NICHE-MART.COM USER AGREEMENT

Niche-Mart.Com is provided by:

JP Specialties
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Further, the terms "we", "our", and "us" throughout this Agreement refer to both JP Specialties and Niche-Mart.Com.

This agreement describes the terms and conditions applicable to your use of our resources and services under the domains, sub-domains and sub-directories of Niche-Mart.Com (the "site"), and the general principles of JP Specialties. This agreement includes the Niche-Mart Membership Rights Usage Rules and Niche-Mart Brandable eSoftware Rules. If you do not agree to be bound by the terms and conditions of this Agreement, do not use or access our web-site, resources, or services.

You must read, agree with and accept all of the terms and conditions contained in this User Agreement and our Privacy Policy, which include those terms and conditions expressly set out below, and those incorporated by reference, before you may become a member, affiliate or participant of Niche-Mart.Com.

We may amend this Agreement at any time by posting the amended terms on the site. Except as stated below, all amended terms shall automatically be effective 30 days after they are initially posted on the site.

General Terms of Use

1. Niche-Mart.Com is a trademark if JP Specialties, and may not be used without the written permission of JP Specialties.

2.  Membership in Niche-Mart.Com and access to Niche-Mart.Com provided by JP Specialties (“NMCG”) gives you a non-exclusive, terminable license to use content from Niche-Mart.Com as provided by the Niche-Mart Membership Rights Usage Rules. Your paid membership does not give you an Niche-Mart.Com franchise. The relationship between you and JP Specialties is not a partnership.

3.  Membership in NMCG is paid monthly, and grants you access to the NMCG private member area, which includes access to NMCG's esoftware and eproducts. NMCG members can use and/or sell this material, subject to the NMCG Niche-Mart Membership Rights Usage Rules.  (NMCG articles, content, text, and graphics outside of NMCG's specific members area may not be used by NMCG members unless special permission has been granted or posted.)

4. NMCG may amend this User Agreement, the Niche-Mart Membership Rights Usage Rules at any time. Any such amendments will apply to all content and articles already provided to NMCG. Unless otherwise stated, any amendments will become effective 30 days after they are initially posted, and you agree to periodically review these rules for any amendments.

Please be assured that your contact information will NOT be displayed to other NMCG members, nor will it ever be sold or traded (please see our Privacy Policy).

(Except where noted:) Materials in this website are Copyrighted and all rights are reserved. Text, graphics, databases, HTML code, and other intellectual property are protected by US and International Copyright Laws, and may not be copied, reprinted, published, reengineered, translated, hosted, or otherwise distributed by any means without explicit permission. All of the trademarks on this site are trademarks of Niche-Mart.Com or of other owners used with their permission.

This Agreement must be completed, understood and agreed to by a person over 18. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this site, he or she should email the Company with his or her explicit permission and acceptance of full legal responsibility for the minor to do so. If you are not yet 18, if you are easily offended, or are accessing this site from any country where material on this site is prohibited or illegal, please leave now as you do not have permission to access this site.

The materials in this site are provided "as is" and without warranties of any kind either express or implied. Niche-Mart.Com disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Niche-Mart.Com does not warrant that the functions contained in the materials, resources or services offered will be uninterrupted or error-free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. Niche-Mart.Com does not warrant or make any representations regarding the use or the results of the use of the materials, resources, or services offered by this site in terms of their correctness, accuracy, reliability, or otherwise. You (and not Niche-Mart.Com assume the entire cost of all necessary servicing, repair or correction. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Under no circumstances, including, but not limited to, negligence, shall Niche-Mart.Com be liable for any special or consequential damages that result from the use of, or the inability to use, the materials in this site, even if Niche-Mart.Com or a Niche-Mart.Com authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event shall Niche-Mart.Com's total liability to you for all damages, losses, and causes of action (whether in contract, tort, including but not limited to, negligence or otherwise) exceed the amount paid by you, if any, for accessing this site.

Facts and information at this website are believed to be accurate at the time they were placed on the website. Changes may be made at any time without prior notice. All data provided on this website is to be used for information purposes only. The information contained on this website and pages within, is not intended to provide specific legal, financial, medical, health, or tax advice, or any other advice, whatsoever, for any individual or company and should not be relied upon in that regard. The services described on this website are only offered in jurisdictions where they may be legally offered. Information provided in our website is not all-inclusive, and is limited to information that is made available to Niche-Mart.Com and such information should not be relied upon as all-inclusive or accurate.

