ONECart Partner Terms of Service

ONECART TERMS OF SERVICE

The ONECart Terms of Service set out the terms and conditions upon which you may use the Next Jump Service and any application or functionality Next Jump makes available through the Next Jump Service.

By using the Next Jump Service or signing an Order Form, you agree to and accept the ONECart Terms of Service and the Order Form.

About Next Jump: Next Jump, Inc. is a company registered in Delaware, whose address is 261 Fifth Avenue, 8th Floor, New York, NY 10016. Next Jump (UK) Limited is a company registered in England and Wales with registered number 6156435 whose registered office is at Seventh Floor, Capital Tower, 91 Waterloo Road, London SE1 8RT. These companies are part of one group and are collectively referred to as “Next Jump”.

1. TERM

This Agreement shall commence on the Effective Date and be valid for one (1) year (“Initial Term“). This Agreement shall auto-renew for successive one (1) year terms at the expiration of the Initial Term unless either Party provides a written notice not to renew at least sixty (60) days prior to renewal. The Initial Term and all successive renewal terms are referred to collectively as the “Term”.

2. Description of Agreement

2.1 Merchant is a provider of certain products or services through its retail stores, catalogues, website, and/or other channels (“Merchant Products”).

2.2 Next Jump is a provider of an online shopping exchange and operates systems and services which present discounts to Next Jump corporate and rewards customers (“Next Jump Customers”) and Next Jump Customers’ members and employees and their invitees (collectively “End User” or “End Users”). Next Jump intends to provide Merchant with access to the Next Jump marketplace with the ONECart solution in order for Merchant to reach End Users (“Next Jump Program”). For the Term of this Agreement, Next Jump will create links and other promotional materials regarding Merchant offers, as specified in Section 3 below (“Merchant Offer”), and will post such links and materials through the Next Jump Program.

2.3 Notwithstanding anything contained in this Agreement to the contrary, Next Jump Customers and their affiliates have the ability to customize Next Jump Programs by determining the participating merchants from time to time and, accordingly, Merchant may not appear in all Next Jump Programs.

2.4 To fulfill Merchant Offers for certain eligible End Users, Next Jump may provide certain credits (“End User Benefit”) to End Users’ payment card accounts, bank accounts, or by posting alternate currencies to End Users’ accounts rather than a discount at the point of sale. Merchant consents to Next Jump obtaining the necessary transactional information to provide the End User Benefit to End Users as described herein. In this instance, Merchant shall reimburse Next Jump the End User Benefit in addition to paying all applicable fees to Next Jump.

2.5 Next Jump will conduct commerce with the End Users by accepting payment for the Merchant Products and collecting the transactional information using its proprietary ONECart solution. Merchant shall then fulfill the End User transactions by delivering the ordered Merchant Products to End Users.

3. MERCHANT Offer

3.1 Merchant agrees to provide to End Users the following offers on the Next Jump Program:

(a) A discount off Merchant Products throughout the Term of this Agreement at all times (“Ongoing Offer”);

(b) A discount that is greater than the Ongoing Offer during mutually agreed upon holiday time periods (“Limited Time Offer”); and

(c) Additional Limited Time Offer offered periodically within the Term of this Agreement upon a prior written agreement of the Parties.

3.2 The Ongoing Offer will be at least as low as the price Merchant offers to customers of any other partner or distributor. If Merchant enters into an agreement in the future to offer a greater discount (lower price) to customers of any other partner or distributor, then the Ongoing Offer and/or Limited Time Offer shall be lowered to conform to any other existing offer, and Merchant will notify Next Jump accordingly.

3.3 Merchant represents and warrants that all claims, statements, and representations made in its Merchant Offer and Merchant Products are true and accurate and in compliance with all applicable laws. 

