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Terms and Conditions

Last Updated: November 26, 2019

Welcome to the RESTRICTED 21 Website! 4B.DEN LTD and/or its affiliates (known here in as: “Restricted 21“) provide website features and other products and services to you when you visit or shop at the websites operated by Restricted 21, use Restricted 21 products or services, use Restricted 21 applications for mobile, or use software or data provided by Restricted 21 in connection with any of the foregoing (collectively, together with any use of the sites, “Restricted 21 Services”). Restricted 21 provides the Restricted 21 Services subject to the following conditions.

Restricted21.com, also known as “Forbidden 21”, is an online marketplace intended for the purchase and resell of adult orientated products. Forbidden 21 is the platform in which the marketplace is being operated, and as such, forbidden 21 is not a part of any transaction taking place at the marketplace.

By using Restricted 21 Services, you agree to these conditions. Please read them carefully.

We offer a wide range of Restricted 21 Services, and sometimes additional terms may apply. When you use a Restricted 21 Services you also will be subject to the guidelines, terms and agreements applicable to that Restricted 21 Service (“Service Terms”). If these Terms & Conditions of Use (“Conditions of Use”) are inconsistent with the Service Terms, those Service Terms will control.

PRIVACY

Please review our Privacy Policy, which is incorporated into these Conditions of Use and also governs your use of Restricted 21 Services, to understand our practices.

ELECTRONIC COMMUNICATIONS

When you use any Restricted 21 Service, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the sites or through the other Restricted 21 Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

COPYRIGHT

All content included in or made available through any Restricted 21 Service, such as text, graphics, logos, button icons, images, audio clips, digital downloads, and data compilations is the property of Restricted 21 or its content suppliers and protected by international copyright laws. The compilation of all content included in or made available through any Restricted 21 Service is the exclusive property of Restricted 21 and protected by international copyright laws.

TRADEMARKS

In addition to the above, graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Restricted 21 Service are trademarks or trade dress of Restricted 21 around the world. Restricted 21’s trademarks and trade dress may not be used in connection with any product or service that is not Restricted 21’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Restricted 21. All other trademarks not owned by Restricted 21 that appear in any Restricted 21 Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Restricted 21.

LICENSE AND ACCESS

Subject to your compliance with these Conditions of Use and your payment of any applicable fees, Restricted 21 or its content providers grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Restricted 21 Services. This license does not include any resale or commercial use of any Restricted 21 Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any Restricted 21 Service or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Conditions of Use or any Service Terms are reserved and retained by Restricted 21 or its licensors, suppliers, publishers, rightsholders, or other content providers. No Restricted 21 Service, nor any part of any Restricted 21 Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Restricted 21. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Restricted 21 without express written consent. You may not use any meta tags or any other “hidden text” utilizing Restricted 21’s name or trademarks without the express written consent of Restricted 21. You may not misuse the Restricted 21 Services. You may use the Restricted 21 Services only as permitted by law. The licenses granted by Restricted 21 terminate if you do not comply with these Conditions of Use or any Service Terms.

YOUR ACCOUNT

If you use any Restricted 21 Service, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Restricted 21 does not sell products for children, but it sells them to adults, who can purchase with a credit card or other permitted payment method. If you are under 18, you may not use the Restricted 21 Services. Restricted 21’s services are intended for adults only. You must be at least 21 years of age to purchase, or use any site functionality related to Restricted 21’s service. Restricted 21 reserves the right to refuse service, terminate accounts, remove or edit content, or cancel orders in its sole discretion.

REVIEWS, COMMENTS, COMMUNICATIONS, AND OTHER CONTENT

Visitors may post reviews, comments, photos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam.” You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. Restricted 21 reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.

If you do post content or submit material, and unless we indicate otherwise, you grant Restricted 21 a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant Restricted 21 and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify Restricted 21 for all claims resulting from content you supply. Restricted 21 has the right but not the obligation to monitor and edit or remove any activity or content. Restricted 21 takes no responsibility and assumes no liability for any content posted by you or any third party.

COPYRIGHT COMPLAINTS

Restricted 21 respects the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please inform our customer service relations immediately. 

RISK OF LOSS

All items purchased from Restricted 21 are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon our delivery to the carrier.

RETURNS, REFUNDS AND TITLE

Some items may not be returnable or refundable. At our discretion, a refund may be issued without requiring a return. In this situation, Restricted 21 does not take title to the refunded item. Restricted 21 does not take title to returned items until the item arrives at the suppliers fulfillment center.

PRODUCT DESCRIPTIONS

Restricted 21 attempts to be as accurate as possible. However, Restricted 21 does not warrant that product descriptions or other content of any Restricted 21 Service is accurate, complete, reliable, current, or error-free. If a product offered by Restricted 21 itself is not as described, your sole remedy is to return it in unused condition directly to the supplier it was purchased from.

PRICING

Except where noted otherwise, the List Price displayed for products on any Restricted 21 Service represents the full retail price listed on the product itself, suggested by the manufacturer or supplier, or estimated in accordance with standard industry practice; or the estimated retail value for a comparably featured item offered elsewhere. The List Price is a comparative price estimate and may or may not represent the prevailing price in every area on any particular day. For certain items that are offered as a set, the List Price may represent “open-stock” prices, which means the aggregate of the manufacturer’s estimated or suggested retail price for each of the items included in the set.

With respect to items sold on the Restricted 21 website, we cannot confirm the price of an item until you order. Despite our best efforts, a small number of the items in our catalog may be mispriced. If the correct price of an item sold by Restricted 21 is higher than our stated price, we will, at our discretion, either contact you for instructions before shipping or cancel your order and notify you of such cancellation.

 PAYMENTS AND BILLING

The Company provides the user with a platform for the purpose of transactions involving products intended for adults. Such transactions may involve transfer of money between the buyer (user) and seller (supplier). Any fund transfer shall be made through the third party services of PayPal. You may find more information regarding the process of transaction at our FAQ page. 

In addition to these Terms, any use of PayPal services is subject to PayPal‘s terms and conditions. It is hereby cleared that any transaction may include fees to the Company and to PayPal. Information regarding such fees shall be provided during transaction process. Please be advised that in some cases, you may be entitled to refunds, although some or all of the fees may not be refunded. The Company reserves the right, at its sole discretion, to halt your account (partly or fully) in any case of delay in due payment, until such payment fully paid. The Company shall not be responsible and will not be liable for any loss, damage or other liability arising from such actions.

