Trading Assistant Directory

This License Agreement ("Agreement") is made by and between eBay Iternational A.G. located at Helvetiastrasse 15/17, 3005 Bern, Switzerland. ("eBay"), the owner or licensee of the eBay Trading Post Branding (defined below), and You. In order to use the eBay Trading Post Branding pursuant to this Agreement, You must be either (i) a franchisee of a franchise organization that has already received a license to the eBay Trading Post Branding (your "Member Franchise"); or (ii) an independently owned and operated company operating in the drop-off space and not affiliated with any franchise ("Independent Store"). Franchisors must sign separate agreements with eBay prior to using (either directly or via their franchisees) eBay Trading Post Branding. In order to qualify to use the eBay Trading Post Branding, You first need to meet all qualifications described below, and You must read and agree to the terms of this Agreement in the manner indicated by eBay. If You do not agree to the terms of this Agreement, and/or if You do not meet and maintain the requirements described herein, You are not eligible to use the eBay Trading Post Branding. Further, if at any time you no longer meet the then-current licensing requirements for the eBay Trading Post Branding as determined by eBay, You must immediately cease using the eBay Trading Post Branding.

1. Definitions

   "Customer(s)" means a third party who has hired You to list, sell, and ship certain items owned by them (that they drop off at your physical store location) via the eBay Site.

   "eBay Site" means the website owned and controlled by eBay, accessible at www.eBay.co.uk. eBay Site does not include any international or co-branded site in which eBay currently participates or may participate in the future.

   "eBay User" means any party who accesses any page on the eBay Site.

   "eBay Trading Post Branding" means, collectively, the eBay Trading Post Logo, Icon and Text Description.

   "eBay Trading Post Text Description" or "Text Description" means the text description of the license status granted to You pursuant to, and which must be used in accordance with, the terms of this Agreement. The first mention of the Text Description in each item shall be "Trading Post for eBay", and subsequent mentions shall be "Trading Post".

   "eBay Trading Post Icon" or "Icon" means an icon, comprised of the eBay Trading Post Logo (defined below), that will be developed and displayed by eBay in the Trading Assistant Directory on the eBay Site in order to indicate status as an eBay Trading Post licensee.

   "eBay Trading Post Logo" means the logo developed by eBay for eBay Trading Post licensees, the terms for use of which are set forth herein.

   "Style Guide" means the specific instructions You must adhere to, in addition to the terms of this Agreement, when using the eBay Trading Post Logo (e.g., style/colour, format, positioning, white space etc.), which is hereby incorporated by reference.

2. General. eBay Trading Post licensing is voluntary and licensees must meet various requirements as set forth in this Agreement in order to qualify for the license. Further, if You are part of a franchise, licensing is conditioned on your Member Franchise’s prior attainment of the eBay Trading Post license. You acknowledge that any license granted pursuant to this Agreement is a privilege, which may be revoked, not a right.
3. Requirements. To qualify to use any eBay Trading Post Branding, You must meet and maintain the following requirements throughout the term of this Agreement:

   1. Account Standing. Your eBay account must be kept in good standing at all times and You will pay all fees due to eBay in accordance with eBay’s then-current, generally applicable fee schedule as posted on the eBay Site. No separate charge will be assessed to You for use of the eBay Trading Post Logo in accordance with the terms of this Agreement;
   2. GMS. You must meet or exceed the eBay PowerSellers Platinum Tier requirements each calendar month in terms of gross merchandise sales of product via the eBay Site (such sales to occur under your eBay User ID);
   3. Feedback. You must maintain a minimum feedback rating of 500 feedback, with at least a 98% positive rating at all times during the Term
   4. Style Guide. You must adhere to the terms of the Style Guide.
   5. Customer Support. You must meet or exceed all customer support metrics established by eBay for eBay Trading Post licensees.
   6. Program Optimization. You must participate in secret shopper, customer satisfaction surveys, and any such other efforts proposed by eBay for eBay Trading Post licensees to measure customer experience. For instance, eBay plans to institute a secret shopper program in which independent third parties will evaluate your store and the customer experience offered therein.
   7. Agreement. You must agree to the terms of this License Agreement after reading it.
   8. Continued Membership. You must maintain compliance with all requirements (including those enumerated above) specified by eBay for eBay Trading Post licensees for the duration of the Term of this Agreement. You acknowledge and agree that eBay may modify or add requirements, at any time in its discretion. eBay will notify you via email (at the email address you provide to eBay) of any modifications affecting Your eligibility to continue to use the eBay Trading Post Branding. You will have then have a reasonable period of time as specified by eBay to comply with such updated requirements.