4. PROGRAM Fees, PAYMENT TERMS AND REPORTING

4.1 Revenue Share. Next Jump shall process End Users’ purchase of Merchant Products on Next Jump Program and collect all revenues received through sales of Merchant Products derived from the Next Jump Program for the Merchant Offer (“Merchant Transaction“). Next Jump will retain a Commission of each transaction for all Merchant Transactions on the total Product Value (as defined below) per Merchant Transaction (“Revenue Share”) at a Commission rate described in the Order Form.

For purposes of this Agreement, “Product Value” means the purchase price for the Merchant Products sold pursuant to the terms of this Agreement less any and all applicable taxes, service charges, shipping and handling charges, gift certificates, promotional gift certificates, promotional offers, credits, refunds, discounts, chargebacks, credit card processing fees, and rebates.

4.2 Payments and Costs of Collection. Next Jump and Merchant agree that Next Jump shall be the private secure payment processor for all Merchant Transactions of Merchant Products. As all sales will be occurring on the Next Jump website, Next Jump shall be responsible for collecting from customers the purchase price for the products sold plus the applicable service, shipping and handling charges and taxes. Next Jump shall remit all proceeds received, less the Revenue Share, applicable promotional dollars or coupon amounts, chargebacks, and credit card fees, to Merchant on a monthly basis for the month prior. Payment shall be remitted to Merchant on the last Thursday of each calendar month, unless it is a bank holiday, in which payment will be remitted the next day that is not a weekend or holiday. When Parties agree on a need as noted on Order Form, Next Jump shall pass End User transactional information to Merchant via an SFTP File so that Merchant can fulfill the transaction by delivering the ordered Merchant Product to End Users.

  1. Reporting. When Parties agree on a need as noted on Order Form, Merchant shall provide Next Jump with monthly reports (the “Merchant Report”) every Tuesday for the prior week, with the number of returned product and any applicable Cancellations via email or SFTP.
  2. Tracking and Purchase Verification. In the event that Next Jump observes a discrepancy between Next Jump’s transaction records and the Merchant Report, Next Jump shall notify Merchant of such discrepancy. The Parties shall use reasonable efforts to promptly resolve such discrepancy and ensure that Next Jump is compensated an accurate Revenue Share payment. For transactions that are not confirmed within thirty (30) days of purchase, Next Jump shall fund End Users pending points and invoice Merchant on Revenue Share for unresolved verifications. Merchant shall pay the full invoice amount to Next Jump within seven (7) days of the date of such invoice.
  3. Late Payment and Collection. For all undisputed fees and costs that are unpaid seven (7) days after they are due, Merchant shall pay the greater of a late fee of 1.5% per week or the maximum percentage allowed by applicable law on all outstanding balances to Next Jump. Merchant shall be responsible for all collection costs, including without limitation, attorney’s fees.
  4. Taxes. Merchant shall provide Next Jump with its current (updated as warranted) tax table and advise Next Jump the exact and proper amount of sales tax that Next Jump is to collect during the sales transaction on the Next Jump Program. Next Jump shall pass the tax amount collected in accordance with Merchant’s tax table to Merchant together with the monthly payments as described in Section 4.2. Merchant shall be responsible for remitting such applicable tax to the applicable jurisdictions and taxing authorities. In no event shall Next Jump be liable to any taxing authority for payment of taxes on any transaction hereunder. Should Merchant supply an incorrect tax table or neglect to update same, Merchant shall be solely liable for the incorrect, unpaid, or uncollected tax amount. Merchant shall indemnify, defend, and hold harmless Next Jump and its affiliates and their respective directors, officers, members, representatives, agents, employees, and affiliates from any and all claims, liabilities, lawsuits, demands, charges, causes of action, and allegations (collectively the “Claims”) arising from or related to any tax on Merchant Products and/or Merchant’s obligation to remit tax to the applicable jurisdictions and taxing authorities.
  5. Merchant shall be solely responsible for payment card, credit card and association interchange fees, charge backs, and returns (collectively the “Credit Card Processing Fees”). Next Jump shall provide a file, in a mutually agreeable form, containing data on such expenses. Both Next Jump and Merchant shall collaborate on an accurate and robust system to track and account for returns via online channels.
  6. Merchant and Next Jump will reconcile the expenses described in Section 4.7, in addition to Revenue Share, and purchase transaction payments monthly. Should either Party observe a discrepancy regarding End User purchases between Next Jump’s transaction records and the monthly reporting data from Merchant, Next Jump will promptly notify Merchant of such discrepancy and provide relevant supporting documents.  The Parties shall use reasonable efforts to promptly resolve such discrepancy and ensure that Next Jump is compensated an accurate commission.