RESTRICTED 21 SOFTWARE TERMS

In addition to these Conditions of Use, the terms apply to any software (including any updates or upgrades to the software and any related documentation) that we make available to you from time to time for your use in connection with Restricted 21 Services (the “Restricted 21 Software”).

OTHER BUSINESSES

Parties other than Restricted 21 may operate stores, provide services, or sell product on the sites. In addition, we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. Restricted 21 does not assume any responsibility or liability for the actions, product, and content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE RESTRICTED 21 SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESTRICTED 21 SERVICES ARE PROVIDED BY RESTRICTED 21 ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. RESTRICTED 21 MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE RESTRICTED 21 SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESTRICTED 21 SERVICES, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THE RESTRICTED 21 SERVICES IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, RESTRICTED 21 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RESTRICTED 21 DOES NOT WARRANT THAT THE RESTRICTED 21 SERVICES, INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE RESTRICTED 21 SERVICES, RESTRICTED 21’S SERVERS OR ELECTRONIC COMMUNICATIONS SENT FROM RESTRICTED 21 ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RESTRICTED 21 WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF ANY RESTRICTED 21 SERVICE, OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH ANY RESTRICTED 21 SERVICE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

DISPUTES

Any dispute or claim relating in any way to your use of any Restricted 21 Service, or to any products or services sold or distributed by Restricted 21 or through the sites will be resolved by binding arbitration, rather than in court, except that you may assert claims in small claims court if your claims qualify. exclusive jurisdiction of the district of Tel Aviv-Jaffa, Israel courts for disputes arising out of these terms and conditions.

The laws of the State of Israel shall govern this Terms. Any dispute which may arise in connection with these Terms shall be brought to the competent court in the Tel-Aviv district, Israel, which shall be granted exclusive jurisdiction.

Israeli citizens will be subject to the Israeli law “Consumer Protection Regulations of 1981”, and its subsequence revisions from time to time as determined by the Legislature.

RESTRICTED COUNTRIES

It is hereby declared that the use of the Restricted 21 Services is restricted to certain users from specific countries, and therefor allowed to users of all other countries that are not listed as “restricted” by the company in these terms. List of restricted countries: Syria, Iran, Iraq, Lebanon, Cuba, Ivory cost, Myanmar & North Korea. The Company may modify the list from time to time, without any prior notice.

MODIFICATION AND SEVERABILITY

We reserve the right to make changes to the sites, policies, Service Terms, the Privacy Policy and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

OUR ADDRESS

4.B.Den 21 Ltd

1 Bezalel Street, Holon 5882710, Israel.

How to Serve a Subpoena

If you have a subpoena to serve on Restricted 21, please note that Restricted 21 does not accept service via e-mail or fax and will not respond to the subpoena. All subpoenas must be properly served on Restricted 21, preferably by mailing the subpoena to Corporation Service Company (CSC), Restricted 21’s national registered agent. Please find below the Israeli address for CSC:

4.B.Den 21 Ltd – 1 Bezalel Street, Holon 5882710, Israel.

Please note also that providing detailed and accurate information at the outset will facilitate efficient processing of your request. That information will include, for example, e-mail and/or payment instrument number used to make purchases.

Notice and Procedure for Making Claims of Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Restricted 21’s copyright agent with this information:

  • A physical signature of the person authorized to act on behalf of the owner of the copyright interest;
  • A description of the copyrighted work that you claim has been infringed upon;
  • A description of where the material that you claim is infringing is located on the sites;
  • Your address, telephone number, and e-mail address;
  • A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
  • A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Restricted 21’s Copyright Agent for notice of claims of copyright infringement on the sites can be reached as follows:

Copyright Agent:

4.B.Den 21 Ltd

1 Bezalel Street, Holon 5882710, Israel.

e-mail: [email protected] 21.com
telephone: _______________

Please note that this procedure is exclusively for notifying Restricted 21 that your copyrighted material has been infringed.

Additional Restricted 21 Software Terms

  1. Use of the Restricted 21 Software. You may use Restricted 21 Software solely for purposes of enabling you to use and enjoy the Restricted 21 Services as provided by Restricted 21, and as permitted by the Conditions of Use, these Software Terms and any Service Terms. You may not incorporate any portion of the Restricted 21 Software into your own programs or compile any portion of it in combination with your own programs, transfer it for use with another service, or sell, rent, lease, lend, loan, distribute or sub-license the Restricted 21 Software or otherwise assign any rights to the Restricted 21 Software in whole or in part. You may not use the Restricted 21 Software for any illegal purpose. We may cease providing any Restricted 21 Software and we may terminate your right to use any Restricted 21 Software at any time. Your rights to use the Restricted 21 Software will automatically terminate without notice from us if you fail to comply with any of these Software Terms, the Conditions of Use or any other Service Terms. Additional third-party terms contained within or distributed with certain Restricted 21 Software that are specifically identified in related documentation may apply to that Restricted 21 Software (or software incorporated with the Restricted 21 Software) and will govern the use of such software in the event of a conflict with these Conditions of Use. All software used in any Restricted 21 Service is the property of Restricted 21 or its software suppliers and protected by international copyright laws.
  2. Use of Third Party Services. When you use the Restricted 21 Software, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third-party services may be subject to the separate policies, terms of use, and fees of these third parties.
  3. No Reverse Engineering. You may not, and you will not encourage, assist or authorize any other person to copy, modify, reverse engineer, decompile or disassemble, or otherwise tamper with, the Restricted 21 Software, whether in whole or in part, or create any derivative works from or of the Restricted 21 Software.
  4. Updates. In order to keep the Restricted 21 Software up-to-date, we may offer automatic or manual updates at any time and without notice to you.

