1. Appointment.
IFD hereby appoints you as an authorized dealer of IFD's products. This appointment is non-exclusive, and IFD reserves the right to appoint other dealers to also sell IFD’s products. You shall only market by the means authorized to you by IFD (online or physical).
2. Specific Sales Profile (SSP)
2.1 Definition and Purpose.
The Specific Sales Profile (SSP) is a personalized data set linked to each account within the IFD system. The SSP includes but is not limited to, specific pricing, MAP pricing, discounts, terms, and other conditions tailored to the unique characteristics of each account.
2.2 Issuance and Communication.
Upon the successful registration of your account, you will receive a document containing detailed information about your SSP. This document will outline the specific terms, conditions, and pricing applicable to your account.
2.3 Modifications and Updates.
IFD reserves the right to modify, update, or revise the SSP for any account at any time, at its sole discretion. Any changes to the SSP will be communicated to the account holder, and such modifications will take effect immediately upon notification unless stated otherwise. You acknowledge and agree to the creation of your SSP and its terms.3. Purchase Orders; Pricing; Credit.
3.1 Purchase Orders.
You shall order products in accordance with the terms set in this agreement and also with the SSP. Orders for the purchase of Products (“Purchase Orders”) must be submitted to IFD. Each Purchase Order shall specify (i) the quantity of Products being ordered, (ii) Product prices, (iii) Payment terms granted by IFD, and (iv) Receipt date. Receipt dates must be during the term of the Agreement, except you may request, and IFD may elect to accept, a Purchase Order with a requested receipt date after the expiration or termination of this Agreement, in which case the terms and conditions of this Agreement shall apply to such shipment, but under no circumstances should such shipment be deemed to be or construed as being a renewal or extension of this Agreement. IFD assumes no liability for any delay in filling or shipping any Purchase Orders.
2.2 No Conflicting Terms.
The Parties agree that the terms of this Agreement shall prevail over any conflicting terms and conditions in any Purchase Order or any other instrument or document provided by you. Any additional or different terms or conditions in any Purchase Order or other instrument or response from you shall be deemed objected to by IFD without the need of any further or additional notice of objection, and such additional or different term shall be of no effect or in any way binding upon IFD.
2.3 Acceptance of Purchase Order by IFD.
Purchase Orders are subject to written acceptance by an authorized representative of IFD. IFD reserves the unconditional right to reject any Purchase Order, in whole or in part, for any reason. Purchase Orders submitted by you shall not be binding on IFD until written acceptance by IFD or shipment, and acceptance by shipment shall only be binding as to the portion of the Purchase Order actually shipped by IFD. Notwithstanding the foregoing, IFD reserves the right to refuse, cancel, or delay any Purchase Order you place and accepted by IFD when you are delinquent in payments or when you have failed to perform any of its obligations under this Agreement.
2.4 Invoices and Payment Terms.
IFD shall send you invoices via email for each shipment of Products. Unless otherwise stated in a separate document, Invoices are due and payable within thirty (30) days from the date of invoice. Payments due hereunder must be made as established in the PO. You have no right to offset or withhold under this Agreement. Any amounts you have not paid when due to IFD shall be subject to interest charges from the date due until paid at the rate of 1.5% per month. If any amounts due to IFD, for any reason, become past due, IFD may, at its option and without further notice, withhold further shipment of Products until all invoices have been paid in full.
2.5 Credit Terms.
IFD may, but shall not be obligated to, grant credit terms to you. In the event IFD does grant you credit terms, IFD reserves the right, in its sole discretion and without prior notice, to deny, change, or limit the amount or duration of the credit, either generally or with respect to a particular Purchase Order. Any changes to credit terms and/or any withholding or delay of shipment of Products by IFD resulting from such changes or credit limitations will not be construed as a cancellation or breach of this Agreement by IFD. You agree to provide IFD with financial statements and other evidence of corporate and financial standing as IFD may reasonably request from time to time during the term of this Agreement to evaluate your credit risk.