5. Next Jump and Merchant Obligations

5.1 Products and Services. Merchant shall be solely responsible for all sale and service of Merchant Products, including, without limitation, customer service, web operations, product support, quality and availability of products and services made available by Merchant, and fulfillment of orders and returns. Merchant covenants and agrees that it shall provide End User policies (with respect to returns, shipping, and user account privacy), products and customer service in a professional manner consistent with the level of service Merchant provides Merchant’s general customers. Merchant represents and warrants that it is and will remain PCI DSS compliant during the Term of this Agreement.

5.2 Customer Services. Merchant shall be solely and entirely responsible for customer care and support issues related to Merchant Products. Next Jump shall be responsible for customer care and support issues related to its WOWPoints, only. Upon execution of this Agreement, Merchant shall designate, at minimum, two telephone numbers and two email addresses; one for a specific agent or group of agents dedicated to provide End Users with customer care and support services (the “Merchant Customer Service Representative”), and one for the Next Jump Customer Service Team (the “Merchant Agent to Agent Service Representative), and provide the name, title, and direct phone number to each.

5.3 Fraudulent Purchases. Next Jump represents and warrants that it maintains fraud detection and prevention policies and procedures consistent with generally acceptable industry standards. To the extent either Party discovers fraud through the Next Jump systems, the Parties shall meet and confer to resolve such fraud as soon as possible. To the extent there is a fraudulent order and such purchase has not been delivered, Merchant shall have the right to cancel such order. To the extent that there is a fraudulent order and such order was delivered, Merchant shall be responsible for the Product Value on the applicable Merchant Transaction.

5.4 End User Data.

5.4.1 The Parties acknowledge and agree that Next Jump collects the personally identifiable information about End Users (“End User Data”) or about the recipient of a purchase made by End Users (“Recipient Data”) through the Next Jump Program. The End User Data and the Recipient Data are collectively referred to herein as the “Personal Data.” The Personal Data is owned by Next Jump and is the Confidential Information (defined below) of Next Jump. Merchant shall not use the Personal Data for any reason other than to perform its obligations under this Agreement, including, without limitation, fulfilling End Users’ orders and providing customer service regarding such orders. Merchant shall not directly market to End Users or recipients using the End User Data or Recipient Data. For the purpose of this Agreement, personally identifiable information is considered any data that can be used to distinguish an individual’s identity or can be directly linked to an individual. Merchant warrants that it will:

  • Hold the Personal Data confidential and use it solely for the purpose intended in this agreement;
  • Not disclose the Personal Data to any third party without prior written consent from Next Jump;
  • Conduct background checks on any staff or contractors who may have access to Personal Data;
  • Remove Personal Data from the Merchant’s systems upon request or termination of this agreement;
  • Allow Next Jump to review and audit the Merchant’s data security program and practices on an annual basis and subsequently work with Next Jump to mitigate any issues that may present high or medium risks to either organization;
  • Maintain compliance with the current PCI data security standard, if credit card information is received from Next Jump.
    1. Merchant acknowledges that Next Jump will send Personal Data when needed and agrees to protect the Personal Data in accordance with industry standard administrative, operational and technical controls and pursuant to all applicable laws, ordinances and statutes. Next Jump has the right to review and such controls from time to time.
  1. In addition to the obligations set forth in Section 5.4.1 and Section 5.4.2 above, Merchant agrees to:
  1. Notify Next Jump, in the event of a data breach involving the End User Data, within twenty four (24) hours after identifying the breach; and
  2. Allow Next Jump to review and audit the Merchant’s data security program and practices on an annual basis and work with Next Jump to mitigate any issues that Next Jump finds to present high or medium risks to either Party.
  3. Next Jump acknowledges and agrees that any data owned or controlled by Merchant prior to the Effective Date of this Agreement or collected other than directly through Next Jump shall not be subject to the requirements of Section 5.4.

