eWish Hosted Gift Registry Service

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	“Ewish has clearly been a benefit to our online sales. What a great tool for our customers. Thank you Ewish!!!" Michael Taylor CEO, TheeBaby.com
	“eWish.com has provided a reliable and user friendly gift registery to our on line business. Our clients who have used eWish are completely satisfied." Janet Johnson Owner, The Pottery Co.com
	“We have seen our daily sales volume increase by 15-20% in the past several months. Without any doubt, eWish has been the force behind this dramatic increase." Lynn Lorenz Owner, JustMultiples.com
	“We have been associated with eWish since its inception and have had very good results with its modern technology allowing the registrants a simple and user-friendly experience! Would highly recommend!" Joan Smith Customer Relations, MadisonAveGifts.com

eWish Merchant Gift Registry Application

To sign up for your eWish merchant account please fill out the following form and submit it to us. Upon approval of your application, we will email you the necessary User ID, password and codes to set up your private-label gift registry.

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Merchant Agreement (.pdf print version)

MERCHANT AGREEMENT

THIS MERCHANT AGREEMENT (this “Agreement”) constitutes the entire and complete agreement and understanding between you (the "Merchant") and The Knot, Inc. d/b/a eWish.com, located at 462 Broadway, 6th Floor, New York, NY 10013  ("eWish") and supersedes all prior or contemporaneous written or oral agreements or representations between us. In consideration of the mutual covenants contained herein Merchant and eWish agree as follows:

1. GIFT REGISTRY TECHNOLOGY: eWish agrees to supply to Merchant certain gift registry technology including links, URLs, passwords, and code segments, that would enable Merchant’s customers to register a list of preferred gifts for friends and other persons to view and purchase (the “Online Technology”).  With respect to the online gift registry technology, eWish will display the gift list on-line, collect orders and credit and debit card information, and then send the completed order(s) and credit and debit card information to the Merchant for processing. Merchant shall process credit and debit card payments and make delivery of the ordered gifts.  Merchant will handle all Merchant customer inquiries regarding the registries, orders and products (except as expressly provided on the eWish website). eWish will also provide Merchant certain technology to allow Merchant to set up and administer registries from a retail store location and to update the registry with in-store purchases (the “In-Store Technology”, and together with the Online Technology, the “Technology”). eWish shall have complete control over the design, layout, operation, functionality, and “look and feel” of its websites and the Technology.

2. MERCHANT ORDERS: eWish shall send online order(s) and credit and debit card information (the "Order" or "Orders") to Merchant via a secure web-based interface or by other mutually agreeable means.  Merchant agrees to fulfill each Order promptly, in a professional and workmanlike manner, consistent with the highest industry standards.  If Merchant is unable to fulfill an Order, Merchant shall notify the gift recipient of the delay promptly, and give the gift recipient the opportunity to wait, to substitute a different gift or cancel the Order.  If the Order is canceled, Merchant shall not charge the gift giver's credit and debit card, or if already charged, Merchant shall issue a refund promptly.

3. MERCHANT PAYMENT: Merchant agrees to pay eWish a fee (the "Fee") for the use of the Technology.  The Fee shall consist of a one-time application fee and a commission, in each case, as described below.  The Application Fee is fully refundable if for any reason the merchant is unsatisfied with the registry and terminates the Agreement within one year of its signing.

4. APPLICATION FEE: A one-time application fee of $399 shall be due and payable upon the signing of this agreement.

5. USAGE FEE: A monthly commission (the “Commission”) in an amount equal to 5% of the total gross amount of all Orders directed to Merchant, including shipping and sales tax. Such Commission shall be due and payable monthly, and in any case, within thirty (30) days of the date of the applicable invoice issued by eWish. To the extent that Retailer is unable to determine the gross sales price of merchandise purchased by Referred Purchasers in accordance herewith due to a failure of the parties to exchange information as set forth herein or for any other reason, Retailer will pay eWish a fee equal to the product of (y) the click-throughs or attempted click-throughs from the eWish website to the Retailer’s websites during such failure multiplied by the (z) Click-through Ratio. The “Click-through Ratio” is (i) Commissions payable to eWish for the 10 days before the failure divided by (ii) Click-throughs from the eWish website to the Merchant’s website during the same 10-day period. Any fees payable under this Section will be payable on the time schedule set forth above.