2.6 Prices; Price Reductions.
IFD will establish prices for Products and shall at all times have the right, which may be exercised in its sole discretion, to increase or decrease the prices of its Products. Such price, as well as the increases and decreases, can be consulted in the SSP and shall apply to all Purchase Orders submitted after notice of increase or decrease has been provided and those Purchase Orders which have already been submitted but have not yet been accepted by IFD. Prices do not include, and IFD shall not be responsible for, the cost of freight, insurance, or any required federal, state, or local sales or other taxes, duties, export or custom charges, VAT charges, brokerage, or other fees.
2.7 Past Due Amounts.
If any amount you owe to IFD, for any reason, becomes past due, IFD may, at its option and without further notice, withhold further shipments or deliveries to you until all invoices are paid in full. If any indebtedness shall be more than fifteen (15) days past due, in addition to those additional remedies set forth in this Agreement, IFD may at its election terminate this Agreement upon ten (10) days written notice, and all sums owed by you shall become immediately due and payable regardless of the payment terms set forth elsewhere in this Agreement.
2.8 Taxes.
You are responsible for any national, state, or local sales, use, value-added, or other tax, tariff, duty, or assessment levied or imposed by the United States or any foreign governmental authority arising out of or related to any of the transactions contemplated by this Agreement, other than taxes based upon IFD’s income. You must pay directly or reimburse IFD for the amount of such sales, use, value-added or other tax, tariff, duty, or assessment which IFD is at any time obligated to pay or collect.
2.9 Past Audit Claims.
You shall, at IFD's request, provide full and complete records that fully support any discrepancies you may claim exist between any amounts IFD claims are due and the amounts you claim are owed to or are due from IFD. Any claim of discrepancies you raise shall be waived if such claim is not made within six months from the date of the invoice on which the claim is based.3. Shipments of Products.
3.1 Shipment Terms.
Shipments are made on a Freight collection under the conditions set forth in the Purchase Order. However, under no circumstances does IFD warrant the loss or damages resulting from the handling of freight companies delivering our product.
3.2 Acceptance of Shipments.
You have ten (10) days from the date of arrival of the shipment of the Products to the shipping location designated in the Purchase Order to inspect the Products and notify IFD of any discrepancies with respect to shipments of Purchase Orders, including, but not limited to any discrepancies in the quantity or quality of the Products. Notices of any discrepancies shall be in writing and provided to IFD via email and directed to servicecenter@int-furndirect.com.3.3 Reports.
All reports of legitimate factory defects must be issued with the following:
- Complete the IFD SKU number.
- Order number or invoice number or customer Purchase Order.
- Clear photograph of the defect.
- Photograph of the whole item.
- Photograph of the label with QR code attached to the piece.
3.4 Shipment programs.
Quick ship warehouse programs: Orders are shipped on a Freight Collect basis from any of our three U.S. Warehouse locations (Atlanta, GA; Chicago, IL; Houston, TX; Phoenix, AZ). A shipping warehouse will be previously assigned to you in the SSP. Freight cost is based on the size of the order. The freight contract is always between you and the Carrier. IFD has negotiated freight rates with furniture-only carriers, but we are able to accommodate pick-ups with your preferred Freight Carrier (if it is a furniture-specialized carrier.) IFD will not ship merchandise via Small Parcels.4. Warranty
4.1 Warranty applicability.
IFD warrants that all its products will be free from MANUFACTURING DEFECTS and will either give credit or replace defective parts for a period of up to one (1) year from IFD’s INVOICE DATE.
4.2 Exceptions.
This warranty doesn’t extend to loss or damages resulting from the handling of freight companies delivering our product to our customers - nor to damages occurring while in the hands of our customers or end consumers. Under no circumstance, the warranty should apply to:- • Any product modifications by you, the consumer, or other parties not authorized by IFD.
- • Sales of Discounted Floor Samples, Closeouts, Discontinued products, or “AS IS” products.
- • Minor variations or differences between floor samples or printed illustrations and the furniture delivered.
