and their service providers and licensors retain all right, title and interest (including all Intellectual Property Rights) in and to (i) the Partum Marketplace (ii) all data received from you in connection with the foregoing, and (iii) any of their confidential or proprietary information. Except for a limited right for you to access the Partum website made available to you in accordance with and subject to all the terms and conditions of this Agreement, Inside & Out Motherhood, its affiliates, and their service providers and licensors, as applicable, retain all rights in the foregoing and grant no other rights or licenses (whether by implication, estoppel, or otherwise) under any of their Intellectual Property Rights under or in connection with this Agreement. 

(b) Ownership of Transaction Information. Inside & Out Motherhood Inc owns (and you hereby assign to Inside & Out Motherhood) all Transaction Information and all other information relating to Orders or Products, including but not limited to information that is entered into an Partum site, information that is created as a result of a transaction, and ratings and reviews provided by Customers. All such information is subject to the Inside & Out Motherhood Inc Privacy Policy and any additional privacy guidelines posted by Partum.  

(c) Use of Transaction Information. You may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, the Inside & Out Motherhood Privacy Policy and any other applicable Privacy Policies, and applicable Law. You will not (i) disclose or convey any Transaction Information to any third party (except as necessary for you to perform your obligations under the Agreement); (ii) use any Transaction Information to conduct customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect any amounts in connection therewith or to influence such Customer to make an alternative or additional purchase; (iv) target communications of any kind on the basis of the intended recipient being a Partum user; or (v) use any information about Partum Customers gained through the Marketplace Program to directly solicit such Inside & Out Motherhood Customers through any other sales channels. The foregoing does not prevent you from using information you gathered independent of the Marketplace Program, provided that you do not target communications on the basis of the intended recipient being an Partum user. 

(d) Ratings and Reviews. Inside & Out Motherhood may use mechanisms that rate or review, or allow users to rate or review, your Products and your performance as a seller and Partum may make these ratings publicly available. Inside & Out Motherhood will have no liability to you for the content or accuracy of any ratings or reviews. You will have no ownership interest in or license to use any rating or reviews posted on the Partum site. 

(e) Suggestions and Feedback. If you provide or make available suggestions, comments, ideas, improvements or other feedback or materials to Inside & Out Motherhood Inc or its affiliates in connection with the Partum Marketplace or other subject matter of this Agreement, Partumwill be free to disclose, reproduce, modify, license, transfer and otherwise distribute, and use and exploit any of the foregoing feedback or materials in any manner and in perpetuity. 

Section 12: Termination or Suspension; Survival 

Inside & Out Motherhood Inc may terminate this Agreement with you at any time in its sole discretion without notice to you on the Vendor Portal or otherwise. Inside & Out Motherhood may also immediately terminate or suspend your participation in the Partum Marketplace, your access to Partum Vendor Portal or remove your listings at any time in its sole discretion if you violate the terms of this Agreement.

Section 13: General Release and Indemnification 

(a) General Release. Partum and its affiliates are not parties to any transactions through the Marketplace Program between you and any Customers or the manufacturers or distributors of such Products. You hereby release (and agree to release) Inside & Out Motherhood and its affiliates (and their respective employees, shareholders, directors, agents and representatives) from any and all claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable attorneys’ fees and costs of any investigation, defense, and settlement) arising out of any Claims involving you and any third party or governmental entity or agency. 

(b) Indemnity. You will defend (at Inside & Out Motherhood’s option), indemnify and hold Inside & Out Motherhood and its affiliates (and their respective employees, shareholders, directors, agents and representatives) harmless from and against any and all claims, costs, losses, damages (including any indirect, special incidental, or consequential damages), judgments, fines, penalties, interest, costs, and expenses (including reasonable attorneys’ fees and costs of any investigation, defense, and settlement) arising out of any Claims (as defined below) that arise out of or relate to: (i) any breach (or alleged acts or omissions that if true would be a breach) of any of your representations, warranties, covenants or obligations set forth in this Agreement; or (ii) the Retailer Site or other sales channels unaffiliated with Partum, the Products, any Retailer Product Content, the advertisement, offer, sale or return of any Products, any actual or alleged infringement of any Intellectual Property Rights by you, the Products, or any Retailer Product Content, or any taxes owed by you, or the collection, payment or failure to collect or pay such taxes. You hereby agree to fully and complete cooperation with Inside & Out Motherhood and its representatives in connection with any Claims, and to promptly provide any and all documentation, and information reasonably requested by Inside & Out Motherhood in connection with any Claim. Inside & Out Motherhood will have the right to control all defense and settlement of Claims. 

(c) Claims. “Claim” means any action, allegation, claim, demand, lawsuit, legal proceeding, administrative or other proceedings or litigation, inquiry, audit, or investigation. 

Section 14: Limitation of Liability

(a) No Consequential Damages. IN NO EVENT SHALL INSIDE & OUT MOTHERHOOD OR ITS AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS OR LOSS OF DATA, (B) EXEMPLARY, ENHANCED, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR THE LIKE, OR (C) FOR COST OF COVER, RECOVERY OR RECOUPMENT OF ANY INVESTMENT, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER INSIDE & OUT MOTHERHOOD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

(b) Monetary Cap. IN NO EVENT SHALL INSIDE & OUT MOTHERHOOD’S OR ITS AFFILIATES’ AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, COSTS, LOSSES, DAMAGES (INCLUDING ANY INDIRECT, SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES), JUDGMENTS, FINES, PENALTIES, INTEREST, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND COSTS OF ANY INVESTIGATION, DEFENSE, AND SETTLEMENT) FOR ANY REASON WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE TOTAL COMMISSION FEES PAID BY YOU TO INSIDE & OUT MOTHERHOOD PURSUANT TO THIS AGREEMENT DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. 

(c) Survival of Limitations. THE LIMITATIONS SPECIFIED IN THIS SECTION 14 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

Section 15: No Warranties

THE MARKETPLACE PROGRAM AND THE PARTUM SITE IS PROVIDED ON AN “AS IS” BASIS. NEITHER INSIDE & OUT MOTHERHOOD NOR ITS AFFILIATES MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION: (a) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; (b) THAT THE MARKETPLACE PROGRAM WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR; AND (c) ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, INSIDE & OUT MOTHERHOOD AND ITS AFFILIATES DISCLAIM ANY AND ALL SUCH WARRANTIES.