6. RETURNS:  Customers will send returns directly to Merchant, who agrees to satisfy the return request consistent with Merchant’s return policy attached hereto as Exhibit A.  Merchant shall be responsible for issuing credit and debit card refunds.

7. SHIPPING AND SALES TAX: Merchant agrees to furnish eWish with shipping and sales tax schedules (the "Schedule").  The Schedule will be used by eWish to calculate estimated shipping and tax charges.  Merchant  is responsible for notifying eWish of any changes in shipping and tax rates promptly.

8. AUDIT RIGHTS: During the term of this Agreement and for six (6) months thereafter, Merchant will maintain, in accordance with generally accepted accounting principles, complete and accurate records so as to permit eWish to monitor compliance with this Agreement. Merchant will permit eWish or its representatives to review its relevant e-commerce and/or accounting records once per calendar year to ensure compliance with this Agreement. Any underpayments or overpayments revealed by such inspection shall be repaid promptly. If such underpayments or overpayments, in the aggregate, amount to more than ten percent (10%) of payments paid by such party during the period covered by such inspection, the reasonable cost of the review shall be paid by the party being inspected and not the inspecting party.

9. TERM: This agreement shall be valid from the date of execution until terminated by either party at any time, with or without cause, by giving the other party at least thirty (30) days’ written notice prior to the effectiveness of the termination.  Upon expiration of this Agreement, all amounts owed to eWish under this Agreement will be due and payable in accordance with the terms otherwise set forth in this Agreement.  Upon termination of this Agreement, all licensed rights granted in this Agreement will immediately cease to exist except as otherwise expressly set forth herein. Upon termination or expiration of this Agreement, eWish and Merchant may agree upon the terms of any transition services to be provided by eWish, which services shall be provided at eWish’s then-current rates for such services. Merchant acknowledges that Merchant’s Marks may continue to appear in eWish’s promotional materials that have been distributed prior to the termination of the Agreement.  The provisions contained in Sections 3 through 13, 14(b), 14(c), 14(d), and 15 through 23 shall survive the termination of this Agreement for any reason.

10. DISCLAIMER: THE TECHNOLOGY IS PROVIDED “AS IS”, WITHOUT ANY WARRANTIES. EWISH DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN THE EVENT THAT, AS A MATTER OF LAW, EWISH MAY NOT DISCLAIM ANY SUCH WARRANTY, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER APPLICABLE LAW.

11. LIMITATION OF LIABILITY: In no event will eWish be liable for any consequential, indirect, exemplary, special or incidental damages, including any lost data and lost profits, arising from or relating to this Agreement. eWish’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the amount of fees actually paid to eWish hereunder. Each party acknowledges that the fees reflect the allocation of risk set forth in this Agreement and that neither party would enter into this Agreement without these limitations on its liability.

12. INDEMNIFICATION:  In the event  an action or claim against eWish or any of its affiliates, or any of their respective shareholders, officers, directors, employees or agents (each, a  “TK Indemnified Person”) brought by a third party is based on (a) the breach or alleged breach of any representation, warranty or covenant made by Merchant in this Agreement, (b) the quality, operation, failure to perform, condition or other characteristic of any of Merchant’s products or services available through the Technology or services provided hereunder, or (c) sales, use or other taxes imposed by any governmental body or agency with respect to the sale of Merchant merchandise via Technology (other than taxes based on the net income of eWish), Merchant will indemnify, defend and hold harmless TK Indemnified Persons from and against any and all liabilities, obligations, losses, expenses, damages and costs (including, but not limited to, reasonable attorneys’ fees) that may at any time be incurred in connection with such action or claim.