- • Warranty covers only products for residential use only. It does not cover commercial, rental, or industrial use. Furniture is for indoor use only.
- • Dissatisfaction due to buyer’s remorse
- • Normal wear and tear.
- • Transportation, assembling, maintenance, or accidental damage.
THE LIMITED WARRANTY REFERRED TO IN THIS SECTION IS THE ONLY WARRANTY, EXPRESS OR IMPLIED, THAT IFD MAKES WITH RESPECT TO THE PRODUCTS. IFD SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5. MAP Pricing
5.1 MAP Pricing.
There is a minimum advertised pricing for our products. Through your relationship with us, you are required to respect the MAP pricing. The map pricing is specifically tailored to the characteristics of every client. You can consult your MAP pricing in your SSP.
5.2 MAP Enforcement.
In case you commit a MAP pricing violation, you will be subject to sanctions.- • 1st MAP violation: First Warning.
- • 2nd MAP violation: Second Warning plus shipments will be held until MAP is adjusted on your website.
- • 3rd MAP violation: Third Warning. ACCOUNT WILL BE CLOSED. The remaining open orders will be shipped, but IFD will not enter new orders. Accounts with previous MAP violations will not be re-opened.
5.3 Sales through third parties.
You are not authorized to offer our product on any third-party websites. Violations of this policy will be penalized in the following way:- • 1st Sales 3rd Party violation: First Warning.
- • 2nd Sales 3rd Party violation: Second Warning plus shipments will be held until IFD product is taken off Third Party Website
- • 3rd Sales 3rd Party violation: Third Warning. ACCOUNT WILL BE CLOSED. The remaining open orders will be shipped, but IFD will not enter new orders. Accounts with previous violations will not be re-opened.
6. Intellectual Property Rights.
6.1 IFD's Intellectual Property.
Subject to the terms of this Agreement, during the term of this Agreement, IFD hereby grants you a revocable, non-transferable, non-exclusive, limited LICENSE to use IFD's logos, trademarks, and trade names (“Supplier Marks”), solely in connection with the marketing, advertisement, and sale of the Products in the authorized Territory designated in your SSP. Such license shall immediately terminate upon the expiration or termination of this Agreement. You shall strictly comply with all standards of use for the IFD Marks and must at all times display appropriate trademark and copyright notices as instructed by IFD. All media advertising, printed materials, and electronic documents in which IFD’s Mark is used must be submitted to IFD for review in advance and must not be distributed or used in any manner without the prior written approval of IFD. You acknowledge and agree that IFD’s Marks and other intellectual property provided to you by IFD, if any, are the sole and exclusive property of IFD. You shall not acquire any right, title, or interest under this Agreement in any patent, copyright, IFD’s Mark, or other intellectual property right of any kind of IFD. No implied license, patent, copyright, or other intellectual property right of IFD is granted under this Agreement or otherwise. During the term of this Agreement and thereafter, you shall not do anything that will in any manner infringe, impeach, dilute, or lessen the value of the IFD’s Marks, patents, copyrights, or other intellectual property of IFD or the goodwill associated therewith or that will tend to prejudice the reputation of the IFD or the sale of any products.
6.2 Additional conditions on the license.
IFD grants you the right to use images solely for the products you have purchased. Unauthorized use of any other images is strictly prohibited. The license provided is exclusively for the purpose of marketing these products. Once the products are sold or this agreement is terminated, you must cease using the licensed material immediately. You are not permitted to retain, distribute, or derive any profit from the licensed material after its intended purpose has been fulfilled7. Confidential Information.
7.1 Confidential Information.
During the term of this Agreement, you may receive confidential information from IFD. “Confidential Information” shall mean (i) information relating to IFD and its affiliates, products, or business, including, but not limited to, the business plans, financial records, customers, suppliers, products, product samples, strategies, inventions, procedures, sales aids or literature, technical advice or knowledge, contractual agreements, pricing, price lists, Product white paper, and know-how or other intellectual property, that may be at any time furnished, communicated or delivered by IFD to you, whether in oral, tangible, electronic or other form and (ii) all other non-public information provided by IFD to you, but not limited, to financial, technical and business information, and all non-promotional materials furnished by IFD.
