Sign Up for your Nexternal eCommerce Store

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Company Info

Full Company Name:
Display Company Name:
Abbreviated Company Name:	Max 10 characters, no spaces, must not begin with "my" or "bus". Your store will temporarily reside at http://www.nexternal.com/AbbreviatedCompanyName.
Home Page URL:
Customer Service Phone:
Customer Service E-Mail:
Primary Contact

First Name:		Last Name:
Phone Number:		Phone Ext: (optional)
E-Mail Address:		Fax Number: (optional)
Create a Password:	Minimum 8 characters. Include 1 letter, 1 non-letter. Exclude your name, email address, and company name.	Password: Re-type to confirm
Billing Contact

Billing Contact Same as primary
First Name:		Last Name:
Phone Number:		Phone Ext: (optional)
E-Mail Address:		Fax Number: (optional)

Street Address:
City:		State/Province:
Zip/Postal Code:		Country:
Payment Info

Electronic -- Your credit card is billed monthly, invoices are sent via email, no invoicing fee applies.
Credit Card Type:		Credit Card Number:	No spaces or dashes please
Expiration Date:
Name and Address on credit card statement:
Same as billing contact:
First Name:		Last Name:
Street Address:
City:		State/Province:
Zip/Postal Code:		Country:
Our Terms of Use

  1. NSI Product.  Subject to the terms and conditions described herein, NSI shall provide to Client a web-based electronic commerce application (the "Product") that will permit Client to display and sell products online. Notwithstanding NSI's right to make upgrades and changes to the Product at its sole discretion, Client agrees to accept the Product "as is", and no section of this Agreement shall be contingent upon any upgrade or change to the Product.  Furthermore, notwithstanding NSI's support obligations of Section 6, Client is responsible for understanding the features, capabilities, and limitations of the Product, and no section of this Agreement shall be contingent upon Client's understanding of the Product, or lack thereof.  All software and hardware comprising the Product shall be provided by NSI at a location of its choice.  The Product is deemed created on the date this Agreement is accepted by Client.

  2. Pricing.  In exchange for provision of the Product (and subject to the terms of Section 11), Client agrees to pay to NSI the following fees:

Store Design Setup Fee:  $1,500.00

Onboarding Training Fee: $1,000.00

 The Store Design Setup Fee, payable immediately upon Product creation by NSI, includes Product creation and an optional store/web site synchronization service (the option belonging to Client).  The store/web site synchronization service consists of a one-time attempt (in good faith and subject to the capabilities and limitations of the Product) by NSI and/or its subcontractors to cosmetically match the online store component of the Product to Client's preexisting web site.  The store/web site synchronization service shall not be construed as to include an obligation on the part of NSI to add other data to the Product, including, but not limited to, Client's merchandise catalog and customer list, which are the sole responsibility of Client as detailed in Section 9.  NSI reserves the right to withhold the store/web site synchronization service until Client has remitted payment for said Set Up Fee. 

The Onboarding Training Fee, also payable immediately upon Product creation by NSI, includes standard training by an NSI Account Manager regarding set up and use of various Product settings, features and functions that relate to your business, including product catalog creation and management, shipping and tax configuration, customer list set up and management, reporting, and various marketing features.

Monthly Fee:

The Monthly Fee will be calculated based on both the Net Monthly Store Sales and Net Monthly OMS Sales which are defined as follows:

Net Monthly Store Sales is defined as all proceeds from Sales (defined below), not including sales tax and shipping/handling costs, charged by Client to purchasers in a given calendar month for Sales by Client of merchandise through transactions initiated in the front end web store portion of the Product, the front-end mobile store portion of the Product or landing in the back office Order Management System (OMS) of the Product through NSI's Amazon Marketplace integration, or via any other means, except OMS Sales.

Net Monthly OMS Sales includes all proceeds from Sales, not including sales tax and shipping/handling costs, charged by Client to purchasers in a given calendar month for Sales of merchandise through transactions initiated through the OMS portion of the Product (i.e. as a result of telephone or facsimile orders, bulk club or other orders, etc.) or generated in the OMS through other means such as through point of sale integrations, or other (non-Amazon) third-party system integrations using NSI's API ("OMS Orders"). 

Client agrees to pay NSI a monthly fee based on its Net Monthly Store Sales plus its Net Monthly OMS Sales, subject to a $300.00 overall monthly minimum charge*:  All Net Monthly Store Sales will be charged as follows:

$0-$50,000 --- 3.0%
$50,000-$100,000 --- 2.0%
$100,000-$500,000 --- 1.0%
over $500,000 --- 0.5%

All Net Monthly OMS Sales will be charged at 1%.

