Luxeffect is an eCommerce marketplace that allows vendors to see their merchandise to consumers via a network of websites operated by Luxeffect.

2 LUXEFFECT SERVICES

Luxeffect will make reasonable efforts to:
2.1  Maintain web sites that enables customers to purchase merchandise online.

2.2  Provide search engine paid and free marketing to drive sales.

2.3  Provide first level customer service for each website.

2.4  Process payments and refunds in connection with purchases and returns.

2.5  Provide dashboard (web site) that enables vendors to load items, edit items, track orders, monitor payments & charges, and view reports regarding orders, traffic, etc.,

2.6  Forward payments to vendors through ACH or Check after subtracting commissions & fees.


  3 VENDOR RESPONSIBILITIES

Vendor will provide item feeds including full description, price, image and will sell the merchandise to consumers via a network of websites operated by Luxeffect. Vendor will make reasonable effort to:

3.1  Timely load complete item feeds through the vendor dashboard.

3.2  Provide images (photographs) as specified by Luxeffect.

3.3 Ship merchandise in the time frame specified by the vendor for each item while posting item to Luxeffect.

3.4 Ship merchandise as exactly specified in the item description.

(a)   Generally available to the general public through no fault of the receiving party;
(b)   In the receiving party’s possession without restriction, prior to disclosure of the information;
(c)  Disclosed by a third party, without restriction, who is under no obligation to Vendor or Luxeffect to hold that information in confidence, or
(d)  Is independently developed by employees of the receiving party with no knowledge of or access to such information.

  5.2 “Merchandise” means the loose diamonds, loose gemstones, jewelry, watches, gifts, accessories and jewelry related products provided by Vendor and sold to consumers via the network of sites operated by Luxeffect.

  5.3 “Services” means the marketing, ecommerce and technology services provided by Luxeffect to vendor as expressly provided herein.

    6 TERM AND TERMINATION

     6.1 Term: Unless earlier terminated pursuant to the terms and conditions of this agreement, the term of this Agreement will commence on the Effective Date and will continue for one year. It will automatically be renewed for successive one-year terms until terminated in accordance with this Section.

     6.2 Termination for convenience: Either party may terminate this Agreement at any time upon thirty days prior written notice.

(a)  Vendor has made any misrepresentation regarding the merchandise;(b) Vendor has failed to provide Merchandise that conforms to the specifications, or (c) Vendor has failed to timely deliver Merchandise to Luxeffect as provided herein.(d) Vendor has failed to maintain a satisfactory fulfillment rate (high cancellation rate).

     6.4 Effect of termination: On expiration or earlier termination of this Agreement, in whole or in part, the following will occur:

(a)   Vendor will pay all undisputed amounts due and payable.
(b)  The confidentiality obligations will survive termination of this Agreement for three years after the termination date; provided, however, that to the extent either party has disclosed information to the other party that has been identified as and constitutes a trade secret under law, the recipient party agrees to protect such trade secret(s) for so long as the information qualifies as a trade secret under applicable law.
(c)  Neither party will be liable to the other for damages, losses, costs or expenses of any kind or a character whatsoever solely on account of the termination of this Agreement arising from or in connection with the loss of prospective sales, or expenses incurred or investments made in connection with the establishment, development or maintenance of either party’s business.
(d)  Except as set forth above, termination will not affect any claim, demand liability or right of Vendor or Luxeffect arising prior to the termination.

(a) The breach of any representation or warranty made by Vendor hereunder,
(b) Any gross negligence or willful misconduct of Merchant; or
(c) Merchandise, materials or information provided by Vendor including, without limitation, any claim that such Merchandise, materials, and/or information infringe a patent, copyright or other proprietary right of any third party.

7.2   Luxeffect  Indemnity: Luxeffect  agrees to defend, indemnify and hold harmless Vendor from and against any suit, proceeding, assertion, damage, cost, liability, settlement, and expenses (including court costs and reasonable attorney’s fees) incurred as a result of a claim or claims by a third party against Merchants or its affiliates, licensors, suppliers, officers, directors, employees, members and agents, arising from or in connection with:

(a)  Infringement by the web site (excluding content or materials provided by Vendor or a third party to Luxeffect ) of any United States patent or any United States Copyright, or any defamation or violation of rights of privacy or publicity under the laws of the United States; or
(b) Any gross negligence or willful misconduct of Luxeffect

Each party’s indemnification obligations hereunder are conditioned upon all of the following. If either party becomes aware of a Claim which may require indemnification, the indemnified party will promptly notify the other party in writing of the Claim and will allow the other party to assume sole and full control of the defense and settlement of the Claim. The indemnified party will provide the other party with the reasonable assistance and information necessary to defend and settle the Claim. The indemnified party’s counsel will have the right to participate in the defense and settlement of the Claim, at such party’s own expense, however, the indemnified party’s counsel shall not settle a Claim without the indemnifying party’s prior written consent.


       8 LIMITATION OF LIABILITY


8.1 NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, LUXEFFECT SHALL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, OR UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE) FOR:

(A) ANY AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT OF COMMISSION PAYMENTS RECEIVED BY LUXEFFECT HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE SUCH CAUSE OF ACTION AROSE, OR
(B) ANY MATTER BEYOND ITS REASONABLE CONTROL.

     8.2 UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY (WHETHER ARISING IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE) FOR:
(A) ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LIABILITY FOR LOST PROFITS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS, OR

      10 WARRANTIES

10.1Luxeffect Warranty

Luxeffect warrants to Vendor that (a) it will use commercially reasonable efforts to perform the Services in accordance with the generally accepted industry standards for such services, and (b) it owns or has the right to provide the Confidential Information disclose to Vendor by Luxeffect. If Luxeffect materially breaches the warranty given in (a), Vendor’s sole and exclusive remedy will be for Luxeffect to correct such breach by re-performing the non-conforming Services. If Luxeffect breaches the warranty given in (b), Luxeffect will, in its sole discretion, and as Vendor’s sole and exclusive remedy, either obtain a license for Vendor to continue to use the affected Confidential Information, or require the Vendor to return such Confidential Information to Luxeffect.

       10.2 Vendor Warranty

Vendor warrants to Luxeffect and Luxeffect’s customers that:
(a) It has the rights and authority to enter into this Agreement and perform its obligations, hereunder,
(b) It owns or has the right to provide to Luxeffect the confidential Information disclosed by Vendor to Luxeffect,

(c) Neither the Merchandise (or any related materials) nor their use infringe or will infringe any patent or violate any intellectual property or proprietary rights of any third party, including but not limited to copyright, trademark or trade secret rights anywhere in the world, or otherwise violate any applicable law or regulation,
(d) The Merchandise will be free from defects in materials and workmanship,
(e) The Merchandise will be new and conform to applicable specifications, and
(f) The Merchandise will be delivered to Luxeffect free of all liens, claims and encumbrances,
(g) Vendor will provide accurate information regarding the Merchandise and its business and needs to Luxeffect in connection with the services,
(h) Vendor will promptly review and verify the completeness and accuracy of all output of any computer software provided by Luxeffect, and
(i) Vendor is responsible for making any and all decisions based on information provided by Luxeffect in connection with the services.


        11 MISCELLANEOUS

       11.1Governing Law: The validity, construction and performance of this Agreement will be governed by the laws of the State of New York, without regard to conflict of laws principles. Each party consents to non-exclusive jurisdiction in the state and federal courts located in Manhattan County, New York.

      11.2 Notices: All notices required under this Agreement must be in writing and are effective on the date received (unless the notice specifies a later date). Notice to each party will be sent to the address above.