5.5 Merchant Data. Notwithstanding, Merchant shall provide Next Jump with certain Merchant Products and service catalogue and inventory, including SKU level, image, pricing, name (long and short) (“Merchant Data”), on a mutually agreed upon schedule via an FTP file or another mutually agreed upon method. Merchant shall make the Merchant Data available each day of the week except Sunday and Federal bank holidays of the United States of America. All such Merchant Data shall be considered the Confidential Information (defined below) of Merchant and owned by Merchant except that Next Jump shall have the right to use and disclose the mutually agreed upon portions of the Merchant Data through the Next Jump Programs.

  1. Data Protection
    1. Data Controller. Next Jump is the Data Controller of the Personal Data.
    2. Merchant acknowledges and agrees that any use or processing of the Personal Data outside the terms of this Agreement, including, without limitation, the sharing of the End User Data or the Recipient Data with a third party, is prohibited.
    3. Compliance with Data Protection Laws. At any and all times during which the Parties are processing the Personal Data, the Parties shall:
  1. Comply with all applicable Data Protection Law, and not, by act or omission, place the other Party in violation of any applicable privacy or security law;
  2. Implement and maintain appropriate and reasonable technical and organizational security measures, to protect the personally identifying information relating to End Users who have purchased (or who are interested in purchasing) Merchant Products against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access and prevent a security breach relating to such data;
  3. Safely secure and encrypt all credit or other payment card data of End Users who have purchased a Merchant Product; and(d) Notify the other Party no later than one (1) working day from the date of obtaining actual knowledge of any Personal Data security breach and assist and cooperate with the other Party and take the appropriate remedial measures as required under applicable law.(e) Next Jump is registered with the UK Information Commissioner as a data processor (covered under the Data Protection Act 1998) with registered number is Z2001110. For the transfer of personal data outside the EEA Next Jump is registered under the Safe Harbor Agreement with the US Department of Commerce;(f) warrant that they will comply with all requirements of the laws pertaining to the protection of data;
    1. Integration. For the purposes of integration, Merchant shall provide Next Jump with the following information at a pace mutually agreed by both parties:
  1. Merchant shall provide Next Jump with one or more files, over an FTP interface, that includes all products from their site, excluding ineligible products, which includes products requiring personalization, and outlet products.
  2. Next Jump shall provide Merchant with one or more files, over an FTP interface, detailing orders that have been placed through the Next Jump Program since the last file.
  3. When physical goods are sold, Merchant shall provide Next Jump with one or more files, over an FTP interface, detailing shipments that have been made for orders placed through the Next Jump Program, including shipping date, carrier, and tracking information.
  4. When physical goods are sold, Merchant shall ship all orders within 48 hours of Next Jump charging the End User’s credit card.
  5. Merchant shall provide Next Jump with activation keys and/or codes in advance for all downloadable products.
  6. Merchant shall provide Next Jump with reporting on data relative to any returns, cancellations, or charge back and all items.

6. Licenses

In connection with Next Jump Program, Merchant hereby grants Next Jump a limited and non-exclusive license to use the name, logo, copyright, servicemark and/or trademark (collectively the “Trademarks”) owned or licensed by the Merchant, its parent, subsidiaries, and affiliates. Merchant also grants Next Jump a license to use Merchant’s name as a client reference in Next Jump marketing promotional materials. This license will terminate upon the termination of this Agreement or as otherwise expressly agreed to by the Parties in writing.