7.2 Exceptions.
You have no obligation to preserve the confidential nature of any Confidential Information that (a) you can demonstrate by competent evidence was rightfully in your possession before receipt from IFD; (b) is or becomes a matter of public knowledge without it being your fault; (c) you rightfully received it from a third party without a duty of confidentiality; or (d) you disclosed it with IFD's prior written approval. In the event you are requested in any legal action or proceeding to disclose any Confidential Information, you shall, unless prohibited by applicable law, give IFD prompt notice of such request and shall reasonably assist IFD in its efforts to obtain an appropriate protective order.
7.3 Use of Confidential Information; Standard of Care.
You shall maintain the Confidential Information in confidence and disclose it only to your employees who need to know such information to fulfill the business affairs and transactions between the Parties contemplated by this Agreement. These employees must be under binding confidentiality obligations that are no less restrictive than those outlined in this Agreement. You remain responsible for any breaches of this Agreement arising from the acts of your employees. You shall protect the Confidential Information by using the same degree of care as you use to protect your own information of a similar nature, but no less than a reasonable degree of care, to prevent unauthorized use, disclosure, dissemination, or publication of the Confidential Information. You agree not to use IFD's Confidential Information for your own purposes or for the benefit of any third party without prior written approval from IFD. If you become aware of any improper use or disclosure of Confidential Information, you shall immediately notify IFD and take all available measures to prevent any further misuse or improper disclosure of the Confidential Information. Upon request by IFD at any time, or upon the expiration or earlier termination of this Agreement, you shall promptly return or certify the destruction of all copies of Confidential Information.
7.4 Equitable Relief.
You hereby agree and acknowledge that any breach or threatened breach of this Agreement regarding the treatment of the Confidential Information will result in irreparable harm to IFD, for which there may be no adequate remedy at law. In addition to other remedies provided by law or at equity, in such event, IFD shall be entitled to injunction relief, without the necessity of posting a bond and without having to establish any actual damages, to prevent any breach or further breach of this Agreement by you.8. Indemnification.
8.1 Your indemnification obligations to IFD.
You hereby agree to defend, indemnify and hold harmless IFD, its affiliates, and their respective officers, directors, employees, and agents from and against any and all Claims (i) arising out of the acts or omissions of you, your employees, agents or representatives with respect to your performance of this Agreement, (ii) arising out of the alteration or modification of the Products or IFD Marks by you or your employees, agents or representatives or the use of the Products or IFD Marks in combination with any other products or marks, or (iii) alleging that your marks infringe or otherwise violate the intellectual property rights of a third party. IFD shall also have the right to participate in the defense of any such action and have the right to hire its own legal counsel at IFD's expense
8.2. Limitation of Liability; Actions.
In no event shall IFD be liable to you under this agreement for any incidental, consequential, indirect, statutory, special, or punitive damages, including, but not limited to, lost profits, loss of use, loss of time, inconvenience, loss business opportunities, damage to goodwill or reputation, or loss of data, regardless of whether such liability is based on breach of contract, tort, strict liability or otherwise, and even if advised of the possibility of such damages or such damages could have been reasonably foreseen. No action shall be brought for any claim relating to or arising out of this agreement more than one (1) year after the accrual of such cause of action, except for money due on an open account.
8.3. Term.
This Agreement shall commence on the Effective Date you accepted it and shall continue in full force and effect for one (1) year unless terminated earlier as provided in this Agreement. The Agreement shall automatically be extended continuously for indefinite periods of one year unless either Party provides written notice to terminate at least ninety (90) days prior to the expiration of the Initial Term or any renewal term.9. Termination.
9.1 Termination for Breach.
IFD may terminate this Agreement at any time in the event of a material breach by you that remains uncured after (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach, thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period without further notice or action by IFD. Termination shall be in addition to any other remedies that may be available.