Digitals Goods and courses Vendor's Terms and Conditions

When you sign up to become a “Digital Goods Vendor” on the Restricted 21 Marketplace, you agree to abide by these Terms intended for Digital goods vendors, which are specifically tailored to you as a digital products vendor. Also, you agree to abide by the terms and conditions intended for the general vendors known as: “Vendor Terms and Conditions”. These terms and conditions cover the details about the aspects of the Marketplace relevant to vendors selling digital goods and courses and are incorporated by reference into the version of collective Vendor’s Terms of Use, as stated above, the general terms that govern your use of our Services. Any capitalized terms that aren’t defined in these Terms are defined as specified in the collective Vendor’s Terms and Conditions. As vendor, you are contracting directly with Restricted 21 Inc., regardless of whether another Restricted 21 subsidiary facilitates payments to you.
  1. Vendor’s Obligations
As a vendor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, and announcements (“Submitted Content”).   You represent and warrant that:
  • you will provide and maintain accurate account information;
  • you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Restricted 21 to use your Submitted Content as specified in these Terms and the Terms of Use;
  • your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
  • you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
  • you will respond promptly to customers and ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
You warrant that you will not:
  • post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  • post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
  • use the Services for business other than providing tutoring, teaching, and instructional services to customers;
  • engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
  • frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
  • impersonate another person or gain unauthorized access to another person’s account;
  • interfere with or otherwise prevent other vendors from providing their services or courses; or
  • abuse Restricted 21 resources, including support services.
  1. License to Restricted 21
You grant Restricted 21 the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to customers for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility. Unless otherwise agreed (including within our Promotions Policy), you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, Restricted 21’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content’s removal. However, (1) rights given to customers before the Submitted Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Restricted 21’s right to use such Submitted Content for marketing purposes shall survive termination. We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Restricted 21 permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Restricted 21’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
  1. Restricted 21 Polices
3.1 Policies You agree to abide by Restricted 21’s , Restricted Topics policy, and other course quality standards or policies prescribed by Restricted 21 from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Restricted 21’s approval, which we may grant or deny at our sole discretion. We reserve the right to remove courses, suspend payouts, and/or ban vendors for any reason at any time, without prior notice, including in cases where:
  • a vendor or course does not comply with our policies or legal terms (including the Terms of Use);
  • a course falls below our quality standards or has a negative impact on the customer experience;
  • a vendor engages in behavior that might reflect unfavourably on Restricted 21 or bring Restricted 21 into public disrepute, contempt, scandal, or ridicule;
  • a vendor engages the services of a marketer or other business partner who violates Restricted 21’s policies; or
  • as determined by Restricted 21 in its sole discretion.
3.2 Anti-Piracy Efforts We partner with anti-piracy vendors to help protect your courses from unauthorized use. To enable this protection, you hereby appoint Restricted 21 and our anti-piracy vendors as your agents for the purpose of enforcing copyrights for each of your courses, through notice and takedown processes (under applicable copyright laws for example the Digital Millennium Copyright Act) and for other efforts to enforce those rights. You grant Restricted 21 and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests.
  1. Pricing
4.1 Price Setting Each vendor of digital goods will be prompted to select a base price (“Base Price”) for the course or digital goods sold. Alternatively, you may choose to offer your course for free. When a customer purchases using a foreign currency, we will convert the relevant Base Price or Promotional Program price into the customer’s applicable currency using a system-wide foreign currency conversion rate set by Restricted 21. You give us permission to share your courses for free with our employees, with selected partners, and in cases where we need to restore access accounts who have previously purchased your courses. You understand that you will not receive compensation in these cases. 4.2 Transaction Taxes If a customer purchases a product or service in a country that requires Restricted 21 to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes (“Transaction Taxes”), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due.
  1. Payments
5.1 Revenue Share When a customer purchases a digital product or course, we calculate the gross amount of the sale as the amount actually received by Restricted 21 from the customer (“Gross Amount”). From this, we subtract any Transaction Taxes and other variables if applicable (“Net Amount”). your revenue share will be 50% of the Net Amount less any applicable deductions, such as customer refunds. If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services. Restricted 21 makes all vendor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. We will assume transaction processing fees, excluding foreign currency conversion fees and wiring fees. Your revenue report will show the sales price (in local currency) and your converted revenue amount (in USD). 5.2 Receiving Payments For us to pay you in a timely manner, you must own a PayPal account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income. Depending on the applicable revenue share model, payment will be made within 30 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred. As a vendor, you are responsible for determining whether you are eligible to be paid by Restricted 21 or not. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law. If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law. 5.3 Refunds You acknowledge and agree that customers have the right to receive a refund, as detailed in the Terms of Use. Vendors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use. If a customer asks for a refund after we have paid the relevant vendor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the vendor or (2) where no further payments are due to the vendor or the payments are insufficient to cover the refunded amounts, require the vendor to refund any amounts refunded to customers for the vendor’s goods and courses.
  1. Trademarks
While you are a published vendor and subject to the requirements below, you may use our trademarks where we authorize you to do so. You must:
  • only use the images of our trademarks that we make available to you;
  • immediately comply if we request that you discontinue use.
You must not:
  • use our trademarks in a misleading or disparaging way;
  • use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services;
  • use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
  1. 7. Miscellaneous Legal Terms
7.1 Updating These Terms From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Restricted 21 reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms. 7.2 Translations Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict. 7.3 Relationship Between Us You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.