Next Jump may not modify the Merchant’s Trademarks without prior written consent of Merchant. Next Jump acknowledges that the Merchant’s Trademarks belong to Merchant and that it shall have no rights in such Trademarks except for the purposes set forth in this Agreement. Next Jump shall not use the Merchant’s Trademarks in any manner that is disparaging to Merchant (or its products or services) or that otherwise portrays Merchant (or its products or services) in a negative light. Any goodwill arising out of the use of the Merchant’s Trademarks hereunder shall inure to the benefit of Merchant. At no time during or after the Term of this Agreement will Next Jump directly or indirectly contest, use, challenge the Merchant’s Trademarks or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to such Merchant’s Trademarks, nor will Next Jump create a unitary composite mark involving the Merchant’s Trademarks.

7. Mutual Representations and Warranties

Each Party represents and warrants to the other Party that: (a) it is a duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) it is duly licensed or qualified to do business and is in good standing in all jurisdictions in which the nature of the activities conducted or proposed to be conducted by it under this Agreement or the character of the assets owned or leased by it makes such licensing or qualification necessary to perform its obligations required under this Agreement; (c) it has full power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement; (d) it is in compliance with the Payment Card Industry Data Security Standards (“PCI DSS”); and (e) neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in a breach of or violate the charter or bylaws or equivalent governing instruments of the Party.

8. INDEMNIFICATION AND Limitation of Liability

  1. Merchant Indemnification. Merchant shall defend, indemnify and hold harmless Next Jump and its affiliates and their respective directors, officers, representatives, agents, and employees against and from any Claims for losses, judgments, liabilities, damages, fines, penalties, sanctions, costs and expenses (including reasonable attorneys’ fees and costs of suit) (collectively the “Losses”) to the extent that they are brought by a third party arising from or relating to (a) Merchant Products, (b) infringement, alleged infringement, violation, or alleged violation by Merchant of a third party’s right, including, without limitation, intellectual property rights and privacy rights, (c) personal injury or property damage alleged caused by Merchant or Merchant Products, (d) false advertising or claims related to any Merchant Offer, (e) data theft, loss, or breach of the Personal Data or other End User or recipient information stored by Merchant, (f) Merchant’s failure or alleged failure to remit the taxes to the appropriate taxing authority, (g) Merchant’s breach or alleged breach of its obligations, representations or warranties set forth in this Agreement; and (h) Merchant’s breach of its obligations of confidentiality set forth in this Agreement. Merchant’s indemnification obligation under this section shall survive the termination of this Agreement. 
  2. Next Jump Indemnification. Next Jump shall defend, indemnify and hold harmless Merchant and its affiliates and their respective directors, officers, representatives, and employees against and from any Claims for Losses to the extent that they are brought by a third party arising from or relating to: (a) Next Jump Programs including the ONECart solution, (b) infringement or violation by Next Jump of a third party’s intellectual property rights (except any alleged or actual infringement or violation arising from Next Jump’s use or disclosure of the Merchant’s Trademarks pursuant to this Agreement), (c) data theft, loss, or breach of the Personal Data or other End User or recipient information stored by Next Jump, and (d) Next Jump’s breach of its obligations of confidentiality set forth in this Agreement. Next Jump’s indemnification obligation under this section shall survive the termination of this Agreement.
  3. Limitation on liability.

Neither Party is seeking to exclude or limits its liability (if any) to the other for personal injury or death resulting from its negligence or for fraud or for any matter which it would be illegal for it to exclude or to attempt to exclude its liability.

End users’ participation in the next jump programs is completely voluntary.