4. Standards. At all times during the Term, You must comply with:

   1. the terms of this Agreement, including without limitation the Code of Conduct set forth in Section 4.4;
   2. the terms and conditions of Your service (e.g., response times, quality level, customer satisfaction, etc.) that You pledge to Your Customers.
   3. the eBay [link to TA User Agreement]Trading Assistant Program Terms and Conditions[/link], the eBay User Agreement and all incorporated policies (including without limitation the links policy), eBay Privacy Policy, and all other eBay policies pertaining to interacting with eBay and/or the eBay Site.
   4. Code of Conduct. You agree to abide by the following minimum conduct standards in your eBay Trading Post-related dealings with others during the term of this Agreement:

   1. You will not represent yourself as an employee, representative, partner, or agent of eBay. Further, you will not imply an affiliation with eBay or in any way suggest that eBay is involved with or endorses your products or services.
   2. You will not use Your eBay Trading Post license, or any aspect thereof, to market any off-eBay solutions.
   3. You agree that all business you conduct in your capacity as an eBay Trading Post licensee, and all services you provide relating to the eBay Site, shall be performed in a manner that (a) avoids deceptive, misleading or unethical practices; and (b) does not harm eBay’s reputation.

5. License.

   1. eBay Trading Post Logo License. Subject to and expressly contingent upon compliance with the terms and conditions of this Agreement, eBay hereby authorizes You to use the eBay Trading Post Logo and Text Description solely for the Permitted Uses set forth below in Section 5.2. This license is nonexclusive, nontransferable, non-assignable, non-sublicenseable and royalty free. All rights not expressly granted herein are reserved by eBay. You acknowledge eBay’s sole ownership of the eBay Trading Post Logo, Icon and Text Description, and that nothing in this Agreement, your performance as an eBay Trading Post licensee, or that may be implied by law gives you any right title or interest in the eBay Trading Post Logo, Icon or Text Description. You agree to immediately cease all use of the eBay Trading Post Branding upon the expiration or termination of this Agreement.
   2. Permitted Uses. Subject to the terms of this Section 5 (including without limitation the conditions set forth in Section 5.1 and the display criteria set forth in Section 5.3), You may display the eBay Trading Post Logo and Text Description only as follows: (i) on Your primary corporate web site; (ii) in Your online and offline advertising for services you offer Customers in your role as an eBay Trading Post licensee; (iii) on Your AboutMe Page on the eBay Site; and (iv) in your physical store’s signage (collectively, the "Permitted Uses"). All Permitted Uses must be in compliance with the Style Guide. In addition to the foregoing, the Trading Post Icon will appear by default next to your entry in the eBay Trading Assistants Directory on the eBay Site.
   