Vendor Terms and Conditions

Vendor Terms and Conditions Any person or entity (“Vendor”) who wants to supply Products (as defined in Section 1) to 4.B.DEN 21 LTD or its affiliates (collectively, “Restricted 21” herein) must accept these Vendor Terms and Conditions (“Agreement”) without change. BY ACCEPTING THIS AGREEMENT, YOU (A) ON BEHALF OF YOURSELF AND THE ENTITY THAT YOU REPRESENT, AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE; AND (B) CERTIFY THAT YOU ARE AN OFFICER OF VENDOR WHO IS AUTHORIZED TO BIND VENDOR TO THIS AGREEMENT, INCLUDING THE GUARANTIES CONTAINED IN SCHEDULE 2.
  1. Purchase Orders; Transaction Process; Pricing and Taxes: This Agreement governs Restricted 21’s purchase of Products from Vendor. “Products” means all goods, including labelling and packaging, provided to Restricted 21. Restricted 21 is not obligated to purchase Products, and Vendor is not obligated to sell Products, until Vendor accepts a purchase order (“PO”). Vendor will not substitute Products or combine or consolidate POs without Restricted 21’s consent. Documents that Restricted 21 signs acknowledging receipt of Products do not constitute acceptance of the Products. Restricted 21 may modify or cancel POs without penalty before Vendor delivers Products to the carrier. The PO provides Product prices and payment terms, excluding discounts or rebates. Prices include any commissions and other charges, unless otherwise noted. Except as otherwise provided in this Section, Vendor may charge Restricted 21 any applicable taxes that Vendor is legally obligated to charge purchasers of the Products, if the tax amounts are stated separately on Vendor’s invoice for the Products. Vendor is responsible for other fees, taxes and duties, including any taxes Vendor may owe on payments Vendor receives under the Agreement. If Vendor requests (or Restricted 21 provides to Vendor) a resale certificate for the state in which Restricted 21 is registered for sales and use taxes, then Vendor will not charge or collect from Restricted 21 any taxes covered by such certificate.
  1. The customer pays for the product to Restricted 21’s website. vendor’s payment/profit will be transferred to the Vendor’s PayPal account within 72 hours after it has been confirmed that the Customer has received the product, after reducing Restricted 21’s commission, under the assumption that the Customer didn’t request to return or to receive a refund. Each transaction will be executed at Restricted 21’s website and will be charged 25% of the transaction amount, except of following product categories as Sex Dolls – 10% and Sex Furniture – 15%. The remaining amount will be transferred directly to the Vendor’s PayPal account as stated in this section. Gold Vendor – As part of our desire to encourage vendors to sell their products at Restricted 21’s market, the first Vendors will be registered as “Gold Vendors” and will be promoted on Restricted 21 search engine and marketing platform, during the first 24 months, at no cost. After 24 months, the highest rated Vendors by customers & by the market – on the Restricted 21 website, will give another 12 months promotion as Gold Vendors on Restricted 21 market at no cost.
  1. Product Images/Information: Vendor will make available to Restricted 21 (including permitting Restricted 21 to collect from Vendor’s website) all textual materials or metadata requested by Restricted 21 for each Product (“Product Information”), including product name, UPC, brand, list price, fabric content (if the product is a textile product), electronic images, any Product information or warnings required by law to be disclosed in any sale or advertisement of the Product, country of origin. At Vendor’s sole discretion, Vendor may choose to provide Restricted 21 with Promotional Materials. “Promotional Materials” means any logos, publicity images, and other content or materials Vendor makes available to Restricted 21. Vendor grants Restricted 21 a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a) use, copy and display the Product Information and Promotional Materials on or in connection with any website (or similar ecommerce channel); (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise create derivative works of the Product Information and Promotional Materials; (c) use all trademarks or tradenames included in the Product Information and Promotional Materials; and (d) sublicense any of the foregoing rights to parties participating in Restricted 21’s “minions” affiliates program and other similar programs where the users are subject to similar restrictions.
  1. Age Restriction: Restricted 21 is a market place which sells sex toys, fashion & adult products only for adults over the age of 18 and does not allow items to be sold to minors under the age of 18. If it turns out that a Vendor had sold to minors despite the platform guidelines, the Vendor will be immediately blocked.
  1. Warranties: Vendor represents, warrants and covenants that: (a) the Products are genuine and free from defects; (b) all materials and other items incorporated into the Products are new (not refurbished or reconditioned, without Restricted 21’s prior written consent), unless Vendor has received Restricted 21’s prior written consent otherwise; (c) the Product Information and Promotional Materials are accurate and complete, and Restricted 21’s exercise of its license rights in this Agreement will not violate any third party’s rights; (d) Vendor will comply with all laws and rules relating to the Products, and the Products, Product Information, Promotional Materials and import documentation (if applicable) comply with all applicable laws and rules; (e) the Products may be lawfully marketed, sold and distributed throughout the U.S/E.U. without restriction (e.g., no required disclosures, licenses, or registrations) other than any specific restrictions or prohibitions disclosed by Vendor and consented to by Restricted 21 in writing; (f) no Product contains ingredients that are regulated by U.S/E.U. Drug Enforcement Administration as a controlled substance or listed chemical; (g) no Products will be provided to Restricted 21 that are subject to U.S/E.U.  as hazardous materials without Restricted 21’s prior written consent; (h) no Products were produced, manufactured, assembled, or packaged by forced, prison or child labor (defined as age 15 or the minimum working age within the applicable jurisdiction, whichever is older); and (i) Vendor possesses clean and clear title to, and has the unencumbered right to sell, each and every one of the Products supplied or to be supplied to Restricted 21. If Vendor provides any Product to Restricted 21 that is subject to the requirements of the Textile Fiber Products Identification Act, the Fur Products Labeling Act, or the Wool Products Labeling Act, then Vendor provides to Restricted 21 the continuing guaranty set forth in Schedule 2(a). If Vendor sells, has sold, or otherwise provides any Product to Restricted 21 that is a “pesticide” or “pesticide product” as those terms are defined in the Federal Insecticide, Fungicide, and Rodenticide Act or its implementing regulations, then Vendor provides to Restricted 21 the continuing guaranty set forth in Schedule 2(b).
  1. Prohibited items; There are some types specific kinds of products Restricted 21 does not permit on the company’s market platform, even if said product is legal and otherwise meets the Restricted 21’s selling criteria. The company considers them not suitable and/or not in the spirit of Restricted 21’s business agenda.
The following types of items may not be listed on Restricted 21: ■        Counterfeit products ■        Items whose copyright you do not own or hold (copyrighted to someone else) ■        Services: Any service that does not yield a new, tangible, physical item ■        Virtual goods and digital goods: items that are not tangible or must be delivered electronically unless consented in writing by Restricted 21 ■        Gift cards, physical or digital ■        Alcohol ■        Tobacco and other smokable products including electronic cigarettes ■        Lighters ■        Dangerous chemicals ■        Piercing gun and tattoo gun ■        Bike and motorcycle helmet ■        Drugs, medical drug claims about an item, drug paraphernalia ■        Live animals, illegal animal products ■        Plant seeds ■        Human remains or body parts (excluding hair and teeth) ■        Pornography or adult/sexually explicit/obscene material ■        Firearms and/or weapons ■        Child car seat, child harness, and recalled toys. ■        Hate crime items or listings that promote, support or glorify hatred toward or otherwise demean people based upon: race, ethnicity, religion, gender, gender identity, disability, or sexual orientation; including items or content that promote organizations with such views