* The $300.00 monthly minimum charge shall apply only after the first 15 days of use of the Product and will be prorated accordingly.

Examples:
If Net Monthly Store Sales = $110,000 and the Net Monthly OMS Sales for the same month = $1,000, then the NSI fee is (1.0% *$110,000) + (1%  * $1,000) = $1100 + $10 = $1,110.

If Net Monthly Store Sales = $2000 and the Net Monthly OMS Sales for the same month = $60,000, then the NSI fee is (3% * $2,000) + (1%  * $60,000) = $60 + $600 = $660.

If Net Monthly Store Sales = $7000, and the Net Monthly OMS Sales for the same month = $1000, then the NSI fee is (3% * $7,000) + (1%  * $1000) = $210 + $10 = $220. Since that is less than the monthly minimum, the charge for that month would be $300.00.

Notwithstanding the above, all subscription orders fall into the category (Net Monthly Store Sales vs. Net Monthly OMS Sales) in which the original subscription order was conceived. For example, if a subscription order was placed in the OMS as the result of a phone order, the original order and all subsequent orders on this subscription will be charged at 1% as OMS Sales. If a subscription order is placed by a customer in Client's web store, mobile store, or through NSI's Amazon marketplace integration, for example, the original order plus all subsequent orders on this subscription will be charged at the same monthly rate as all other Monthly Store Sales for the respective months in which the orders are placed.

Client shall pay no fees on orders captured and stored without use of the Product, and is not required to report such orders to NSI.

A "Sale" is deemed completed when an order is marked as "Shipped" or "Sent". NSI reserves the right to include in Net Monthly Sales and Net Monthly OMS Sales all orders that remain outstanding (i.e. not marked shipped or sent) more than 60 days past the date on which the order was placed or on which it landed in the OMS through other means.

All merchandise returned by consumers or other purchasers after such merchandise has been shipped or otherwise delivered is the sole responsibility of Client and no credit is given for fees previously earned by NSI on such sales.

No fee due NSI shall be contingent upon Client's utilization of the Product or on NSI's provision of the store/web site synchronization service.  All fees are non-refundable.

  3. Payment Terms.  Client may elect to pay via automated credit card payment or by check.  Should Client elect to pay by check, NSI shall mail paper invoices to Client.  Should Client elect automated credit card payment, Client's credit card shall be charged immediately upon the creation of any invoice, which shall be sent via electronic mail to an address provided by Client.  Should Client be located outside of the United States, Client shall not have the aforementioned payment option and shall be required to choose automated credit card payment.

With respect to the Store Design Setup Fee described in Section 2, NSI shall issue an invoice to Client within two (2) business days of Product creation, and the invoice shall be due and payable within thirty (30) days of Product creation.  Shall the invoice remain unpaid past the due date, NSI shall have the option to apply the provisions contained in Section 11.

With respect to all other fees, NSI shall issue an invoice to Client by the second business day of each month, and the invoice shall be due and payable by the final day of the month.  Should Client elect to pay by check, each such invoice shall include a $10 invoicing fee.  In addition to the application of the provisions contained in Section 11, all such invoices remaining unpaid past the due date shall bear interest at the rate of 1.5% per month, accruing from the date the invoice is issued.

In the event that Client elects automated credit card payment and NSI is unable to bill the credit card provided for the amount due of a given invoice (i.e. the credit card is declined), NSI shall notify Client via electronic mail.  Should Client fail to rectify the problem in a timely manner, NSI reserves the right to override Client's election of automated credit card payment, and Client shall pay by check, subject to the terms outlined in this Section. 

  4. Term of Agreement.  Notwithstanding the provisions of Sections 11 and 14, this Agreement shall continue indefinitely until it is terminated by either or both parties.  This Agreement may be terminated, without cause, at any time by NSI upon sixty (60) days' written notice to Client.  Client may terminate this Agreement at any time by executing NSI's Account Termination Agreement, to be provided by NSI to Client upon request.  Notwithstanding the termination of this Agreement by either party, all fees earned by NSI pursuant to this Agreement shall remain due and payable by Client through the date of termination.

  5. Client Records Retention.  At its sole option, NSI shall be permitted to purge or otherwise destroy any Client order information that is more than two (2) years old (measured from the date each such order was placed).  Should Client desire NSI to retain its order information for a longer duration, separate arrangement must be made and additional charges may apply.  NSI shall provide Client with notice should it decide to purge client order information.