EXCEPT WITH ReSPECT TO LOSSES ARISING FROM (a) A BREACH OF CONFIDENTIALITY, (b) A DATA SECURITY BREACH, (c) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR (D) PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, In no event shall either party be liable to the other for any consequential, indirect, incidental, EXEMPLARY, punitive or special damages whatsoever including, without limitation, damages for loss of profits, business interruption, loss of or unauthorized access to information and the like. to the Maximum extent permitted by law, EXCEPT WITH ReSPECT TO LOSSES ARISING FROM (a) A BREACH OF CONFIDENTIALITY, (b) A DATA SECURITY BREACH, (c) GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, OR (D) PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS, In no event shall either party be liable to the other for ANY AMOUNT IN EXCESS OF THE GREATER OF THE Total dollar amount collected by Next Jump with respect to the Merchant products IN THE TWELVE (12) months prior to the act giving rise to the claim OR Five Hundred THousand DOLLARS ($500,000). This limitation on liability section shall survive the termination of this agreement

9. Confidentiality

The Parties acknowledge and agree that the performance of this Agreement may require the disclosure of information or material that is confidential or proprietary to a Party. “Confidential Information” means all oral and written information concerning the disclosing Party and its business which is provided to the recipient Party or to any of recipient Party’s affiliates or representatives by the disclosing Party at any time together with analyses, compilations, studies, notes or other documents, whether prepared by the recipient Party or by others, which contain or otherwise reflect such Confidential Information, subject to the exceptions set forth below. Such Confidential Information also includes the fact that the Parties are exchanging Confidential Information and engaging in discussions on a possible business arrangement. The Parties agree not to disclose the other’s Confidential Information without the prior written consent of the other Party and not to use, record or reproduce the other Parties’ Confidential Information other than for the purposes of performing its obligation hereunder. Upon termination of this Agreement, each Party shall return to the other all such Confidential Information disclosed by the other Party in connection with this Agreement, provided, however, that the provisions of this Section 9 shall not apply to (a) information that becomes part of the public domain other than through breach of this Section 9, (b) information that the receiving Party has in its possession at the time of disclosure or thereafter independently develops without the use of the disclosed Confidential Information, (c) information that is received by a Party from a third party having a legal right to transmit same, and (d) information that a Party is ordered to disclose pursuant to a subpoena issued by a government agency or court of competent jurisdiction. However, prior to such disclosure, the receiving Party shall give the disclosing Party a prompt written notice of said subpoena, court order of other legal process so as to allow the disclosing Party an opportunity to seek a protective order or other legal remedy against disclosure. The Parties’ obligations of confidentiality under this paragraph 9 shall survive the termination of this Agreement.

10. Termination

  1. If either Party commits any material breach of any material provision of this Agreement, the non-breaching Party shall have the right to terminate this Agreement by written notice, unless the breaching Party cures such curable breach within thirty (30) calendar days after receiving written notice from the non-breaching Party describing such breach in detail.
  2. Either Party may terminate this Agreement if the other Party is declared insolvent or bankrupt, or if any assignment of its property is made for the benefit of creditors or otherwise, or if it voluntarily files a petition in any court to declare bankruptcy or liquidation or for reorganization under any bankruptcy or insolvency law or statute, or has such a petition involuntarily filed against it, which is not discharged within forty-five (45) days after filing, or a trustee in bankruptcy or similar officer or a receiver is appointed for such Party, or if such Party enters into any analogous situation or position under the law of any relevant jurisdiction or ceases to conduct business contemplated for it under this Agreement.
  3. Either Party may terminate this Agreement by giving the other Party a written notice not to renew this Agreement at least 60 days prior to renewal.

11. AUDIT RIGHTS

11.1 Next Jump reserves the right to audit, at Next Jump’s sole cost and expense, Merchant’s business and financial records and any other information which may be reasonably necessary to determine Merchant’s compliance with the terms and obligations of this Agreement. Such an audit shall be conducted on no less than thirty (30) days prior written notice to Merchant and during normal business hours. If the audit reveals an underpayment of more than five thousand ($5,000.00) dollars, Merchant agrees to pay Next Jump the amount of the underpayment and Next Jump’s reasonable cost of performing the audit. Notwithstanding the foregoing, no such audit shall be conducted during the two months prior to the close of Merchant’s fiscal year.