13. INFORMATION AND PRIVACY:
 (a) eWish will have no ownership of any information regarding any person who creates a registry using the Technology or services provided hereunder and any co-registrant of such person (such persons “Referred Registrants”, and such information, “Registrant Information”) or any information regarding any in-house purchasers or Referred Registrants. Notwithstanding the foregoing, eWish shall own all data of users otherwise collected directly on the eWish website. Each party shall be free to use its information for any purpose consistent with such party’s Privacy Policy (as hereinafter defined) free of any duty to report or account to the other party with respect to such usage.
 (b) Merchant hereby grants to eWish a non-exclusive, worldwide, royalty-free right and license to copy, use, and make available through its websites and the Technology, during the term of this Agreement, any and all Registrant Information. Merchant is responsible for the accuracy of the product information, Registrant Information and any other information delivered by Merchant to eWish for use on eWish’s websites or otherwise. eWish expressly disclaims any liability with respect to the accuracy of any such information.
 (c) Each party represents and warrants to and for the benefit of the other that such party’s policies governing the use of personal information collected from customers or users (each a “Privacy Policy”) permits any actions or transfer of information described in this Agreement or contemplated hereby. Except as required by law, each party covenants that it will not change its Privacy Policy during the term of this Agreement if such change would prevent any of the actions described in this Agreement.
 
 14.	LICENSE GRANT: 
 (a) During the term of this Agreement, each party (the “Granting Party”) hereby grants to the other (the “Licensee”) a non-exclusive, non-transferable, worldwide, royalty-free right and license in (i) all text, photography, artwork, graphics, audio, or video (“Copyright Material”) submitted by the Granting Party to the Licensee for use hereunder, and (ii) all logos, trade names, trademarks, designs, trade dresses, slogans, and service marks, in word, stylized, or design formats (the “Marks”) submitted by the Granting Party to the Licensee for use hereunder (such Copyright Material and Marks collectively being referred to as, the “Content Items”). The above license, shall include, without limitation, the right to: (w) translate each Content Item into digital or other electronic format as necessary to render such Content Item compatible with eWish’s websites or the Technology; (x) modify each Content Item for formatting purposes in connection with the distribution of such Content Item via eWish’s websites or the Technology; (y) electronically display, perform, and distribute each Content Item (as translated and modified as set forth above) via eWish’s websites or the Technology; or (z) otherwise use such Content Items in connection with the operation, advertising, or promotion of eWish’s websites or the Technology. Merchant shall deliver each Content Item to eWish in accordance with eWish’s specifications regarding format.
 (b) The Granting Party shall have reasonable approval rights over the use of any of its Marks by the Licensee hereunder. Any intended use of the other party’s Marks in any regional or national advertising campaign or any press release shall be submitted to the Granting Party for prior approval. If the Granting Party does not, within five (5) business days after receiving notice of a request for approval, inform Licensee of the reasons for withholding such approval, the Granting Party will be deemed to have approved the proposed use of the Marks as described in such request. Neither party shall do or suffer to be done any act or thing that would impair the other’s rights in its Marks or damage the reputation for quality inherent in its Marks. Each party shall use such Marks in the forms and in accordance with the Granting Party’s rules governing usage of its Marks as may be prescribed by the Granting Party from time to time, including, the display where required of any symbols and notices indicating the trademark status of the other party’s Marks in accordance with applicable trademark law and practice.
 (c) Each party hereby represents and warrants that no Content Item delivered hereunder will contain any inaccurate information nor will any element thereof infringe any intellectual property rights (including without limitation, copyrights, trademarks, trade secrets, moral rights, contract and licensing rights) of any third party. If Licensee believes, in its reasonable discretion, that any Content Items (i) may create any liability for Licensee; or (ii) violate any covenant made by the other with respect to the Content Items, the Licensee agrees that, after giving the Granting Party the opportunity to promptly remedy the situation, Licensee may cease using such Content Items as it believes is prudent or necessary.
 (d) Each party acknowledges and agrees that: (a) the Granting Party and the Granting Party’s licensors, if any, are the exclusive owners of the Granting Party’s Content Items; (b) the use of the Granting Party’s Content Items by the Licensee does not convey to Licensee any right, title, or interest in or to the Granting Party’s Content Items; (c) the Licensee may not contest the Granting Party’s Marks, or register or attempt to register in any jurisdiction any Granting Party Mark or any confusingly similar trademark or trade name; (d) the Licensee may not use the Granting Party’s Marks with respect to any products, services, or materials not provided by the Granting Party, or in any way which might result in confusion as to Merchant, eWish, or any third party being separate and distinct entities; and (e) the Licensee’s use of the Granting Party’s Marks, including all goodwill associated with such use, shall inure solely to the benefit of the Granting Party. Except as expressly provided herein, nothing herein shall grant, or be deemed to grant to either party any right, title or interest in or to the other party’s proprietary technology, methods and methodologies, software code, documentation, tools, software and interfaces, trade secrets, Content Items, works of authorship and other proprietary materials that are protected by intellectual property rights held by such other party and/or its licensors and used in the operation and maintenance of eWish’s websites, the Technology or Merchant’s website, including without limitation any and all intellectual property rights and other proprietary rights embodied therein or otherwise applicable thereto.
 