  6. Support.  NSI has designed the Product to require minimal support of Client personnel to operate, maintain, and modify the Product. Should Client personnel require assistance in regards to the Product, they may pose such questions via the electronic help desk in the Product or by calling an NSI representative for telephone support.

  7. Proprietary Intellectual Property.  Client acknowledges and agrees that all of the ideas, specifications, design, and source code (the "Proprietary Intellectual Property") utilized by NSI in providing the Product to Client belongs solely and exclusively to NSI.  The Proprietary Intellectual Property includes, but is not limited to, the database model, structure and relations, the HTML, ASP, and JavaScript source code (including computer code implemented in other languages), and the interfaces between each of the modules contained in the Product.

  8. Security of Transactions.  NSI has made a substantial effort (and will continue to make such efforts) to provide Client with a Product that will maintain Client's data integrity and privacy as well as the privacy and other rights of Client's consumers and other purchasers by, among other things, using Secure Socket Layer technology.  NSI is responsible for the security of Cardholder Information in compliance with the PCI DSS that NSI possesses, controls or otherwise stores, processes or transmits on behalf of Client using the Product.   "CARDHOLDER INFORMATION" MEANS individual numbers used to identify credit and debit card accounts and other personally identifiable information relating to the use of such credit and debit card accounts to purchase Client products using the Products. "PCI DSS" means the Payment Card Industry Data Security Standard promulgated by the PCI Security Standards Council.

Client acknowledges that conducting business on the internet through use of the Product poses certain security risks, known and unknown, that are beyond the control of NSI.  Client acknowledges and agrees to hold NSI harmless from and against any and all liability occasioned by the criminal or other tortuous actions of third parties against Client, NSI, the Product, or the data maintained by the Product.

  9. Client Representations:  Client warrants, at all times during the performance of this Agreement, that:
  a. Client is solely responsible for the content of the merchandise catalog, customer list, and order information, including any input errors in introducing any data to the Product;
  b. All merchandise sold by using the Product is the legal property of Client, does not infringe upon the intellectual property or other rights of any third party, and is legal to sell to each customer and in each jurisdiction in which such merchandise is sold or delivered;
  c. All fonts used on Client's website are being used pursuant to a valid paid subscription or other written permission if required by law. Such font use does not infringe upon the intellectual property or other rights of any third party, and Client has the right to grant permission to NSI to use all such fonts on its servers as a part of a site sync for Client (such permission to be granted by implication when Client presents a site for sync that contains fonts which require third-party permission for use);
  d. Client is solely responsible for determining the applicability of state and local sales taxes, tariffs, and import/export fees to each sales transaction;
  e. Client will, at all times, accurately track the status of all orders with the Product, and mark as shipped all merchandise actually shipped to, delivered to, or otherwise received by a purchaser within two (2) business days of the date of shipment, delivery, or receipt (whichever is earlier); 
  f. Client will, at all times, comply with all applicable laws and regulations with respect to its activities under this agreement including without limitation the sale of its products and services using the Product; and
  g. Client will, at all times, obtain and maintain all necessary licenses, consents, and permissions necessary for Client, its contractors and agents to perform their obligations under this agreement or required to conduct its business activities, including without limitation the sale and distribution of its products and processing of related transactions utilizing the Product.

Client agrees to indemnify and save/hold NSI harmless from and against any and all losses, damages, costs, claims, attorney fees and liabilities of whatever nature resulting from or arising out of or in connection with Client's breach of any of the warranties set forth in this Section 9.

  10.  Limitation of Liability.  NSI has made a substantial effort (and will continue to make such efforts) to provide a stable, functioning Product for use by Client.  Despite NSI's efforts, certain disruptions in the provision of the Product to Client may occur due to third party acts, hardware or software failure, or acts of God.  Client agrees to indemnify and save/hold NSI harmless from and against any and all losses, damages, costs, claims, attorney fees and liabilities of whatever nature, and specifically including lost profits, resulting from or arising out of or in connection with the performance or nonperformance of any obligation of NSI, including the Product.  It is understood that this indemnity provision will apply even if such indemnified claims were caused in whole or in part by any act, omission, negligence, or product defect (arising from negligence) of any type occasioned by NSI or any third party.  It is the intention of Client and NSI that this indemnity shall survive the execution of this Agreement and shall not require payment as condition precedent to recovery.