11.2 Merchant reserves the right to audit, at Merchant sole cost and expense, Next Jump’s business and financial records to determine Next Jump’s compliance with the terms of this Agreement, including the calculation and determination of the Revenue Share due Next Jump. Such an audit shall be conducted on no less than thirty (30) days prior written notice to Next Jump and during normal business hours. If the audit reveals an overpayment of more than five thousand (5,000.00) dollars, Next Jump agrees to pay Merchant the amount of the overpayment and Merchant’s reasonable cost of performing the audit. Notwithstanding the foregoing, no such audit shall be conducted during the two months prior to the close of Next Jump’s fiscal year.

13. FORCE MAJEURE

“Force Majeure” shall mean an event which is beyond the reasonable control of the affected party and which such party could not anticipate or mitigate by means of insurance, compliance with any applicable disaster recovery/business continuity obligations, contingency planning or any other prudent business means. An event will only be considered a Force Majeure if it is not attributable to the willful act, neglect, default or other failure to take reasonable precautions of the affected party, its agents, employees or contractors. Industrial dispute or action shall not give rise to an event of Force Majeure.

No party shall in any circumstances be liable to the other for any loss of any kind whatsoever, including, but not limited to, any damages, whether directly or indirectly caused to or incurred by the other party by reason of any failure or delay in the performance of its obligations under this Contract to the extent that this is due to a Force Majeure event. Notwithstanding the foregoing, each party shall use all reasonable endeavors to continue to perform, or resume performance of, such obligations hereunder for the duration of such Force Majeure event.

If any party shall become aware of circumstances of Force Majeure which gives rise to or which are likely to give rise to any failure or delay on its part, it shall with immediate effect notify the other party by the most expeditious method then available and shall inform the other party of the period for which it is estimated that such failure or delay shall continue.

Merchant must continue to perform obligations and responsibilities under this Contract for any products and/or service sold prior to Force Majeure and will still be obligated to pay Next Jump for services rendered

In the event of any Force Majeure event subsisting for a period of one (1) month or more, the Next Jump may, forthwith by notice to the Merchant, terminate this Contract with immediate effect without any cost or liability whatsoever.

13. GENERAL

This Agreement embodies the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. The terms and provisions of this Agreement may be modified or amended only by written agreement executed by the Parties hereto. This Agreement may not be assigned by either party without the prior written consent of the other, which consent shall not be unreasonably withheld. Either Party may assign this Agreement in connection with the transfer of all or substantially all of its assets. If any portion of this Agreement shall be deemed unenforceable, the remaining portions of the Agreement will remain enforceable. This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and governed by the law of the State of New York, without giving effect to the conflict of law principles thereof. The Parties hereby submit to the jurisdiction and venue of the state and federal courts of the State of New York located in New York City for purposes of all legal proceedings arising out of or relating to this Agreement.

EXHIBIT A: REPORTING

This exhibit gives a list of possible data files and reports to be exchanged between the Merchant and Next Jump. The Order Form will specify the details of which are to be included in the Agreement.

  1. Monthly report showing all sales [Next Jump to Merchant]TransactionsCredit card feesReturnsSummary invoice
  2. Monthly report summarizing all sales [Merchant to Next Jump]TransactionsReturnsSummary Report
  3. Daily transaction reporting summary [Next Jump to Merchant]
  • Price;
  • Orders Placed;
  • Shipped Orders (Shipping date, carrier, tracking information);
  • Cancelled Orders;
  • Delayed Orders;
  • Returns;
  • Adjustments;
  • Sales;
  • Revenue Share; and
  • Appropriate Tax Imposed.