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Pedro Jaramillo
President/CEO
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The daprose.com eResellersClub Membership Rules
Last Edited:
03/24/2011 10:02:34 AM
Please carefully read these Standard Membership Rules for the daprose.com
eResellersClub, which
apply to all members of the eRellersClub. If you do not wish to comply with these Rules,
you should immediately cancel your membership in accordance with Section 4
below.
1. Membership. Subject to your compliance with these Rules and payment of the
membership fees of $395.00 USD you agreed to when joining the eResellersClub of daprose.com, you will have a
membership with daprose.com including the right to purchase products and services
from daprose.com.
2. Registration. You agree to provide us with accurate and complete information,
including your legal name, street address, email address and telephone number.
All information will be subject to the standard daprose.com Privacy Policy. You
warrant that any credit card or bank account information you provide is accurate
and that you have the right to use the account.
3. Renewal Fees. For an annual renewal fee (which is currently $39) you will
receive updated catalogs, price lists and other information available to daprose.com members Only. daprose.com may change prices or institute new fees at
any time. The renewal fee will be automatically charged on the 19th day of your
anniversary month, or the next business day thereafter, to the credit card or
bank account you have provided us, unless you inactivate or cancel your
membership in accordance with Section 4 below.
4. Cancellation. If you cancel and return your membership materials within 30
days of joining daprose.com, you are eligible for a full refund of your
membership fees (excluding shipping and handling).Call 1-713-893-3493 for easy
cancellation instructions. If you cancel after 30 days, you will remain
responsible for any remaining membership fees until paid in full.
5. Fees and Credits. You are responsible for all charges incurred, including
your initial membership fee in accordance with the payment plan you agreed to
when joining, your annual renewal fee, and payment for any products and services
or materials you order from daprose.com. Payments made by electronic funds
transfer (EFT) will result in a hold on shipment or account status of
approximately seven to nine business days. Except as specifically provided in
Section 4 above, all amounts paid to daprose.com are nonrefundable. Upon
suspension, cancellation, or termination of your membership any unused credits
remaining in your account remain the property of daprose.com. Special Account
Credits may be used for products and services, supplies and recurring fees and
charges, are non-refundable, may not be used to purchase gift cards or
additional credits, and expire one year from the date of issuance.
6. Suspension. If you fail to pay for any purchases from daprose.com, if any fees
or charges are due but unpaid to daprose.com or its affiliate eResellersClub, or
if your account is delinquent, daprose.com may automatically apply any credits in
your account to pay the balance due, or your membership may be suspended or
canceled at daprose.com's discretion. Your account may be suspended if you become
inactive or do not place at least one products and services order per year. If
your account is suspended you may reactivate your account by paying a
reactivation fee (which is currently $69).
7. Termination. daprose.com may immediately terminate your membership, if you
breach any provision of these Rules, engage in any prohibited activities or aid
and abet anyone listed in a Fraud Alert or if you fail to pay any fees or
charges when due. daprose.com also reserves the right to terminate any membership
upon refund of the most recent annual fee. If your membership is terminated for
any reason other than non-payment, you may not rejoin daprose.com, either
directly or through another person. The provisions of Sections 8 through 21 will
survive suspension, termination or cancellation.
8. Communication. Throughout the course of your membership, daprose.com may
contact you for administrative and promotional reasons by mail, email or
telephone, including pre-recorded messages. You may be able to opt out of some
of these communication channels by calling Member Support, or in the case of
email by using the “opt out” function provided with each mailing.
9. Prohibited Activities. You may not directly or indirectly (a) use the names
daprose.com Products and Services in the conduct of your business,
(b) infringe on any daprose.com trade names, trademarks or copyrights, (c)
contact or solicit other daprose.com members, (d) use your daprose.com membership
in any manner or for any purpose other than selling daprose.com products, (e)
distribute daprose.com products outside authorized sales channels, (f) engage in
any unlawful, unfair or deceptive business practice, (g) fail to conduct your
business in an honest and ethical manner, (h) engage in any abusive, tortious or
unprofessional language or conduct, (i) violate any applicable law or
regulation, (j) compete against daprose.com or its affiliates, (k) do anything to
harm daprose.com, its affiliates or other members, or degrade daprose.com's
goodwill or reputation, or (l) do business with any person who does any of the
foregoing or is listed in a Fraud Alert.
10. Compliance. You are solely responsible for all aspects of operating your
business. You agree to comply with all applicable federal, state and local laws,
ordinances and regulations in connection with the operation of your business and
the sale and marketing of our products. You agree to comply with any
manufacturer’s restrictions on the sale of their products. You agree to
indemnify and defend daprose.com from any claims or demands in connection with
your negligence, misconduct or violation of any laws.
11. Taxes. You are solely responsible for calculating, collecting, withholding,
reporting and paying any and all applicable taxes, duties and levies, including
without limitation states and local sales and use taxes, and federal and state
income taxes.