You agree and understand that the materials made available in this site are not presented by a medical practitioner and are for educational and informational purposes only. The material is not intended to be a substitute for professional medical advice, diagnosis, or treatment. The material is not intended to diagnose, treat, cure or prevent any disease. Always seek the advice of your physician or other qualified health provider with any questions you may have regarding a medical condition. Never disregard professional medical advice or delay in seeking it because of something you have read.

You agree to not misuse these materials and to not make misrepresentations about these materials to others, whether for your own use, or as an affiliate.

The owner of this site is not necessarily affiliated with sites that may be linked to this site and is not responsible for their content. The linked sites are for your convenience only and you access them at your own risk. Links to other websites or references to products, services or publications other than those of Niche-Mart.Com and its subsidiaries and affiliates at this website, do not imply the endorsement or approval of such websites, products, services or publications by Niche-Mart.Com or its subsidiaries and affiliates.

Certain names, graphics, logos, icons, designs, words, titles or phrases at this website may constitute trade names, trademarks or service marks of Niche-Mart.Com or of other entities. The display of trademarks on this website does not imply that a license of any kind has been granted. Any unauthorized downloading, re-transmission, or other copying of modification of trademarks and/or the contents herein may be a violation of federal common law trademark and/or copyright laws and could subject the copier to legal action.

You agree to treat as strictly private and confidential any Subscriber Code, username, user ID, or password which you may have received from Niche-Mart.Com, and all information to which you have access through password-protected areas of Niche-Mart.Com's websites and will not cause or permit any such information to be communicated, copied or otherwise divulged to any other person whatsoever.

These Terms of Use will apply to every access to Niche-Mart.Com. Niche-Mart.Com reserves the right to issue revisions to these Terms of Use by publishing a revised version of this document on this site: that version will then apply to all use by you following the date of publication. Each access of information from Niche-Mart.Com will be a separate, discrete transaction based on the then prevailing terms.

If any of the provisions of this Agreement are determined by a court to be unenforceable, they shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.

The insertion of headings and the division of this Agreement into Articles and Sections are for convenience reference only and are not to affect its interpretation.

This Terms of Use and the license granted may not be assigned or sublet by You without Niche-Mart.Com's written consent in advance.

These Terms of Use shall be governed by, construed and enforced in accordance with the laws of the Ohio, as it is applied to agreements entered into and to be performed entirely within such jurisdiction.

To the extent you have in any manner violated or threatened to violate Niche-Mart.Com and/or its affiliates' intellectual property rights, Niche-Mart.Com and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of Ohio, and you consent to exclusive jurisdiction and venue in such courts.

Any other disputes will be resolved as follows:

If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Ohio. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Ohio, under the Commercial Arbitration rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

If any provision of this agreement is void or unenforceable in whole or in part, the remaining provisions of this Agreement shall not be affected thereby.

Your membership is effective until terminated by either party, and either party has the right to terminate your membership at any time for any reason. You agree that the Niche-Mart Membership Rights Usage Rules continue to apply after your membership ends. You may terminate your membership at any time by destroying all materials obtained from any and all Niche-Mart.Com site(s) and all related documentation and all copies and installations thereof, whether made under the terms of this agreement or otherwise. This agreement will terminate immediately without notice at Niche-Mart.Com's sole discretion, should you fail to comply with any term or provision of this agreement. Upon termination, you must destroy all materials obtained from this site and any and all other Niche-Mart.Com site(s) and all copies thereof, whether made under the terms of this agreement or otherwise. The destruction of materials requirement does not apply to the Resale Products and their accompanying sales pages that you obtained during your membership period. You can also continue to use content by paying the Optional One-Time License Fee as described in the Niche-Mart Membership Rights Usage Rules.

Affiliate Program Terms

ARTICLE 1. INTRODUCTION

1.01 Individuals and businesses are invited to participate in Niche-Mart.Com's affiliate program, provided they agree to this User Agreement, including our NO SPAM policy.