9.2 Termination for Financial Insecurity.
Either Party may terminate this Agreement and any outstanding Purchase Orders (to the extent Products have not already been delivered to the carrier for shipment) immediately at its option upon written notice if the other Party: (i) becomes or is declared insolvent or bankrupt; (ii) is the subject of a voluntary or involuntary bankruptcy or other proceeding related to its liquidation or solvency, which proceeding is not dismissed within ninety (90) calendar days after its filing; (iii) ceases to do business in the normal course; or (iv) makes an assignment for the benefit of creditors. This Agreement shall terminate immediately and automatically upon any determination by a court of competent jurisdiction that either Party is excused or prohibited from performing in full all obligations hereunder, including, without limitation, rejection of this Agreement pursuant to 11 U.S.C. §365.
9.3 Termination for Convenience.
IFD may terminate this Agreement at any time, with or without cause, by giving you twenty days prior written notice. Such termination shall not relieve the Parties' obligations with respect to accepted Purchase Orders.
9.4 Obligations upon Termination.
Upon termination of this Agreement, you shall cease to be an authorized dealer of the Products, and (i) all amounts of indebtedness you owe to IFD shall become immediately due and payable, notwithstanding prior terms of sale, (ii) all unshipped orders may be canceled by IFD without liability, and (iii) You shall resell and deliver to IFD upon demand by IFD, free and clear of all liens and encumbrances, such Products as IFD may elect to repurchase from you (in the original factory packaging). Within thirty days of termination of this Agreement, you shall remove and not thereafter use any sign, display, or other advertising or marketing means containing IFD Marks. In addition, you shall immediately destroy all advertising matter and other printed materials in your possession or under your control containing the IFD Marks, except for those in-store materials directly necessary for the resale of the Products that may be remaining in your possession after termination, which materials you may continue to utilize until all remaining Products have been sold.10. Compliance with Laws.
10.1 Notification.
You represent warrant and covenant that you shall comply with all applicable international, national, state, regional, and local laws and regulations, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the Export Control Act, as may be amended from time to time, in performing its duties hereunder and in any of its dealings with respect to the Products. You shall promptly notify IFD in the event you or have reason to believe that any act or refrainment from acting required by or contemplated by this Agreement violates any applicable law, rule, or regulation (whether criminal or non-criminal) or if it becomes aware that any Products contain a defect which could create a substantial product hazard or an unreasonable risk of serious injury or death.
10.2 Compliance with U.S. Export Laws.
You acknowledge and understand that the Products may be subject to restrictions upon export from the United States and upon resale after export. Therefore, you represent and warrant that it shall comply fully with all relevant regulations of the U.S. Department of Commerce, with the U.S. Export Administration Act, and with any other import and/or export control laws or regulations of the United States or the Territory. Upon the request of IFD, you shall execute and deliver to IFD a letter of written assurance concerning technical data and U.S. Export Administration Regulations. If IFD is aware that any of the Products are subject to such export laws, it shall so advise you.
10.3 Representations and Warranties.
You represent and warrant to IFD that (i) You are a corporation duly incorporated, duly organized, validly existing, and in good standing and are authorized to do business in the jurisdiction you are pretending to do so; (ii) your appointment as an authorized dealer and your sale of Products under this Agreement does not violate any existing obligations or contracts you may have; (iii) you have the capacity to make sales as requested (online or physically) ; (iv) you have the full legal right, power, and authority to enter into and perform this Agreement; (v) the individuals signing this Agreement on your behalf are authorized to execute this Agreement and that no further proof of authorization shall be required; and (vi) there are no pending or threatened actions or proceedings or government investigations against it that may affect its performance of this Agreement.
11. Independent Contractors.
Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party's employees or agents. Neither IFD nor you have the authority to bind the other, incur any liability, or otherwise act on behalf of the other. You shall be solely responsible for payment of your employees' and personnel's salaries (including withholding income taxes and social security), workers' compensation, and all other employment benefits.
