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weSRCH.com REPORTS FOR SALE SELLER SERVICE AGREEMENT

 
weSRCH.com provides a website area for third-party (“Sellers”) and buyers (“Buyers”) to complete transactions at its Reports for Sale website. This Report Seller Service Agreement (the "Agreement") sets forth the terms and conditions on which you will act as a seller of written reports to be posted on weSRCH.com (“Service”). You must accept agreement to the terms and conditions set forth in this Agreement without change in order to access the website and use the Service. Further, you must accept agreement each and every time you log in and use the Services on weSRCH.com.
 
BY REGISTERING FOR AND USING THE SERVICE, AND/OR VISITING THIS WEBSITE, (collectively, including all Content available through the weSRCH.com domain name, the "weSRCH Website" or "Website"), YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, then please do not use the weSRCH Website or register.
 
ACCOUNT, PASSWORD AND SECURITY
In order to use the Service, you will have to create an account. You may never use another's account without permission of that person and weSRCH.com. When creating your account, you must provide accurate and complete information. You are solely responsible for any activity that occurs with regard to your account, and you must keep your account password secure. You must notify weSRCH.com immediately of any breach of security or unauthorized use of your account. Although weSRCH.com will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of weSRCH.com or others due to such unauthorized use.
 
SELLER CONDUCT
In using the Service, you understand that you are liable for all Reports, in whatever form that you make available to your customers. It is up to you to accurately describe the Report for sale. You acknowledge, warrant and agree that:
• You will not upload, post, email, transmit or otherwise make available any Report that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
• You will not harm minors in any way;
• You will not use the Service or the Site to send any materials to any persons under 18 years of age;
• You will not impersonate any person or entity, including, but not limited to, a weSRCH.com official, or falsely state or otherwise misrepresent your affiliation with weSRCH.com or any other person or entity;
• You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Information transmitted through the Service;
• You will not upload, post, email, transmit or otherwise make available any Report that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• You will not upload, post, email, transmit or otherwise make available any Report that infringes any patent, trademark, trade secret, copyright or other proprietary rights (Rights) of any person or entity (including rights of publicity or privacy;
• You will not upload, post, email, transmit or otherwise make available any Report that is counterfeited, illegal, stolen, or fraudulent.
• You will not upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas that are designated for such purpose and within the scope of such designation;
• You will not upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• You will not engage in any spamming activities in your use of the Service;
• If you engage in any unlawful spamming activity, weSRCH will report such conduct to the appropriate authorities and turn over any and all information, including personally identifiable information, to appropriate law enforcement persons or entities;
• weSRCH is serving as a “host”, and that you are therefore solely responsible for your email/SMS-ing activities using the Services;
• You warrant that you either have an ongoing business or personal relationship with or have obtained consents to send email/SMS messages to the persons on your own email/mobile phone list and on any lists you have acquired from a third party;
• weSRCH may request at any time that you provide proof that your email/SMS recipients have agreed to receive email/SMS messages from you. We may require that you provide the name of a list vendor and documentation of specific opt-in processes that you or the vendor have used;
• You will not interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of the networks connected to the Service;
• You will not intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law; or
• You will not stalk or otherwise harass another.

You acknowledge that weSRCH.com does not pre-screen any Report you post on the Service, but that weSRCH and its designees shall have the right (but not the obligation) in their sole discretion to rescind or terminate your use of the Service. You acknowledge and agree that weSRCH.com may preserve Reports and may also disclose information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms of Service; (c) respond to claims that any Report violates the rights of third-parties; or (d) protect the rights, property, or personal safety of weSRCH.com, its users, and/or the public. You understand that the technical processing and transmission of the Service, including your Reports, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You acknowledge that you use the Service at your own risk.
 
SPECIAL ADMONITIONS FOR INTERNATIONAL USE
Recognizing the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable Information. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
 
SALES, USE, VALUE-ADDED, CONSUMPTION, OR SIMILAR TAXES
You agree that it is the Seller’s responsibility to determine whether sales, use, value-added, consumption, or similar taxes apply to the transactions and to collect, report, and remit the correct tax to the appropriate tax authority. You also agree that weSRCH.com is not obligated to determine whether sales, use, value-added, consumption, or similar taxes apply and is not responsible to collect, report, or remit any sales, use, value-added, consumption, or similar taxes arising from any transaction.
 
FEES AND PAYMENT
You shall be responsible for all costs and expenses you incur in connection with the implementation and performance of your obligations under this Agreement, including any discounts you provide to the Buyer.
 
Seller will be paid from the net income of the Reports sold, net of all transaction and service fees (based on the current published rates on weSRCH.com).
 
Payments to U.S. resellers will be cut monthly at the end of the month for the previous month’s Reports sold; provided, however, no payment will be made for any month if the amount due is less than $50.00. Any payment(s) not made as a result of the amount due being less than $50.00 will be carried forward and paid when the aggregate amount due equals or exceeds $50.00.
 
