Welcome to CNV.com. Any person who wants to access the Site and use the Services to sell items must accept the terms and conditions without change. BY REGISTERING FOR AND USING THIS SERVICE, VENDOR AGREES TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

CNV.com reserves the right to change any of the terms and conditions contained in this agreement or any policies or guidelines governing the Site or Services, at any time and at its sole discretion.

www.sextoyfun.com/vendors will hereafter be called “The Site”.

Manufacturer or distributor wanting to sell product will hereafter be defined as “Vendor”.

“Marketplace” is defined as a platform for third-party sellers and buyers to complete sales transactions.

1. Eligibility.
Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law. To register, vendor must complete in full, CNV.com's new vendor spreadsheet or online form at www.sextoymarketplace.com. Vendor represents and warrants that: (a) Vendor is a business, is duly organized, validly existing and in good standing under the laws of the country in which vendors business is registered and that vendor is registered for the Services within such country; and (b) vendor has all right, power and authority to enter into this agreement and perform obligations hereunder.

2. Payment Terms.
Vendor will submit to CNV.com an invoice in simple spreadsheet format for the previous months sales. This invoice will include CNV.com's order number, the vendors cost to CNV.com and the exact shipping price paid by the vendor. CNV.com's vendor manager will approve the invoice and submit it for payment. CNV.com will pay all approved invoices in less than 30 days.

3. Policies and Guidelines.
Vendor agrees to abide by CNV.com's terms and conditions. Terms and conditions explain the processes and set out acceptable conduct and prohibited practices. CNV.com may change these policies and procedures in the future, and such changes will be effective immediately upon posting without notice to vendor. Vendor should refer regularly to the posted terms and conditions to understand the current procedures and guidelines for participating and to be sure that the items offered for sale can be sold on the Site. For each item listed on the Site, vendor will provide to CNV.com the state or country from which the item ships. Vendor will provide to CNV.com using the processes and timing CNV.com designated, any requested information regarding shipment, tracking and order status, and CNV.com may make any of this information publicly available. Vendor will not send customers emails except as is reasonably acceptable to CNV.com. Promptly after shipment of a customer's order (or any portion of the customer's order), vendor will accurately inform CNV.com that the order has been shipped (and, in the case of a customer order that is shipped in more than one shipment, accurately inform CNV.com which portion of the order has been shipped), using standard methods for communicating such information. If vendor fails to provide Confirmation of Shipment within two business days. CNV.com may in its sole discretion cancel (and/or direct vendor to stop and/or cancel) any such transaction, and vendor will stop and/or cancel any such transaction upon a request by CNV.com, at vendors expense, if vendor failed to follow the cancel order.

4. CNV.com's Role.
CNV.com provides a platform for third-party sellers and buyers to complete transactions. As a Seller, the vendor may list any item on the Site as approved by CNV.com. Without limitation, the vendor may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; (c) is counterfeited, illegal, stolen, or fraudulent, or (d) use any copyright images, descriptions or depictions that you are not the copyright holder of. It is up to the Seller to accurately describe the item for sale. As a Seller, the vendor uses the Site and the Services at vendor's own risk.

5. CNV.com Terms of Use.
IN ORDER TO SELL ITEMS IN THE MARKETPLACE, VENDOR MUST REGISTER WITH CNV.com AND USE CNV.com's payment terms:

1. Seller must register online with CNV.com to use CNV.com's services. Vendor must provide CNV.com true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes CNV.com to verify Vendors information.
2. If CNV.com reasonably concludes based on information available to CNV.com that Seller's actions and/or performance in connection with the Services may result in Buyer disputes, charge backs or other claims, then CNV.com may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to vendor in connection with the Services or this agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this agreement. CNV.com will not be liable to Seller if CNV.com acts in accordance with the provisions of this Section.
3. CNV.com will send notices to Seller at the e-mail address maintained in CNV.com's records for Seller. Seller will monitor e-mail messages frequently to ensure awareness of any correspondence sent by CNV.com.
4. There is no fee for registering for the MarketPlace. CNV.com may, at our sole discretion, waive, reduce, or reverse charges or fees for a specific transaction.
5. CNV.com may refuse service to anyone for any reason. CNV.com may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between CNV.com being paid by Buyer and the bank account being debited to pay Payment Transaction credits to Seller. CNV.com reserves the right to seek reimbursement from Seller if CNV.com, in our sole discretion, decides to reimburse Buyer, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller.
6. Seller may terminate participation in the MarketPlace at any time by informing CNV.com. And CNV.com may terminate Seller's participation in the MarketPlace at any time without notice to Seller. Upon termination, any pending transactions may be canceled.
7. CNV.com reserves the right, upon termination, to set off against any payments to be made to Seller, an amount determined by CNV.com to be adequate to cover charge backs, refunds, adjustments or other amounts paid to Buyers in connection with Marketplace purchases from Seller's Account for a prospective three-month period. At the end of such three-month period following termination, CNV.com will disburse to Seller any amount not used to offset charge backs, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in Section 5.e. Above for any additional amount required to offset charge backs, refunds, adjustments, or other amounts paid to Buyers, as applicable.

6. Reservation of Rights.
CNV.com retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in CNV.com's sole discretion. CNV.com may in its sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of vendors transactions. Vendor will stop and/or cancel orders of products if CNV.com asks vendor to do so (provided that if vendor has transferred products to the applicable carrier or shipper, vendor will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). Vendor will agree that CNV.com could refund any customer that has been charged for an order that CNV.com stops or cancels.