1.02 JP Specialties is the sole and exclusive owner of all right, title and interest including all intellectual property rights in and to the contents, logos, style, design, look and feel, trade names, trademarks to all literary works, computer software programs, products, goods and services (including and all future versions thereof) currently entitled the ("Product"). Product refers to the singular as well as the plural.

1.03 JP Specialties intends to sell and distribute the Product electronically and/or physically using, in part, third party affiliates who will establish links to JP Specialties Web site where the Product will be offered for sale.

ARTICLE 2. PARTICIPATION & REPRESENTATION

2.01 JP Specialties hereby grants to the Affiliate the non-exclusive and revocable right to market and advertise the Product and to establish links to JP Specialties web-site, in accordance with this Agreement.

2.02 The Affiliate shall advertise the Product through the Internet and shall develop, operate and maintain links from its site to JP Specialties site at its sole cost and expense.

2.03 The Affiliate represents and warrants to JP Specialties that this Agreement has been duly and validly executed and constitutes and shall continue to constitute a legal obligation, enforceable in accordance with its terms.

ARTICLE 3. AFFILIATE SALES COMMISSIONS

3.01 If, as a result of a direct advertising effort of the Affiliate, a referred customer of the Affiliate or of a member of the Affiliate's team (as defined) orders and pays for the Product or other goods or services sold by JP Specialties in the future, JP Specialties shall pay the Affiliate a sales commission determined in accordance with the Affiliate Compensation Details which follows this Agreement and which forms an integral part of it. The commission is based upon the paid selling price of the purchased goods or services before tax and excluding returns ("Sales Commission").

3.02 AN AFFILIATE SHALL NOT RECEIVE A SALES COMMISSION FOR A PRODUCT PURCHASE MADE, DIRECTLY OR INDIRECTLY, BY HIMSELF/HERSELF. JP Specialties in its sole and complete discretion may create multiple level compensation plans. In the case of a multiple level compensation plan, an Affiliate's Team means all Affiliates introduced to the Program by the Affiliate in question. In the event that more than one Affiliate claims the same commission for a sale, JP Specialties shall select the Affiliate which shall receive the compensation.

3.03 The Affiliate shall be responsible for all taxes and other similar levies applicable to the Sales Commission pursuant to any law or regulation. The Affiliate shall report the Sales Commission to its taxation authorities as required by law.

3.04 JP Specialties shall post and maintain, on a current basis, a designated password-protected Web page for each Affiliate showing the Affiliate's participation in the Program including number of potential customers referred by it and an estimate of the Sales Commission owing to it. JP Specialties shall, on or about the 28th-31st of each month, mail or otherwise transmit the Sales Commission representing the amount payable for the sales completed in the previous month. Sales statistics of the referred transactions, supporting the amount paid, shall be made available on the Affiliate's private site for a limited period of time. Affiliates will receive the Sales Commission in US funds via Paypal.com. For administrative convenience, if the Sales Commission is less than $20 dollars in a month, it shall be sent during a future month when and if the amount reaches or surpasses $20 US. If an Affiliate maintains a balance of less than $20 dollars of Sales Commission in a period of 12 consecutive months without asking for payment during that time, the Sales Commission shall be forfeited. Sales Commission overpayments may be deducted from future payments or shall be reimbursed by the Affiliate.

ARTICLE 4. AFFILIATE SITES AND PROMOTION METHODS

4.01 The Affiliate shall be solely responsible for all materials that appear on its site. It shall strictly adhere to all applicable laws and regulations in conducting its business and more specifically in marketing and advertising the Product. Without restricting the generality of the foregoing, the Affiliate shall not send unsolicited e-mail (SPAM) and shall not send e-mail or any other communication to a recipient if the recipient has requested that it discontinue such communication, nor shall it send or display on its Web site any material that may be considered to be harassing, libelous, defamatory, legally obscene or pornographic, threatening, abusive or hateful.

4.02 JP Specialties shall have the right, but not the obligation, to pre-approve the graphics and logos used on any Web site which is linked to its site. Furthermore, the Affiliate shall annotate its site with appropriate copyright, trademark and other similar notices, which shall be approved by JP Specialties. If the Affiliate specifies a price point for the Product in its marketing and advertising, it shall ensure that it is updated regularly to reflect all price changes.