Payments to foreign resellers will be cut quarterly at the end of the month for the previous quarter’s Reports sold; provided, however, no payment will be made for any month if the amount due is less than $500.00. Any payment(s) not made as a result of the amount due being less than $500.00 will be carried forward and paid when the aggregate amount due equals or exceeds $500.00.
 
These terms of fees and payment can be changed if mutually agreed to.
 
All payments from the Buyer will be made directly through PayPal. In the future it may be necessary for You to transact such payments through PayPal, and be subject to the applicable PayPal Terms of Use at http://www.paypal.com. weSRCH.com is not affiliated with PayPal, and neither is the agent, representative or employee of the other, and neither is responsible in any way for the actions or performance (or lack thereof) of the other.
 
We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our payment to You. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to reimburse Buyer, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions. We will obtain such reimbursement by deducting from future payments owed to Seller, reversing and credits to Seller’s Account, or seeking such reimbursement from Seller by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement.
 
RETURNS AND REFUNDS
You will provide us with your customer return and refund policies for display on the Website and accept and process returns and refunds relating to your Reports in accordance. If you notify us of any changes to your policies, we will use commercially reasonable efforts to post the changes. No change will be effective as to your Reports until we post the change on the Website. You will determine and calculate the amount of all refunds (including any taxes or other charges to be refunded and will route all refunds through weSRCH.com. We will provide any refunds to the customer, and you will reimburse us for all amounts refunded. You will provide refunds (that you are obligated to provide or as required by Law) promptly, but in no case later than thirty (30) days following the close of the sale.
 
INDEPENDENT CONTRACTORS
weSRCH.com and you are independent contractors, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, or (ii) constitute the parties as partners, joint venturers, co-owners or the like. All financial and other obligations associated with your business are your sole responsibility. You agree that you will not be treated as an employee of weSRCH.com for federal, state or local tax purposes, including but not limited to unemployment compensation or workers' compensation taxes, or for any other purpose. You are solely responsible for any and all taxes, whether federal, state, local, or international, which may be applicable to you business. You have neither the express nor any implied authority to accept orders from customers on behalf of weSRCH.com nor to enter into or modify contracts, whether oral or written, on behalf of weSRCH.com. You shall not represent that your products or services are affiliated with or endorsed by weSRCH.com, without weSRCH.com's prior written approval.
 
RESERVATION OF RIGHTS
weSRCH.com retains the right to determine the content, appearance, design, functionality, and all other aspects of the website and the Service (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the website and the Service and any element, aspect, portion or feature thereof, from time to time) and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, stop and/or cancel orders of your products if we ask you to do so. You will refund any customer, in accordance with this Agreement, that has been charged for an order that we stop or cancel.
 
PRIVACY
Read the weSRCH.com Privacy Notice. The Privacy Notice may be changed by us in the future. You should check the Privacy Notice frequently for changes. weSRCH.com and its affiliates may communicate with you in connection with your listing, sales, and the Service, electronically and in other media, and you consent to such communications regardless of any other communication preferences or similar preferences or requests you may have indicated on the Website or by any other means. When you use the Service, some personally identifiable information about you, including your feedback and the e-mail address associated with your account, may be displayed on the Website and may be viewed by potential buyers.
 
You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information acquired by you or your affiliates from weSRCH.com or its affiliates (or otherwise) as a result of this Agreement, the transactions contemplated hereby or the parties’ performance hereunder “Information”, except you may disclose this Information as necessary for you to perform you obligations under this Agreement, provided that you ensure that every recipient uses the Information only for that purpose and complies with the restrictions applicable to you related to that Information. The terms of this section do not prevent you from using other information that you obtain separately, even if such information is identical to the weSRCH.com Information, provided that you do not target communications on the basis of the intended recipient being a weSRCH.com user.
 
WARRANTY DISCLAIMERS
THE WESRCH.COM WEBSITE AND THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. WESRCH.COM EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES REGARDING OR RELATED TO THIS AGREEMENT, ANY MATERIALS OR ASSISTANCE PROVIDED TO YOU, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, COURSE OF PERFORMANCE OR DEALING, TRADE PRACTICE, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
 
YOU AGREE THAT YOUR USE OF THE WESRCH WEBSITE OR THE SERVICE SHALL BE AT YOUR OWN SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WESRCH.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE, THE SERVICE AND YOUR USE THEREOF. WESRCH.COM MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR THE SERVICE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY CHARACTER OR KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WESRCH WEBSITE OR THE SERVICE. WESRCH DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY, PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WESRCH WEBSITE, SERVICE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WESRCH.COM WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
 
LIMITATION OF LIABILITY
IN NO EVENT SHALL WESRCH.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER ARISING FROM, RESULTING FROM OR OTHERWISE CONCERNING (I) YOUR USE OF THE SERVICE, (II) ANY ERRORS, MISTAKES OR INACCURACIES OF CONTENT, (III) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE OR THE SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (VI) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THE SERVICE OR ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WESRCH WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY WHATSOEVER, AND WHETHER OR NOT WESRCH.COM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
 
YOU SPECIFICALLY ACKNOWLEDGE THAT WESRCH.COM SHALL NOT BE LIABLE FOR YOUR OR OTHER USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU OR ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
 