7. Returns and Refunds.
Vendor will provide CNV.com with vendors customer return and refund policies for display on the Site and accept and process returns, refunds and adjustments relating to vendors products in accordance with this agreement and the posted policies at the time of the applicable order. If vendor notifies CNV.com of any changes to these policies, CNV.com will use reasonable efforts to post the changes. No change will be effective as to vendor products until CNV.com posts the change on the Site. Vendor will provide refunds and adjustments (that vendor is obligated to provide under applicable return and refund policies or as required by law) promptly, but in no case later than thirty (30) days following the close of the sale.

8. Password Security.
Vendors password may be used only to access the site, use the Services, and review vendors completed transactions. Vendor is solely responsible for maintaining the security of vendor's password. Vendor may not disclose password to any third party (other than third parties authorized by vendor to use vendors account) and are solely responsible for any use of or action taken under vendor's password on this Site. If password is compromised, vendor must notify CNV.com as soon as possible so that the password can be changed.

9. Illegal Activity.

1. Compliance with Laws; Fraud.  The Site and Services may be used only for lawful purposes and in a lawful manner. Vendor agrees to comply with all applicable laws, statutes, and regulations. Vendor may not register under a false name. Vendor may not impersonate any participant or use another participant's password(s). If vendor has been asked to leave the MarketPlace in the past for violation of Terms of Service, and vendor fraudulently sell products on the MarketPlace again, CNV.com will shut account down with no notice.
2. Investigation.  CNV.com has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate, as CNV.com deems appropriate. CNV.com also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. CNV.com reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
3. Disclosure of Information.  CNV.com also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect CNV.com's systems and customers, or to ensure the integrity and operation of CNV.com's business and systems, CNV.com may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.

10. No warranties.
The site and the services are provided on an "as is" basis. Cnv.com makes no other representations or warranties of any kind, express or implied, including without limitation:

1. The implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
2. That the site or the services will meet vendor requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
3. That the information, content, materials, or products included on the site will be as represented by sellers, available for sale at the time of sale, lawful to sell, or that sellers or buyers will perform as promised.
4. Any implied warranty arising from course of dealing or usage of trade; and
5. Any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of cnv.com.

To the full extent permissible under applicable law, CNV.com disclaims any and all such warranties.

11. Indemnity/Limitation of Liability.

1. Indemnity and Defense.  Vendor will defend, indemnify and hold harmless CNV.com and its affiliates (and respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any claim that arises out of or relates to: (i) any actual or alleged breach of vendor representations, warranties, or obligations set forth in this Participation Agreement; or (ii) vendors own website or other sales channels, the products vendor sells, any content vendor provides, the advertisement, offer, sale or return of any products vendor sells, any actual or alleged infringement of any intellectual property or proprietary rights by any products vendor sells or content vendor provides, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
2. Limitation of liability.  CNV.com will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with the participation agreement, the site, the services, the inability to use the services, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services.

12. Disputes.
Because CNV.com is not the agent of either Seller or Buyer for any purpose, CNV.com will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction.

13. Vendor Grant.
By entering into this agreement and listing an item, vendor grants us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content vendor submits to CNV.com and its affiliates, and to sublicense the foregoing rights to CNV.com's affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that CNV.com will not alter any of vendors trademarks (i.e., trademarks of vendor that vendor provided to CNV.com in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by vendor (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with vendors removal requests as to specific uses of vendors trademarks (provided vendor is unable to do so using standard functionality made available to vendor via the Site or Services); provided further, however, that nothing in this agreement will prevent or impair CNV.coms right to use without vendor consent the content and any other materials provided by vendor, to the extent that such use is allowable without a license from vendor or vendor affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). Vendor represents and warrants that vendor owns or otherwise controls all of the rights to the content vendor submits to CNV.com, and that the use of such materials by CNV.com will not infringe upon or violate the rights of any third party.

14. Termination.
CNV.com, in its sole discretion, may terminate these Terms and Conditions, access to the Site or the Services, immediately without notice for any reason. CNV.com, in its sole discretion, also may prohibit any Seller from listing certain items for sale. entering into this agreement and listing an item, vendor grants us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content vendor submits to CNV.com and its affiliates, and to sublicense the foregoing rights to CNV.com's affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that CNV.com will not alter any of vendors trademarks (i.e., trademarks of vendor that vendor provided to CNV.com in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by vendor (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with vendors removal requests as to specific uses of vendors trademarks (provided vendor is unable to do so using standard functionality made available to vendor via the Site or Services); provided further, however, that nothing in this agreement will prevent or impair CNV.coms right to use without vendor consent the content and any other materials provided by vendor, to the extent that such use is allowable without a license from vendor or vendor affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). Vendor represents and warrants that vendor owns or otherwise controls all of the rights to the content vendor submits to CNV.com, and that the use of such materials by CNV.com will not infringe upon or violate the rights of any third party.

15. General Provisions
These Terms and Conditions, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.

1. Entire Agreement.  These Terms and Conditions, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.
2. Severability.  If any provision of these Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
3. No Waiver.  CNV.com will not be considered to have waived any of CNV.com's rights or remedies described in this agreement unless the waiver is in writing and signed by CNV.com. No delay or omission by CNV.com in exercising rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. CNV.com's failure to enforce the strict performance of any provision of these Terms and Conditions will not constitute a waiver of CNV.com's right to subsequently enforce such provision or any other provisions of this agreement.