15. WAIVER: The waiver by either party of a breach of any provision of this agreement by the other party shall not be construed as a waiver of any subsequent breach by such other party.

16. SEVERABILITY: If any part of this agreement is invalid or unenforceable under any applicable law, such provision shall be interpreted to the fullest extent permitted by applicable law, and such invalidity shall not render invalid or unenforceable the remainder of this Agreement.

17. CONFIDENTIALITY: Merchant acknowledges and agrees that this Agreement, the Technology and other information provided by eWish in connection with this Agreement, the Technology and the services provided hereunder, are proprietary to the Knot and confidential and therefore shall take at least such care that it uses to protect its own confidential information, which shall be at least reasonable care to safeguard its confidentiality.  The Merchant, its employees, contractors and directors, may not disclose or utilize the Technology without eWish's written permission.   Merchant may not disclose the terms of this Agreement to third parties without eWish's written permission.  Upon termination of this Agreement the Merchant agrees to remove all Technology from its website and to delete, destroy or return the Technology in its possession.  Merchant agrees that any violation or threatened violation of this Section will cause irreparable injury to eWish, entitling eWish to injunctive relief (without posting bond) in addition to all legal remedies.

18. INDEPENDENT ENTITIES: eWish and the Merchant are independent entities, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.  The Merchant has no authority to make or accept any offers or representations on eWish's behalf. 19.	ASSIGNMENT. Neither this Agreement nor any rights under this Agreement may be assigned or transferred (except in connection with a merger, sale of all or substantially all assets, or other form of corporate reorganization, whether or not such party is the surviving entity) to any third party without the prior written consent of the non-transferring party.
		
20. FORCE MAJEURE. Neither party shall be liable for any default or delay in the performance of its obligations hereunder (other than any payment obligations) to the extent that such default or delay is caused, directly or indirectly, by circumstances beyond such party’s reasonable control, including but not limited to substantial failure of the Internet.
		
21. NOTICES: All notices, consents and approvals under this Agreement must be delivered in writing by hand delivery, nationally recognized overnight courier service or by electronic facsimile (fax) to the other party at the address provided by such party, and will be effective upon receipt. If sent by fax, a hard copy must follow. Either party may change its address by giving notice of the new address to the other party.
		
22. GOVERNING LAW AND VENUE: This Agreement will be governed by the laws of the State of New York, without regard to conflicts of laws principles. Any action or proceeding arising from or relating to this Agreement must be brought in a federal or state court in New York, New York, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
		
23. CONSTRUCTION: The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement.
 You certify that you have read, understood and agree to all of the above terms and conditions and have independently evaluated the desirability of participating in this program.  You are not relying upon representation, guarantee or statement other than what is set forth in this Agreement.  You have the authority to enter into this Agreement on behalf of Merchant.

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