The Website is owned, controlled and offered by VLSI Research, Inc. (doing business as weSRCH.com) from its facilities in the United States of America. weSRCH.com makes no representations that the weSRCH.com Website is appropriate or available for use in other locations. Those who access or use the weSRCH.com Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
 
INDEMNITY
You agree to defend, indemnify and hold harmless VLSI Research, Inc., doing business as weSRCH.com, its parent corporation, officers, directors, employees and agents, from and against any and all Claims, damages, obligations, losses, liabilities, costs or indebtedness and expenses (including but not limited to attorney's fees) arising from, resulting from or otherwise concerning: (i) your use of and access to the weSRCH Website; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) Seller Taxes or the collection, payment, or failure to collect or pay Seller Taxes; (v) any Claim that one of your submissions caused damage to a third party. For purposes hereof: “Claim” means any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity; and “Seller Taxes: means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Website, or otherwise in connection with any action, inaction or omission of you or any affiliate of yours, or any of your or their respective employees, agents, contractors or representatives. This defense and indemnification obligation will survive these Terms of Service and your use of the weSRCH Website.
 
The provisions of this Agreement addressing INDEPENDENT CONTRACTORS, WARRANTY DISCLAIMERS, INDEMNITY, LIMITATION OF LIABILITY, AND TERM AND TERMINATION shall survive termination of this Agreement.
 
YOUR GRANT
By entering into this Agreement and listing a Report, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to weSRCH.com and its affiliates and operators of any website or other online point of presence (other than the Website) through which the Website and/or products or services available thereon are syndicated, offered, merchandized, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) 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 trademarks (provided you are unable to do so using standard functionality made available to you via the Service); provided further, however, that nothing in the Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party.
 
You represent and warrant that (i) you have the right, power and authority to enter into this Agreement and to fully perform your obligations under this Agreement; (ii) you own and otherwise control all of the rights to the content you submit to weSRCH.com and its affiliates; and (iii) the entering into and performance of this Agreement by you does not violate, conflict with, or result in a material default under any other contract or agreement to which you are a party, or by which you are bound.
 
ABILITY TO ACCEPT TERMS OF SERVICE
This portion of the weSRCH website is meant for use for those greater than 18 years old. You affirm that you are more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service.
 
TERMINATION
Either party may terminate this Agreement at any time by informing the other party via email. Upon termination, all fees incurred prior to the effective date of the termination will be deducted from any amounts owed to Seller. Also upon termination, any pending transactions will be cancelled. We reserve the right, upon termination, there will be a three-month waiting period for payment to Seller of any amounts due to ensure all transactions have been made.
 
SECURITY
All financial transactions occur only through PayPal. Note, you should never use the same email/password combination as you use for PayPal when signing up for a weSRCH.com account.
 
We encrypt all passwords and other sensitive information in our database. We also protect user-information off-line. If you have any questions about the security at our web site, you can contact us here.
 
SUPPLIMENTATION OF INFORMATION
It may be necessary for us to supplement the information we receive with information from third party sources, primarily PayPal, and you hereby consent to these supplementation activities.
 
GENERAL
By accessing, viewing or using this Website, you indicate that you understand and intend these Terms of Service to be the legal equivalent of a signed, written contract and equally binding, and that you accept these Terms of Service and agree to be legally bound by them. Please note that weSRCH.com reserves the right to change the Terms of Service under which this Website and its many offerings including the Service are extended to you. Your continued use of this Website following such modifications will be conclusively deemed acceptance of any changes to these Terms of Service.
 
You agree that: (i) the weSRCH Website shall be deemed solely based in California; and (ii) the weSRCH Website shall be deemed a passive website that does not give rise to personal jurisdiction over weSRCH.com, either specific or general, in jurisdictions other than California. These Terms of Service shall be governed by the internal substantive laws of the State of California, without regard to its conflict of laws principles OR THE Convention on Contracts for the International Sale of Goods. Any claim or dispute between you and weSRCH.com that arises in whole or in part from the weSRCH Website shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California. These Terms of Service, together with the General Terms of Service for the weSRCH.com Website and the Privacy Notice at https://www.wesrch.com/privacy-policy and any other legal notices published by weSRCH.com on the Website, shall constitute the entire agreement between you and weSRCH.com concerning the weSRCH Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and weSRCH's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. weSRCH.com reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the weSRCH Website following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND WESRCH.COM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WESRCH WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
 
CALIFORNIA Civil code § 1789.3
Californians have rights to the following information pursuat to California Civil Code § 1789.3 and California Business and Professions Code § 17538: The mailing address is VLSI Research Inc, 2290 North First St, Suite 202, San Jose, CA 95131, telephone number: 408-453-8844. Currently, there are no fees or charges associated with using weSRCH.com, other than the cost of any products or services purchased therein and any applicable taxes, shipping fees, and other charges associated with such purchases. We reserve the right to change the pricing on any such items. To contact use regarding weSRCH.com please click here. The Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in California may be contacted in writing at 400 R Street, Suite 3090, Sacramento, CA.
 
Last Updated On: Mar, 2014