  1. Restricted 21 reserves the right to remove products that have been determined “against the spirit of Restricted 21”. Such products will be removed from the site, and the supplier’s selling privileges may be suspended and/or terminated if so deemed by the company, at its own discretion.
  1. Product Returns; Effect of Remedies; Product Recalls: Restricted 21 may return at Vendor’s expense any Product that (a) is damaged or defective, (b) does not conform to agreed specifications or to samples, (c) is subject to recall, (d) was not ordered in the applicable PO, or (e) does not comply with this Agreement. Title and risk of loss for all products returned under this Agreement will pass to Vendor upon delivery by Restricted 21 to the carrier. Payment of an invoice does not limit Restricted 21’s remedies. Vendor will provide Restricted 21 immediate written notice of any recall. Vendor is responsible for costs Restricted 21 incurs in a recall.
  1. Vendor Defence and Indemnification: Vendor will defend 4.B.DEN 21 LTD, its affiliated companies, and their respective officers, directors, employees, and agents (the “Restricted 21 Parties”) against any claim that arises, directly or indirectly, from: (a) any death of or injury to any person, damage to any property or any other damage or loss due to any defect in or use of any Product; (b) any Product recall; (c) any infringement or misappropriation of any proprietary right by Products, Product Information, Promotional Materials, or other content Vendor provides to Restricted 21; (d) Vendor’s negligence, strict liability or intentional misconduct; (e) Vendor’s breach of this Agreement; or (f) Vendor’s failure to state accurate Product descriptions, adequate warnings, or instructions (individually, a “Claim”, and collectively, the “Claims”). Vendor will indemnify and hold harmless each Restricted 21 Party against any liability, loss, damage, cost or expense (including reasonable attorneys’ fees) incurred by that Restricted 21 Party relating to any Claim, except to the proportional extent the liability is caused by the negligence or intentional misconduct of that Restricted 21 Party as determined by a final, non-appealable order of a court having jurisdiction. Vendor will not consent to the entry of a judgment or settle without the Restricted 21 Parties’ prior written consent, which may not be unreasonably withheld. Vendor will use counsel reasonably satisfactory to the Restricted 21 Parties, and the Restricted 21 Parties will cooperate in the defence at Vendor’s expense. If any Restricted 21 Party reasonably determines that any Claim might have an adverse effect, that Restricted 21 Party may take control of the defence at its expense (without limiting Vendor’s indemnification obligations). Vendor’s obligations under this Section 5 are independent of its other obligations under this Agreement.
  1.          Vendor’s Policies; Assurance: Vendors guarantee not make illegal use of photographs and/or written text without the written consent of the owner in accordance with copyright infringement laws.
Vendors pledge not to use mature, profane or racist language or images in your product listings or seller name. Vendors may not purchase their own products through the Restricted 21 platform. This is considered fraudulent and unethical behavior. Vendors may not use the Restricted 21 brand to promote their own listings. This includes, but is not limited to, your display name and your product listing titles.
  1. Listings: All listings on Restricted 21 should be clear, accurate and detailed. Accurate photos, descriptions and listing information are critical to selling on Restricted 21. Check out Vendor’s instruction video for more information on how a vendor should upload their products:
■        Listing descriptions and photos must accurately describe the item for sale, so users know what is included in the purchase. ■        Vendors must be the copyright holder or licensed to sell the products uploaded. ■        A listing may not be created for the sole purpose of sharing photographs or other information with the community. ■        A listing may not be created solely as an advertisement. This includes notices of sales or promotions in vendor’s shop. ■        Items must not be listed as available for rental or lease. ■        You may group items as a set into a single listing if the items are being sold and shipped together. ■        All listings on Restricted 21 must be for a tangible object. ■        Vendors may not use Restricted 21 to direct shoppers to their own or another online selling venue to purchase the same items as listed in your Restricted 21 shop, as this may constitute fee avoidance. This includes posting links/URLs or providing information sufficient to locate the other online venue(s). Directing Restricted 21 Customers outside of Restricted 21 negates the supplier’s partnership with Restricted 21. ■        If an item listing is removed due to counterfeit, Vendors may not alter that product listing to a new item. ■        A listing must not be conditional upon the purchase of another listing in vendors shop (for example: saying “this item may only be purchased along with another item in my shop” is not allowed). This includes listings for item upgrades, shipping upgrades, and gift-wrapping upgrades. Listings that do not comply with Restricted 21 policies may be removed from or suspended on Restricted 21. Vendors who do not comply with Restricted 21 policies may be subject to review, which can result in suspension of account privileges and/or termination.
  1. Pricing: Vendors will indicate the price of each item when uploading products onto the platform. Restricted 21’s policy is to always try and make sure that the final price is either the target retail price or something very close to it. However, there may be a difference in the price uploaded and the price users see on Restricted 21. Restricted 21 do this to optimize exposure and number of transactions, and will make sure the final checkout price is as close to the retail price as possible.
  1. Shipping: Restricted 21 aim to provide fast and reliable shipping to the customer, as it is critical to customer’s satisfaction. Restricted 21 asks that the vendor fulfills orders in 1-3 days, and ship items using a trusted package delivery company. In order to mark an order as shipped, vendors are required to provide a valid tracking number for the shipment.
Restricted 21 will refund customers automatically if their order is not shipped within 5 days of purchase. Restricted 21 will send multiple alerts to the email address the vendor provided before these orders are automatically refunded.
  1. Limitation of Liability: RESTRICTED 21 IS NOT LIABLE TO VENDOR FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING LOST PROFITS OR OPPORTUNITIES.
  1. Shipping: It is agreed upon and know to both parties that the vendor is solely responsible for managing and paying for transportation of Products to the clients of the Restricted 21 Marketplace. Said vendor will also ensure the shipment if he so chooses or if the client pays for such an option, as Restricted 21 will not get involved in the shipping part of the transaction. Vendor will prepare and submit all documents required to enter those Products into the Consumer’s country, and will pay any additional fees or charges due to insufficient documentation. Vendor will be the importer, at its expense, of any Product shipped and sold by him.
  1. Insurance; Proprietary Products: Vendor will comply with Schedule 1. If the parties agree that Vendor will manufacture Products according to Restricted 21’s designs or specifications, then Vendor will comply with Schedule 3 for such Products.
  1. Confidential Information: Vendor will (a) protect Restricted 21’s information that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill its obligations under this Agreement; and (c) promptly return to Restricted 21 or destroy this information when this Agreement terminates. Section 9 covers all confidential information regardless of when Vendor receives it. Vendor will not use any trademark, service mark, commercial symbol, or other Restricted 21 proprietary right; issue press releases or other publicity relating to Restricted 21 or this Agreement; or refer to Restricted 21 in promotional materials.