12. Assignment.
You may not assign this Agreement nor any right or interest herein, in whole or in part, without the express written consent of the IFD, which consent shall be at IFD's sole discretion. IFD may assign this Agreement to any affiliated company without your consent or if the assignment is carried out as part of a merger, restructuring, reorganization, or sale or transfer of all or substantially all of the IFD's assets. This Agreement shall be binding upon and inure to the benefit of the Parties hereto, their successors, and legal representatives. There are no third-party beneficiaries to this Agreement.
13. Notices.
All notices shall be deemed effective when received and made in writing by either (i) registered email, (ii) certified mail, return receipt requested, (iii) overnight mail, or (iv) fax with confirmation.
14. Force Majeure.
IFD shall not be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, strikes, pandemics, epidemics, local disease outbreaks, public health emergencies, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter.
15. Governing Law.
This Agreement shall be governed by the laws of the State of Texas, without giving effect to the principles of conflicts of law of such state, and shall be binding upon the parties hereto in the United States and worldwide. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
16. Controversies.
Any dispute, controversy, or claim arising out of or relating to these Terms and Conditions, including the validity, invalidity, breach, or termination thereof, shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in accordance with the AAA’s Commercial Arbitration Rules, except as modified herein.The arbitration shall be conducted in Houston, Texas, USA, and the language of the arbitration shall be English. The law governing the arbitration, including the interpretation and enforcement of this arbitration clause, shall be the laws of the State of Texas, without regard to its conflicts of law principles.
The arbitration shall be conducted by a single arbitrator appointed in accordance with the AAA rules. The arbitrator shall have the authority to award any relief that would be available in a court of law. The arbitrator’s award shall be final and binding on the parties, and judgment on the award may be entered in any court of competent jurisdiction.
Each party shall bear its own costs and expenses of the arbitration, including attorneys' fees, except that the parties shall share equally in the fees and expenses of the arbitrator and the AAA’s administrative fees unless the arbitrator determines that it would be equitable to allocate such fees and expenses differently.
Notwithstanding the foregoing, either party may seek interim or preliminary injunctive relief from a court of competent jurisdiction in Houston, Texas, as necessary to protect its rights or property pending the completion of arbitration.
By agreeing to arbitration, the parties waive any right to a jury trial or to participate in a class action. The parties agree that all claims and disputes must be arbitrated on an individual basis and not on a class, collective, or representative basis.
If any part of this arbitration clause is found to be unenforceable or invalid, the remaining parts shall remain in full force and effect.
17. Attorney’s Fees.
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
18. Collection Expense.
If IFD incurs any costs, expenses, or fees, including attorney's fees and professional collection services fees, in connection with the collection or payment of any amounts you are due under this Agreement, you agree to reimburse IFD for all such costs, expenses, and fees.
19. Cumulative Remedies.
Except as otherwise provided for in this Agreement, the rights and remedies of the Parties herein provided shall be cumulative and not exclusive of any rights or remedies provided by law or equity.
20. Survival.
The provisions of this Agreement, which by their sense and context should survive any termination or expiration of this Agreement, including without limitation provisions about warranty, confidentiality, indemnification, limitation of liability, compliance with law, and the general terms shall so survive.
21. Severability.
If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect.
22. Headings; Construction
The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the Parties and their counsel. Accordingly, this Agreement shall not be construed more strongly for or against any of the parties hereto, regardless of which Party was more responsible for the preparation of this Agreement or any portion thereof, and any ambiguity that might exist herein shall not be construed against the drafting Party.
23. Waiver.
The failure of either Party to enforce any provision of this Agreement, except with respect to the past audit claim waiver, shall not be construed as a waiver or modification of such provision or impairment of its right to enforce such provision or any other provision in the Agreement thereafter. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving Party.
24. Acceptance of the terms.
By checking the box labeled "I agree to the Terms and Conditions," you acknowledge that you have read, understood, and agree to be bound by the terms and conditions outlined in this agreement. Checking this box constitutes your electronic signature and serves as your formal acceptance of these terms.