4.03 JP Specialties shall have the right to monitor the Affiliate's Web site at any time and from time to time to determine if it is in compliance with the terms and conditions on this Agreement.

4.04 The Affiliate agrees not to use any predatory advertising methods designed to generate traffic from sites that they have not contracted with in the online promotion of JP Specialties products, services or affiliate program. Predatory advertising is defined as any method that creates or overlays links or banners on web sites, spawns browser windows, or any method invented to generate traffic from a web site without that web site owner's, knowledge, permission, and participation. Examples include, but are not limited to, keyword parsing, browser plugins such as TopText and Surf+, banner replacement technology such as Gator, browser spawning technology that is not web site dependent. Participation in predatory advertising programs will be cause for the affiliate's immediate termination.

ARTICLE 5. ORDER PROCESSING

5.01 JP Specialties shall establish the procedures of selling the Product including, without limitation, the placement of orders, pricing, payment terms, processing, delivery, returns etc. Without restricting the generality of the foregoing, JP Specialties shall have the right to cancel, suspend or delay any order for the Product, including the right to discontinue selling the Product at any time.

ARTICLE 6. LICENSES AND GOODWILL PRESERVATION

6.01 JP Specialties shall have the right, but not the obligation, to approve, in its sole and absolute discretion and with due regard to the protection and preservation of the goodwill of the Product any promotional, advertising or marketing item used by the Affiliate. The Affiliate shall make all deletions and modifications suggested by JP Specialties on any site where the Product is mentioned.

6.02 The Affiliate shall acknowledge and clearly identify and respect that all proprietary information, trademarks, copyrights and all other similar rights in and arising out of the Product are, and shall continue to be, the exclusive property of JP Specialties. In the event the Affiliate learns of any claim or allegation that the Product infringes upon or violates any intellectual property or proprietary rights of a third party, or contains any unlawful, libelous, or untrue statement, it shall immediately notify JP Specialties. so as to enable JP Specialties to defend, settle or otherwise resolve the claim or allegation in a manner that JP Specialties deems appropriate in its sole discretion.

6.03 Customers who purchase the Product through the Program shall be deemed to be customers of JP Specialties, and the Affiliate shall refer all Product-related questions, requests or queries to JP Specialties. JP Specialties shall have the right to utilize the Affiliate's name and logo to advertise, market, promote and publicize in any manner the Product.

6.04 The Affiliate shall not make or give to a customer or a potential customer any warranty, representation or other statement concerning the Product without first obtaining the written consent of JP Specialties.

ARTICLE 7. RELATIONSHIP OF PARTIES

7.01 While the parties shall work hand-in-hand for the benefit of both, the parties acknowledge and agree that the Affiliate shall, from a legal perspective, act as and shall be an independent contractor and not an employee or agent of JP Specialties. Nothing in this Agreement shall create a partnership, joint venture, agency, or franchise between the parties in the legal sense of these terms. The Affiliate shall not sign any document in the name of or on behalf of JP Specialties nor shall it hold itself out as being an agent of JP Specialties or as having apparent authority to contract for or bind JP Specialties.

ARTICLE 8. LIMITATION OF LIABILITY

8.01 In no event shall JP Specialties be liable for special, incidental, consequential or punitive damages, including, without limitation, any damages resulting from loss of profits, loss of business or loss of goodwill arising out of or in connection with this Agreement or the Product, whether or not such party has been advised of the possibility of such damages. JP Specialties shall not be liable for any damages if, for any reason whatsoever, its Web site fails or is non-operational for any reason whatsoever.

ARTICLE 9. TERM OF THE AGREEMENT

9.01 In the event that the Affiliate breaches any of the undertakings or obligations set forth in this Agreement and does not remedy same within 7 days notice from JP Specialties, it shall automatically forfeit the Sales Commission then receivable or receivable at any time in the future. JP Specialties shall, in addition, have the right to terminate this Agreement and shall retain all other rights and remedies available to it at law or in equity.