  1. Miscellaneous: Either party may terminate this Agreement with 60 days’ prior written notice, subject to Vendor fulfilling all POs it accepts before the effective date of termination. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including representations, warranties, the Product Information and Promotional Materials license, indemnification, insurance, confidentiality, payment obligations, choice of law and jurisdiction, remedies, and guaranties) will survive termination. Any Restricted 21 affiliate may issue a PO under this Agreement, and POs are the separate obligation of the affiliate that issues the PO. Vendor will not assign this Agreement, or any obligation or right (including any right to payment) in the Agreement, without Restricted 21’s prior written consent. This Agreement is governed by the Israeli State law, without reference to any applicable conflict of laws rules or the Convention on Contracts for the International Sale of Goods. Vendor irrevocably consents to exclusive jurisdiction of the district of Tel Aviv-Jaffa, Israel courts for disputes arising out of this Agreement. Restricted 21’s estimates or forecasts are non-binding. Restricted 21 may either withhold and setoff, or demand payment of, any sums Vendor owes to Restricted 21, including any taxes that Restricted 21 is legally required to withhold from amounts Restricted 21 pays to Vendor. Restricted 21 may conduct a reasonable audit of Vendor’s records related to this Agreement. If Vendor does not respond within a reasonable period after receiving an audit claim, Restricted 21 will deduct the claim from Vendor’s next remittance. The parties’ rights and remedies under this Agreement are cumulative. Either party’s failure to enforce any provision will not be a waiver of the party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then that provision will be modified to the extent necessary to make it enforceable, and any invalidity will not affect the remaining provisions. This Agreement incorporates, and Vendor will comply with, the terms, conditions, policies, guidelines, rules and other information (“Program Policies”) that Restricted 21 makes available to Vendor, including any updates to such Program Policies from time to time. To the extent there is a conflict between this Agreement and the Program Policies, the terms of the Agreement will control. Vendor may use standard business forms or other communications (such as invoices, confirmations or shipping documents), but use of these forms is for convenience only and will not alter or supersede the provisions of this Agreement. This Agreement is the entire agreement between Restricted 21 and Vendor for the purchase and sale of Products, and supersedes all prior agreements and discussions.
  1. Revisions; Continued Use: Restricted 21 reserves the right to change any of the terms and conditions contained in this Agreement, including any Program Policies incorporated herein, at any time and in its sole discretion. Any changes will be effective upon the earlier to occur of: (a) emailing the revised terms, conditions or Program Policies, or notice of such changes, to Vendor at Vendor’s e-mail notice address; or (b) posting of the revised terms, conditions or Program Policies on Restricted 21’s website. Vendor is responsible for reviewing any revised terms, conditions, policies, guidelines, and information, and any notices of revisions. VENDOR’S CONTINUED ACCEPTANCE OF PURCHASE ORDERS FOLLOWING RESTRICTED 21’S E-MAILING OR POSTING OF ANY REVISED TERMS, CONDITIONS, OR PROGRAM POLICIES, OR ANY NOTICE OF ANY SUCH REVISIONS, WILL CONSTITUTE VENDOR’S ACCEPTANCE OF THE REVISIONS. IF VENDOR DOES NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, VENDOR MUST NOT CONTINUE TO ACCEPT PURCHASE ORDERS, AND MUST GIVE RESTRICTED 21 NOTICE IN ACCORDANCE WITH SECTION 10 ABOVE.
SCHEDULE 1 INSURANCE
  1. Vendor will obtain and maintain, at its expense, commercial general liability insurance coverage (which must include products liability coverage) of at least $1 million per occurrence and $2 million aggregate. However, if the Products include any Specified Products (as defined below), then the limits of Vendor’s insurance coverage will be at least $1 million per occurrence and $5 million aggregate. Vendor must maintain its insurance coverage for 12 months after the expiration or termination of this Agreement. “Specified Products” means: _______________________________________________________________________________________________________________________________________________________________________________________________________________
  2. Vendor’s required minimum limits of insurance may be satisfied by any combination of primary and excess/umbrella liability insurance policies. Each of these policy coverages shall be primary and non-contributory to any such coverage carried by Restricted 21. Vendor will name “4.B.DEN 21 LTD and its affiliates and their respective officers, directors, employees and agents” as additional insureds on each insurance policy required by this Schedule and will provide Restricted 21 with 30 days’ advance notice of cancellation, significant modification or expiration of each policy.
  3. Within 30 days after the effective date of this Agreement (and at each policy renewal thereafter), Vendor will provide a certificate of insurance for each insurance policy required by this Schedule to Restricted 21’s Risk Management. Restricted 21’s approval of Vendor’s insurance does not relieve Vendor of any obligations, including but not limited to its defence and indemnity obligations, even for claims over Vendor’s policy limits. If Vendor fails to perform any of its obligations in this Schedule, Restricted 21 may withhold payments owed to Vendor until Vendor meets these obligations.
SCHEDULE 2 GUARANTIES Vendor certifies that the statements in this Schedule 2 are true and correct. Schedule 2(a) Vendor guarantees that all textile fiber, fur or wool Products now being sold or which may hereafter be sold or delivered by Restricted 21 are not, and will not be misbranded nor falsely nor deceptively advertised or invoiced under the provisions of the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Wool Products Labeling Act, and the rules and regulations under any of these acts. Vendor acknowledges that furnishing a false guaranty is an unlawful, unfair, and deceptive act or practice pursuant to the Federal Trade Commission Act and certifies that Vendor will actively monitor and ensure compliance with the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Wool Products Labeling Act, and the rules and regulations under any of these acts during the duration of this guaranty.   Schedule 2(b) Vendor guarantees that the pesticide Products comprising each shipment or other delivery made previously or hereafter to or on the order of Restricted 21 are either (a) lawfully registered with the United States Environmental Protection Agency and its equivalent European agencies and compliant with all requirements of the Federal Insecticide, Fungicide, and Rodenticide Act as of the date of such shipment or delivery, or (b) exempt or excluded from the registration requirements of the Federal Insecticide, Fungicide, and Rodenticide Act. SCHEDULE 3 PROPRIETARY PRODUCTS
  1. If the parties agree that Vendor will manufacture Products according to Specifications (“Proprietary Products”), then Vendor and Vendor’s subcontractors will comply with this Schedule; otherwise, this Schedule will not apply. “Specifications” means the specifications, designs, and related documentation that Restricted 21 provides to Vendor or is otherwise accepted by Restricted 21 in writing. When developing and manufacturing Proprietary Products, Vendor will comply with any Restricted 21 social compliance, product quality, product safety and schedule requirements made available by Restricted 21 to Vendor (“Compliance Requirements”). Vendor will not modify the Proprietary Products’ materials, components, or manufacturing processes unless Vendor has submitted the modifications to Restricted 21 and Restricted 21 approves the modifications in writing. Vendor may not rely upon any instructions, directions, or documentation provided by a third party, unless Restricted 21 notifies Vendor in writing that the third party is authorized to provide such instructions, directions, or documentation.