  11. Default. An Event of Default is defined as the occurrence of one or more of the following:  (a) Client fails to pay the Store Design Setup Fee described in Section 2 within thirty (30) days of the due date, (b) Client fails to pay any other fee due NSI within sixty (60) days of the due date, (c) Client breaches the terms and/or conditions of the Agreement, (d) Client expresses a clear and unambiguous intent to violate the terms and/or conditions of this Agreement (including, but not limited to, an express refusal to pay any fee due NSI under this Agreement) or otherwise exhibits bad faith with respect to this Agreement, (e) it is determined by NSI or Client that the person who accepted the agreement on behalf of Client was not authorized to do so as outlined in Section 17, or (f) Client becomes a debtor in a bankruptcy proceeding or has all or substantially all of its assets seized by creditors.  Should an Event of Default occur, NSI, at its sole option, may immediately terminate this Agreement, with cause, and may opt to turn Client debt over to a collection agency if permitted by law.

NSI reserves the right to limit Client's access to the Product or take other reasonable measures to collect payment should any fee due NSI remain unpaid past the due date, even if an Event of Default has not occurred.

  12. Enforcement of Agreement. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to its conflict of law principles.  Should either party hereto, or any heir, personal representative or assign of either party hereto, resort to legal proceedings in connection with either this Agreement or in any other manner concerning NSI's relationship with Client, the party prevailing in such legal proceedings shall be entitled, in addition to such other relief as may be granted, to recover its reasonable attorney's fees and costs.  Additionally, Jurisdiction and venue shall be solely in the State or Federal Courts situated in the Courts of San Diego County or the Southern District of California.  By this Agreement, Client expressly consents to personal jurisdiction in said courts.

  13. Entire Agreement.  Notwithstanding the provisions of Section 14, this Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.  If any terms, provisions, covenants or conditions of this Agreement, or the application thereof to any person, place or circumstance, shall be deemed to be invalid, unenforceable or void, the remainder of this Agreement and such terms, provisions, covenants or conditions as applied to other persons, places and circumstances shall remain in full force and effect.

  14. Amendments.  NSI retains the sole right to issue Amendments to this Agreement upon thirty (30) days' written notice to Client.  Such Amendments shall become  part of this Agreement, in full force and effect. upon expiration of the thirty (30) day notice period.

  15. Confidential Information.  NSI hereby acknowledges that it may receive confidential or proprietary information of Client, including, without limitation, information relating to Consumers, sales, pricing, advertising, business information (sales and marketing research, materials, plans and the like) and other information obtained from or relating to Client or Consumers ("Confidential Information").  Confidential Information does not, however, include:  (i) information already known or independently developed by NSI; (ii) information in the public domain through no wrongful act of NSI; or (iii) information received by NSI from a third party other than Client who was free to disclose such information.  NSI hereby agrees that during the term of this Agreement and at all times thereafter it shall maintain such Confidential information in confidence and shall not use, commercialize, publish, transfer, report or disclose such Confidential Information to any person or entity, except: (i) as required by law; (ii) to its own employees having a "need to know" (and who are themselves bound by similar nondisclosure restrictions); and (iii) to such other recipients as Client may approve in writing; provided that all such other recipients shall have first executed a confidentiality Agreement in a form acceptable to Client.  NSI shall use at least the same degree of care in safeguarding Client's Confidential Information as it uses in safeguarding its own confidential information.

  16. Spamming:  NSI has designed the Product to provide various means for Client to send electronic mail messages.  Client warrants, at all times, that it will not utilize Product to engage in abusive tactics or unethical behavior with regard to electronic mail ("Spamming"), including, but not limited to, the following types of conduct:  
 a.  transmitting data in any manner that violates a State or Federal law, rule, or regulation against Spamming or other prohibited communications, regardless of how such law defines Spamming or other such prohibited activity;
b. sending electronic mail messages that threaten harm to person or property, or which result in harassment of the recipient; 
c. sending electronic mail messages to recipients who did not voluntarily provide an electronic mail address to Client;
d. falsifying or forging electronic mail header information.

  17. Authorized Representative. The person accepting this agreement attests that he or she is authorized to do so on behalf of Client.  Should it be determined that he/she has accepted the agreement without authorization, he/she shall be personally liable for any and all outstanding fees detailed in Section 2, and such determination shall be considered an Event of Default as defined in Section 11.
I have read the Terms of Use above and agree that my company and my client will abide by them. I understand that agreeing to the Terms commits my client to paying the fees outlined in Section 2 (Pricing) of the Terms. I further attest that I am authorized to make such a commitment on behalf of my client.
Your First Name:		Your Last Name:
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