   You may not use or display any eBay Trading Post Branding in a manner that implies an affiliation with eBay or in any way suggests that eBay is involved with or endorses your products or services, and all implementations of the Permitted Uses must include the following disclaimer, in text that matches or exceeds the font size used in the rest of the material: "This Trading Post location is an independent business, not owned or sponsored by eBay Inc or eBay International AG." Any use of the eBay Trading Post Branding, or any other eBay protected material not specifically authorized in this Agreement is not permitted without eBay’s prior written approval. Without limiting the foregoing, You may not use any eBay Trading Post Logo or Text Description as part of any item listings on the eBay Site, and you may not use any eBay Trading Post Logo as part of any text or sentence. You may not allow any of Your Customers or affiliates to use or display the eBay Trading Post Logo, Icon, or Text Description. Further, given the similarity between the eBay Trading Post program and the eBay Trading Assistant Program, You agree to never use the eBay Trading Post Logo and eBay Trading Assistant logo together, nor shall you use the eBay Trading Assistant logo as part of a storefront.
   3. Display Criteria. After you accept the terms of this Agreement, eBay will provide You artwork for the eBay Trading Post Logo for use in accordance with the terms of this Section 5. You may display the eBay Trading Post Logo and Text Description(s) only in the form eBay provides to You and in conformance with the Style Guide. Without the prior written approval of eBay, You may not modify or alter the eBay Trading Post Logo, Icon, or Text Description in any way, including proportions, colours, elements, white space, type or in any other respect. However, You MAY alter the size of the eBay Trading Post Logo to correspond to the size of the respective medium of each Permitted Use; provided, however, that in no event will the eBay Trading Post Logo be larger than 50% of the size of Your organization’s logo displayed in such Permitted Use.
   4. Restrictions. If You exceed the scope of the license granted herein or use the eBay Trading Post Logo, Icon, or Text Description in a manner that is misleading or reasonably objectionable to eBay, eBay may immediately terminate the foregoing eBay Trading Post Logo and Text Description license, remove You from any Trading Assistant Directory, material, or marketing collateral, and/or deem you ineligible for co-op advertising funds, if applicable. Alternatively, instead of terminating the license in total, eBay may specify that certain of Your uses may not contain the eBay Trading Post Logo, Icon, and/or Text Description. You shall not use any name or trademark confusingly similar to any eBay mark and/or in such proximity to any of Your trademarks or third party trademarks so as to create a combination or composite mark. If eBay modifies the eBay Trading Post Logo or Text Description and requests You to modify any use accordingly, You shall modify such items within seven (7) days. You shall not form any combination marks with the eBay Trading Post Logo, Icon, or Text Description and any other mark.
   5. General Restrictions. Notwithstanding anything contrary in this Agreement, You shall not: (i) collect personally identifiable information from any eBay User without their express permission; nor (ii) commercialize (sell, rent, or lease) any User Data.
   6. Co-op Advertising. If eBay has a Co-Op Advertising Programme for the eBay Site, subject to and expressly contingent upon compliance with the terms and conditions of this Agreement, upon Your acceptance as an eBay Trading Post licensee and for so long as You remain in compliance with all applicable continuing participation requirements, eBay hereby authorizes You to participate in eBay’s Co-Op Advertising Program in accordance with that programme’s terms and conditions, displayed on the eBay Site.

6. Term and Termination.

   1. Term; Termination. The term of this Agreement shall begin upon Your click-through acceptance (assuming your Member Franchise, if any, has already become a Trading Post licensee) and will continue until terminated as provided below (the "Term"). This Agreement and all licenses granted hereunder automatically terminate if You breach any provision of this Agreement or if Your Member Franchise’s eBay Trading Post license is terminated for any reason. eBay may terminate this Agreement and/or Your license to the eBay Trading Post Logo for convenience upon thirty (30) days prior written notice to You. Without limiting the foregoing, eBay may immediately terminate your eBay Trading Post privileges and logo usage at any time if You violate the eBay User Agreement or Privacy Policy. Further, if You leave your Member Franchise for any reason during the Term, You must immediately stop using the eBay Trading Post brand in your eBay User ID
   2. Survival. The following Sections of the Agreement shall survive any expiration or termination of this Agreement: Section 5.4 ("Restrictions"), Section 5.5 ("General Restrictions"), Section 6.2 ("Survival"), Section 7.2 ("Disclaimer"), Section 8 ("Indemnification"), Section 9 ("Limitation of Liability"), and Section 10 ("General").

7. Warranties; Disclaimer.

   1. REPRESENTATIONS AND WARRANTIES. You represent and warrant that, during the Term, You shall comply with all laws, regulations, rules and ordinances, and orders applicable to You, Your business, products and/or services. You further represent and warrant that during the Term You shall comply with all laws, regulations, rules and ordinances, and orders applicable to your interactions with the eBay Site and/or use of the eBay Trading Post Logo. Additionally, You represent and warrant that: (a) You have all governmental approval, permits and licenses, and have made all governmental filings and registrations, necessary or prudent for the marketing and performance of your services, and (b) eBay is not required to obtain any governmental approval, permits or licenses as a result of this Agreement, eBay’s performance hereunder or any payments made by You hereunder.
   2. Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, TO THE FULLEST EXTENT PERMITTED BY LAW, EBAY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. EBAY DOES NOT REPRESENT OR WARRANT THAT THE EBAY SITE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein.