  2. If requested by Restricted 21, Vendor will provide Restricted 21 with samples, if any, of proposed proprietary products. Upon 2 business days’ notice, Restricted 21 will have the right to review and inspect: (a) each of the Proprietary Products, at any stage of their development; (b) Vendor’s production facilities; and (c) any materials or documentation relating to, or incorporated in, the Proprietary Products. At Vendor’s expense, and as requested by Restricted 21 from time to time, Vendor will permit a third party selected by Restricted 21 to audit Vendor’s compliance with any social and safety compliance requirements. Vendor will implement any corrective actions required by Restricted 21.
  3. Before starting full production, Vendor will produce a Restricted 21-designated quantity of finished Proprietary Products. At Restricted 21’s option, Vendor will either conduct laboratory tests and retests to ensure that these Proprietary Products comply with the Specifications and Compliance Requirements or permit a third party designated by Restricted 21 to conduct these tests at Vendor’s expense. The tests must, at a minimum, demonstrate that finished Proprietary Products match the Specifications and Compliance Requirements and, if applicable, any Restricted 21 approved samples in all respects. If any Proprietary Products do not match the Specifications, Vendor will mark these Proprietary Products as defective. Vendor will provide Restricted 21 with all data and documentation related to the tests and inspections, including a detailed, accurate and complete written description of any defect discovered during any tests and inspections. Vendor will advise Restricted 21 about potential remedial actions for defective Proprietary Products. Restricted 21 will determine the remedial actions that Vendor must take to cure defects and ensure that Proprietary Products comply in all respects with the Specifications and Compliance Requirements (including any changes to Specifications and Compliance Requirements resulting from the initial tests set forth above).
  4. Vendor will start full production to fulfill an open PO only after Restricted 21 directs the Vendor to do so in writing. Unless otherwise directed by Restricted 21, each time Vendor ships Proprietary Products to Restricted 21, Vendor will open an Restricted 21-designated number of cartons on a random basis before shipping to Restricted 21 (a) to check Proprietary Products and packaging for compliance with Specifications and (b) to photograph Proprietary Products and carton markings. Vendor will immediately provide Restricted 21 with a written report that includes the number of cartons inspected by Vendor and all data, photos, information and related documentation regarding the inspection.
  5. Restricted 21 reserves all rights in the information and materials, including Specifications, provided to Vendor by Restricted 21 or Restricted 21’s authorized third party. Except as expressly set forth in this Schedule, Restricted 21 does not grant to Vendor any license, right, title or interest in, to, under or with respect to any trade secrets, designs, patents, trademarks, copyrights, inventions, data or any intellectual property held by Restricted 21 (“Restricted 21 Intellectual Property”). Upon Restricted 21’s request, Vendor will provide Restricted 21 with all information and documentation that is known to Vendor relating to Restricted 21 Intellectual Property. Vendor will assist Restricted 21 in any related proceeding or litigation, and will promptly execute and deliver to Restricted 21 or its legal representative any papers, affidavits and declarations and take such other action as Restricted 21 requests to apply for, obtain, maintain and enforce Restricted 21’s rights in the Restricted 21 Intellectual Property.
  6. If Restricted 21 directs Vendor to mark or label Proprietary Products with a trade name, trademark, logo, service mark or design (“Restricted 21 Identification”), Vendor will apply this marking or labeling only on the quantity and in the manner specified. If Restricted 21 directs Vendor to mark Proprietary Products with Restricted 21 Identification, Restricted 21 grants Vendor a non-exclusive, non-transferable, royalty-free, non-assignable and revocable right and license during the term of the Agreement to reproduce and display, without alteration of any kind, the Restricted 21 Identification solely on the Proprietary Products and solely as directed by Restricted 21. Vendor will comply with any trademark guidelines made available by Restricted 21 (as may be updated from time to time), including any trademark guidelines or updates that Restricted 21 posts online. Vendor may not transfer, assign or sublicense these rights or otherwise permit any other party (including a party affiliated with Vendor) to use the Restricted 21 Identification. Vendor will not market, sell or dispose of Proprietary Products that include Restricted 21 Identification (or Proprietary Product components that include Restricted 21 Identification) to anyone other than Restricted 21. If Restricted 21 does not accept delivery of Proprietary Products, Vendor will not dispose of these Proprietary Products without removing labels, or markings and destroying Restricted 21 Identification.
  7. If there is a conflict between the terms of this Schedule 3 and the terms of the Agreement, the terms of this Schedule 3 will control.
  SCHEDULE 4 DIGITAL GOODS AND COURSES When you sign up to become a “Digital Goods Vendor” on the Restricted 21 Marketplace, you agree to abide by these Terms in general and this schedule specifically tailored to you as a digital products vendor. This schedule covers the details about the aspects of the Marketplace relevant to vendors selling digital goods and courses and are incorporated by reference into these Terms of Use, the general terms that govern your use of our Services. Any capitalized terms that aren’t defined in these Terms are defined as specified in the Terms of Use. As vendor, you are contracting directly with Restricted 21 Inc., regardless of whether another  Restricted 21 subsidiary facilitates payments to you.
  1. Vendor’s Obligations
As a vendor, you are responsible for all content that you post, including lectures, quizzes, coding exercises, practice tests, assignments, resources, answers, course landing page content, and announcements (“Submitted Content”).   You represent and warrant that:
  • you will provide and maintain accurate account information;
  • you own or have the necessary licenses, rights, consents, permissions, and authority to authorize Restricted 21 to use your Submitted Content as specified in these Terms and the Terms of Use;
  • your Submitted Content will not infringe or misappropriate any third party’s intellectual property rights;
  • you have the required qualifications, credentials, and expertise (including education, training, knowledge, and skill sets) to teach and offer the services that you offer through your Submitted Content and use of the Services; and
  • you will respond promptly to customers and ensure a quality of service that corresponds with the standards of your industry and instruction services in general.
You warrant that you will not:
  • post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  • post or transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, or any other form of solicitation (commercial or otherwise) through the Services or to any user;
  • use the Services for business other than providing tutoring, teaching, and instructional services to customers;
  • engage in any activity that would require us to obtain licenses from or pay royalties to any third party, including the need to pay royalties for the public performance of a musical work or sound recording;
  • frame or embed the Services (such as to embed a free version of a course) or otherwise circumvent the Services;
  • impersonate another person or gain unauthorized access to another person’s account;
  • interfere with or otherwise prevent other vendors from providing their services or courses; or
  • abuse Restricted 21 resources, including support services.
  1. License to Restricted 21