9.02 This Agreement shall automatically terminate if the Affiliate ceases to actively market the Product for a period of 90 days. JP Specialties shall have the right but not the obligation to terminate this Agreement with an Affiliate whose Sales Commission in a calendar year was in the bottom 5 percent of Sales Commission of all Affiliates in the calendar year in question, by giving the Affiliate 90 days notice of termination. In such cases the Sales Commission owing, representing the sums earned shall be paid even after termination of this Agreement. The Affiliate shall have the right to terminate this Agreement at any time upon written notice to JP Specialties.

9.03 As soon as notice of termination of this Agreement is given or upon termination as herein provided, the Affiliate shall immediately cease its marketing and advertising of the Product and shall forthwith eliminate all mention and references to the Product and all links to JP Specialties. Pending the completion of the foregoing, JP Specialties may hold in abeyance the Sales Commission.

ARTICLE 10. MODIFICATION AND APPLICATION OF AGREEMENT

10.01 JP Specialties may, in good faith, modify any of the terms and conditions contained in this Agreement (including the Affiliate Compensation Schedule), at any time and in its sole discretion, by posting a change notice or a new agreement on its Web site. If any modification to this Agreement is not acceptable to the Affiliate, its only recourse is to terminate this Agreement. The Affiliates continued participation in the Program following the said posting of a change notice or new agreement shall constitute binding acceptance by the Affiliate of the change.

10.02 The Affiliate shall not assign, transfer or convey this Agreement or any part thereof to any other party without JP Specialties consent which shall not be unreasonably refused.

10.03 This Agreement shall endure to the benefit of and be binding upon the parties hereto and their respective heirs, legatees, executors, legal representatives, successors and assigns.

10.04 This Agreement represents the entire agreement between the parties and supersedes all prior negotiations, agreements and understandings, if any. For greater certainty but without restricting the aforementioned, information contained in any of the following shall not form part of this Agreement, namely:

Descriptions of the Program (including the descriptions of Sales Commission payable to the Affiliates) on JP Specialties Web site(s);

E-mail communications from JP Specialties or from any of its employees, officers or directors;

Information in the Product, or in marketing/informational documents.

ARTICLE 11. INDEPENDENT INVESTIGATION

11.01 The Affiliate acknowledges that it has reviewed this Agreement and agrees to all its terms and conditions. The Affiliate understands that JP Specialties may at any time solicit customer referrals on terms that may differ from those contained in this Agreement or operate Web sites that are similar to or compete with the Affiliate's Web site. The Affiliate has independently evaluated the desirability of participating in the Program and is not relying on any representation, guarantee or statement other than as set forth in this Agreement.

ARTICLE 12. MISCELLANEOUS PROVISIONS

12.01 Any reference in this Agreement to gender includes all genders and words importing the singular number only shall include the plural and vice versa.

12.02 Each of the parties adhere to covenants and agrees that it shall execute and deliver such additional agreements and documents and do such acts and things as may be reasonably necessary fully and effectually to carry out the intent and purpose of this Agreement.

12.03 Time shall be of essence of this Agreement.

12.04 All notices, requests and other communications shall be deemed to have been received when posted by JP Specialties on its Web site. It shall also be deemed to have been received on the next business day if transmitted by Telecopier, e-mail or any other form of electronic mail to the last known electronic address of the intended recipient.

12.05 If a dispute arises under this agreement, we agree to first try to resolve it with the help of a mutually agreed upon mediator in the following location: Ohio, US. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of us.

If it proves impossible to arrive at a mutually satisfactory solution through mediation, we agree to submit the dispute to binding arbitration at the following location: Ohio, US, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

The parties have required that this Agreement and related documents be drafted in English.

AFFILIATE COMPENSATION DETAILS

NMCG affiliate compensation will vary. Commissions and prizes awarded for specified time periods will be posted on the Niche-Mart.Com domain and will be readily available to all affiliates.  NMCG will be running affiliate competitions. The prizes and commissions offered for each competition will vary. Please see the NMCG affiliate pages or contact us for further details.

REJECTION CRITERIA

We will reject anyone who uses marketing techniques that...

Are harassing or use SPAM in any way, shape, or form (for full details see our spam policy to follow below).

Exploit sex to sell.

Promote violence.

Are hateful in any way.

Are libelous or defamatory.

Are threatening or abusive.

Are illegal or on the borderline.

Violate the copyrights or trademarks of others.

Are in such poor taste that we do not want the association.
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