8. Indemnification.

   eBay will indemnify You against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys’ fees (collectively, "Claims") which You may incur as a result of any third party actions arising from or relating to infringement by the eBay Trading Post Logo of a copyright, trademark right, or other intellectual property right of a third party enforceable in the United Kingdom, except (a) where such eBay Trading Post Logo has been modified without authorization and such modification is the basis of the Claim, or (b) where You have used such Trading Post Logo in excess of the rights granted, or in a manner not permitted, herein. Such indemnification will be eBay’s sole and exclusive obligation and Your sole and exclusive remedy as a result of any third party actions arising from infringement. You agree that eBay will have no liability to You or any of your Customers, and that You will defend, indemnify, and hold eBay, its subsidiaries and affiliates and their respective employees, officers and directors harmless from any and all Claims arising from or relating to (i) Your participation as an eBay Trading Post licensee, including without limitation Claims related to the promotion, performance, or sale of Your services, and/or your interactions with the eBay Site, etc.; (ii) Your breach of this Agreement; (iii) eBay’s termination of this Agreement pursuant to the terms herein; and (iv) infringement by any of Your marks, products or services of a patent, copyright, trademark right or other intellectual property right of a third party enforceable in the United Kingdom, except where such item has been modified without authorization, and such modification is the basis of the Claim.

   The foregoing obligations are conditioned on the indemnified party: (i) giving the indemnifying party notice of the relevant claim, (ii) cooperating with the indemnifying party, at the indemnifying party’s expense, in the defence of such claim, and (iii) giving the indemnifying party the right to control the investigation, defence and settlement of any such claim, except that the indemnifying party will not enter into any settlement that affects the indemnified party’s rights or interest without the indemnified party’s prior written approval. The indemnified party will have the right to participate in the defence at its expense.

9. Limitation of Liability. IN NO EVENT WILL EBAY, ITS SUBSIDIARIES OR AFFILIATES, BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING RELATING TO YOUR ROLE OR ACTIVITIES AS AN EBAY TRADING POST LICENSEE, FAILURE TO ACHIEVE OR MAINTAIN SUCH LICNESE, USE OF OR INABILITY TO USE THE ANY EBAY TRADING POST BRANDING, EVEN IF EBAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT IN THE EVENT OF A CLAIM UNDER SECTION [8] ("INDEMNIFICATION"), IN NO EVENT WILL EBAY BE LIABLE TO YOU IN AN AMOUNT GREATER THAN ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION OF LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES IN CONNECTION WITH THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO THEY MAY NOT APPLY TO YOU. NOTHING IN THIS AGREEMENT SHALL LIMIT EBAY'S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.
10. General.

    1. Governing Law; Venue. This Agreement shall be construed in accordance with and governed exclusively by the laws of England and the parties submit to the exclusive jurisdiction of the English courts.
    2. Publicity. You shall not make any public statement regarding the terms of this Agreement or any aspect thereof, (except to indicate that You are an eBay Trading Post licensee where applicable) without eBay's prior written approval which may be withheld in eBay’s discretion.
    3. Independent Contractors. This Agreement does not create, and nothing contained in this Agreement shall be deemed to establish, a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent or the like. Further, neither party shall have the power to bind the other without the other's prior written consent, nor make any representation that it has any such power.
    4. Assignment. You may not assign Your rights nor delegate Your duties hereunder without eBay's prior written consent, and any attempt to do so will be null and void.
    5. Severability. If any provi¬sion herein is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way.
    6. Notice. Any notice under this Agreement shall be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed e-mail, or certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or e mail. Notices shall be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section 10.6 ("Notice").
    7. Entire Agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties regarding the eBay Trading Post licensing program, and supersedes any and all oral or written agreements or understandings between the parties, as to such program. The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach. Any modification to this Agreement shall be mutually agreed upon by the parties in writing. Notwithstanding the foregoing, in the event eBay modifies the eBay Trading Post licensing program, eBay shall provide notice of any changes on the eBay Site or, for changes affecting eligibility, through electronic transmission. Upon the posting or provision of such notice, the terms of this Agreement shall be modified in accordance with such changes. The terms of the eBay User Agreement remain in full force and effect, and shall govern Your transactions on the eBay Site as a buyer or seller. In the event of a conflict between this Agreement and the eBay User Agreement relating solely to the your status as an eBay Trading Post licensee, this Agreement shall govern; provided, however, in all other instances, the eBay User Agreement shall govern.

The eBay User Agreement is hereby incorporated by reference, and is available at http://pages.ebay.co.uk/help/policies/user-agreement.html. eBay may change the eBay User Agreement from time to time.