You grant Restricted 21 the rights detailed in the Terms of Use to offer, market, and otherwise exploit your Submitted Content, and to sublicense it to customers for these purposes directly or through third parties. This includes the right to add captions or otherwise modify content to ensure accessibility. Unless otherwise agreed (including within our Promotions Policy), you have the right to remove all or any portion of your Submitted Content from the Services at any time. Except as otherwise agreed, Restricted 21’s right to sublicense the rights in this section will terminate with respect to new users 60 days after the Submitted Content’s removal. However, (1) rights given to customers before the Submitted Content’s removal will continue in accordance with the terms of those licenses (including any grants of lifetime access) and (2) Restricted 21’s right to use such Submitted Content for marketing purposes shall survive termination. We may record all or any part of your Submitted Content for quality control and for delivering, marketing, promoting, demonstrating, or operating the Services. You grant Restricted 21 permission to use your name, likeness, voice, and image in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, your Submitted Content, or Restricted 21’s content, and you waive any rights of privacy, publicity, or other rights of a similar nature, to the extent permissible under applicable law.
  1. Restricted 21 Polices
3.1 Policies You agree to abide by Restricted 21’s policies, Restricted Topics policy, and other course quality standards or policies prescribed by Restricted 21 from time to time. You should check these policies periodically to ensure that you comply with any updates to them. You understand that your use of the Services is subject to Restricted 21’s approval, which we may grant or deny at our sole discretion. We reserve the right to remove courses, suspend payouts, and/or ban vendors for any reason at any time, without prior notice, including in cases where:
  • a vendor or course does not comply with our policies or legal terms (including the Terms of Use);
  • a course falls below our quality standards or has a negative impact on the customer experience;
  • a vendor engages in behavior that might reflect unfavourably on Restricted 21 or bring Restricted 21 into public disrepute, contempt, scandal, or ridicule;
  • a vendor engages the services of a marketer or other business partner who violates Restricted 21’s policies; or
  • as determined by Restricted 21 in its sole discretion.
3.2 Anti-Piracy Efforts We partner with anti-piracy vendors to help protect your courses from unauthorized use. To enable this protection, you hereby appoint Restricted 21 and our anti-piracy vendors as your agents for the purpose of enforcing copyrights for each of your courses, through notice and takedown processes (under applicable copyright laws for example the Digital Millennium Copyright Act) and for other efforts to enforce those rights. You grant Restricted 21 and our anti-piracy vendors primary authority to file notices on your behalf to enforce your copyright interests.
  1. Pricing
4.1 Price Setting Each vendor of digital goods will be prompted to select a base price (“Base Price”) for the course or digital goods sold. Alternatively, you may choose to offer your course for free. When a customer purchases using a foreign currency, we will convert the relevant Base Price or Promotional Program price into the customer’s applicable currency using a system-wide foreign currency conversion rate set by Restricted 21. You give us permission to share your courses for free with our employees, with selected partners, and in cases where we need to restore access accounts who have previously purchased your courses. You understand that you will not receive compensation in these cases. 4.2 Transaction Taxes If a customer purchases a product or service in a country that requires Restricted 21 to remit national, state, or local sales or use taxes, value added taxes (VAT), or other similar transaction taxes (“Transaction Taxes”), under applicable law, we will collect and remit those Transaction Taxes to the competent tax authorities for those sales. We may increase the sale price at our discretion where we determine that such taxes may be due.
  1. Payments
5.1 Revenue Share When a customer purchases a digital product or course, we calculate the gross amount of the sale as the amount actually received by Restricted 21 from the customer (“Gross Amount”). From this, we subtract any Transaction Taxes and other variables if applicable (“Net Amount”). your revenue share will be 50% of the Net Amount less any applicable deductions, such as customer refunds. If we change this payment rate, we will provide you 30 days notice using prominent means, such as via email or by posting a notice through our Services. Restricted 21 makes all vendor payments in U.S. dollars (USD) regardless of the currency with which the sale was made. We will assume transaction processing fees, excluding foreign currency conversion fees and wiring fees. Your revenue report will show the sales price (in local currency) and your converted revenue amount (in USD). 5.2 Receiving Payments For us to pay you in a timely manner, you must own a PayPal account in good standing and must keep us informed of the correct email associated with your account. You must also provide any identifying information or tax documentation (such as a W-9 or W-8) necessary for payment of amounts due, and you agree that we have the right to withhold appropriate taxes from your payments. We reserve the right to withhold payments or impose other penalties if we do not receive proper identifying information or tax documentation from you. You understand and agree that you are ultimately responsible for any taxes on your income. Depending on the applicable revenue share model, payment will be made within 30 days of the end of the month in which (a) we receive the fee for a course or (b) the relevant course consumption occurred. As a vendor, you are responsible for determining whether you are eligible to be paid by Restricted 21 or not. We reserve the right not to pay out funds in the event of identified fraud, violations of intellectual property rights, or other violations of the law. If we cannot settle funds into your payment account after the period of time set forth by your state, country, or other government authority in its unclaimed property laws, we may process the funds due to you in accordance with our legal obligations, including by submitting those funds to the appropriate government authority as required by law. 5.3 Refunds You acknowledge and agree that customers have the right to receive a refund, as detailed in the Terms of Use. Vendors will not receive any revenue from transactions for which a refund has been granted under the Terms of Use. If a customer asks for a refund after we have paid the relevant vendor payment, we reserve the right to either (1) deduct the amount of the refund from the next payment sent to the vendor or (2) where no further payments are due to the vendor or the payments are insufficient to cover the refunded amounts, require the vendor to refund any amounts refunded to customers for the vendor’s goods and courses.
  1. Trademarks
While you are a published vendor and subject to the requirements below, you may use our trademarks where we authorize you to do so. You must:
  • only use the images of our trademarks that we make available to you;
  • immediately comply if we request that you discontinue use.
You must not:
  • use our trademarks in a misleading or disparaging way;
  • use our trademarks in a way that implies that we endorse, sponsor, or approve of your courses or services;
  • use our trademarks in a way that violates applicable law or in connection with an obscene, indecent, or unlawful topic or material.
  1. 7. Miscellaneous Legal Terms
7.1 Updating These Terms From time to time, we may update these Terms to clarify our practices or to reflect new or different practices (such as when we add new features), and Restricted 21 reserves the right in its sole discretion to modify and/or make changes to these Terms at any time. If we make any material change, we will notify you using prominent means such as by email notice sent to the email address specified in your account or by posting a notice through our Services. Modifications will become effective on the day they are posted unless stated otherwise. Your continued use of our Services after changes become effective shall mean that you accept those changes. Any revised Terms shall supersede all previous Terms. 7.2 Translations Any version of these Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict. 7.3 Relationship Between Us You and we agree that no joint venture, partnership, employment, contractor, or agency relationship exists between us.
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Due to the coronavirus circumstances, some of our delivery promises may be longer than usual.