12. Trademarks and Copyrights. You may not use the name daprose.com®, the
daprose.com logo or any other trademarks or trade names of daprose.com or its
affiliates, or any confusingly similar names, in any manner. You may not use the
name or likeness of any daprose.com spokesperson, employee or other member. You
may not copy or link to www.daprose.com or any other website of daprose.com or its
affiliates. You may not copy or use any copyrighted text, graphics, CD-ROM or
online content of daprose.com or its affiliates. You may only copy or use
designated daprose.com product descriptions, product photographs, and .jpg files
on your website to advertise products you purchased from daprose.com for sale to
your customers, and not in any other manner or for any other purpose. You may
not delegate or authorize any other person do so, whether on your behalf or
otherwise.
13. Warranty Exclusion. daprose.com IS NOT LIABLE FOR ANY LOSSES, COSTS OR
DAMAGES ARISING DIRECTLY OR INDIRECTLY FROM YOUR MEMBERSHIP, THE SERVICES WE
PROVIDE OR THE SALE OF OUR PRODUCTS. NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE IS GIVEN OR
ASSUMED BY daprose.com OR ITS AFFILIATES, AND ALL SUCH WARRANTIES,
REPRESENTATIONS AND TERMS ARE HEREBY DISCLAIMED AND EXPRESSLY EXCLUDED. NO
ADVICE OR INFORMATION GIVEN BY daprose.com OR ANY OF OUR REPRESENTATIVES SHALL
CREATE ANY WARRANTY.
14. Damage Limitation. OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS
RELATING TO OR ARISING OUT OF YOUR MEMBERSHIP SHALL NOT EXCEED THE TOTAL AMOUNT
OF THE MEMBERSHIP FEES YOU HAVE PAID TO US WITHIN THE PRIOR YEAR. daprose.com AND
ITS AFFILIATES SHALL IN NO EVENT BE LIABLE FOR ANY PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR LOST PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES, AND EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT
FAILS OF ITS ESSENTIAL PURPOSE.
15. Notice of Claims. You will promptly notify us in writing if any third party
makes any claim of infringement of any copyright, trademark or patent. If in our
judgment the sale or use of any daprose.com products may be found to infringe the
property rights of a third party or presents a consumer safety hazard, we may,
at our option, require you to return the infringing products for a products and
services credit or exchange.
16. No Agency. You agree and acknowledge that you and daprose.com have an
independent business relationship. Nothing about your membership or provided for
in these Rules shall be deemed to create a partnership, franchise, joint venture
or agency, and neither party is the other's partner, franchisee, employee, agent
or representative. You will not state, imply or hold yourself out to anyone as
being associated, affiliated with or endorsed by daprose.com, and have no right
to obligate or bind daprose.com in any manner whatsoever.
17. Third-Parties. These Rules are intended and agreed to be solely for the
benefit of you and daprose.com and its affiliates, and no other party shall
accrue any benefit, claim or right of any kind whatsoever hereunder.
18. Arbitration. Any controversy, dispute or claim of any nature whatsoever
arising out of, in connection with or in relation to your daprose.com membership
or these Rules, or involving you and daprose.com, including the issue or
arbitrability of any such claims, will be resolved by binding arbitration before
a mediator in Katy, Texas. If you are not a resident of the United States, the
UNCITRAL Arbitration Rules shall apply. The prevailing party will be awarded all
costs and expenses, including without limitation all arbitration, expert witness
and attorney fees, costs and expenses.
19. Texas Law. Your membership is deemed to be entered into and performed in
Katy, Texas. These Rules shall be governed by and construed in accordance with
the laws of the State of Texas without regard to conflicts of law provisions.
You consent to exclusive personal jurisdiction and venue in Forth Bend County,
Texas, and agree that it shall be the sole forum and venue for any and all
disputes involving daprose.com.
20. Miscellaneous. If one or more provisions of these Rules shall be held to be
invalid, illegal, or unenforceable, the validity, legality, and enforceability
of the remaining provisions shall not be construed as a waiver. Neither your
membership, these Rules, nor any of your rights or obligations thereunder may be
assigned, transferred or delegated to any third party without daprose.com's prior
written consent.
21. Amendments. The Rules may be revised or amended by daprose.com at any time in
its sole discretion, by posting the revised Rules at www.daprose.com and the
amended Rules will become effective 30 days after posting. No representative or
agent from daprose.com may modify or waive any of these Rules, except in writing
signed by the President of daprose.com.
22. Entire Agreement. The agreement you entered into when you joined daprose.com,
the daprose.com Privacy Policy, Terms of Use and these Rules constitute the
complete agreement between you and daprose.com, and supersede any other promise,
representation or agreement, whether written or oral. Any Gift Card Redemption
Website, daprose.com eCommerce Website, or other website or services provided by
eResellersClub are subject to the eResellersClub Standard Membership Rules.
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