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BLUESTEM BRANDS, INC. PARTNER PORTAL TERMS OF USE AGREEMENT
This Bluestem Brands’ Partner Portal TERMS OF USE Agreement (hereinafter the "Agreement") governs your use of Bluestem Brands’ Partner Portal and constitutes a legally binding agreement between you and Bluestem Brands.
 
Use of the Partner Portal constitutes your acceptance of this Agreement. If you do not accept the Agreement, do not use the Partner Portal. If, at any time, you decide you no longer accept this Agreement, you must cease use of the Partner Portal and you must promptly notify Bluestem Brands via email to partnerportal@bluestembrands.com.

Neither Bluestem Brands nor you will contest the validity, enforceability or admissibility of this Agreement, or any notice provided in accordance with this Agreement and such hard copy printouts of the Agreement or any notices provided hereunder. If introduced as evidence in any judicial or administrative proceedings, said hard copies will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form.

1. CHANGES: Bluestem Brands may change the Agreement at any time. It is your responsibility to review the Agreement regularly to obtain notice of such changes. Your use of the Partner Portal, continuing to maintain an active username and password following any such change, or continuing to do business with Bluestem Brands following any such change constitutes your agreement to the changed Agreement. For this reason, it is your responsibility to review the Agreement each time you use the Partner Portal. Any changes shall apply to all Purchase Orders or agreements for the purchase of goods issued or entered into after the effective date of the change.

2. INTELLECTUAL PROPERTY: All of the content on the Partner Portal is subject to copyright, trademark, service mark and/or other intellectual property rights or licenses held by Bluestem Brands, one of its affiliates, or by third parties who have licensed their materials to Bluestem Brands. The entire content of the Partner Portal is copyrighted as a collective work under the copyright laws of the United States and Bluestem Brands owns a copyright in the selection, coordination, arrangement and enhancement of the content. You may download, print and copy any of the materials to which you have been granted access by Bluestem Brands only for your internal use in conjunction with doing business with Bluestem Brands. Except as noted above, you may not copy, download, reproduce, modify, publish, distribute, transmit, transfer or create derivative works from the content of the Partner Portal without first obtaining written permission from Bluestem Brands.

3. CONFIDENTIALITY: Confidential Information, regardless of whether it is marked "confidential" or otherwise, includes, but is not limited to, all business processes and procedures, systems, methods of doing business, data, reports, specifications, formulae, proposals, strategies, business plans and analyses, financial information and projections, personnel information, information about merchandising, information about past, present or potential customers, information about past, present or potential vendors, information about existing or future technology, and proprietary or third-party software. Confidential Information does not include and you shall have no obligation of confidentiality with respect to any information that: (a) is or becomes known to the public through no fault of your own; (b) you already rightfully possessed before Bluestem Brands disclosed it to you; (c) is subsequently disclosed to you by a third party who is not under an obligation of confidentiality to Bluestem Brands; or (d) you developed independently without using Confidential Information.

You shall not disclose Confidential Information to any of your officers, directors, employees, contractors or agents or to any third-party without Bluestem Brands’ written consent, except that you may disclose Confidential Information to your officers, directors, employees, contractors, and agents whose duties justify their need to know such Confidential Information, and who have been clearly informed of their obligation to maintain the confidential status of such Confidential Information.  You may disclose Confidential Information to the extent required by applicable federal, state or local law, regulation, court order, or other legal process, provided you give Bluestem Brands prior written notice of such required disclosure and, to the extent reasonably possible, give Bluestem Brands an opportunity to contest such required disclosure at Bluestem Brands’ expense.

You shall use the same care to prevent the unauthorized use or disclosure of Confidential Information as you use with respect to your own confidential information of a similar nature, which shall not in any case be less than the care a reasonable business person would use under similar circumstances. You shall instruct your employees or other persons permitted access to Confidential Information to cause them to comply fully with your obligations under the Agreement.

You may not use the Confidential Information, or any information that you develop based on the Confidential Information, directly or indirectly for any purpose other than the purpose for which it was originally disclosed, or for any purposes which could be deemed to be adverse to or competitive with Bluestem Brands or its business.

Bluestem Brands shall retain all right, title and interest in, and to, Confidential Information. Neither the Agreement nor any disclosure of Confidential Information shall be deemed to grant you any license or other intellectual property right in Bluestem Brands’ Confidential Information.

Bluestem Brands provides Confidential Information on an "AS IS" basis, without warranties of any kind. Without limiting the foregoing, Bluestem Brands does not represent or warrant that Confidential Information is accurate, complete or current. The disclosure of Confidential Information containing business plans is for planning purposes only. Bluestem Brands may change or cancel its plans at any time at its sole discretion. Disclosure of Confidential Information is not a representation that any type of business relationship between the parties will be concluded.

You shall cease using and promptly return to Bluestem Brands or arrange for the destruction of all copies of any Confidential Information then in your possession or under your control upon the request of Bluestem Brands. You shall destroy the Confidential Information in such a manner that the information cannot be read or reconstructed after destruction. Upon written request, you shall certify in writing that you have complied with the obligations set forth in this paragraph.

You acknowledge that your unauthorized use or disclosure of Confidential Information would be likely to cause immediate and irreparable damage that could not be fully remedied by monetary damages. Therefore, you agree that Bluestem Brands may specifically enforce the Agreement and may seek such injunctive or other equitable relief to prevent such unauthorized use or disclosure without the necessity of proving actual damage. You shall indemnify Bluestem Brands for all reasonable costs, charges, and expenses resulting from any unauthorized access to Confidential Information.

4. INFORMATION SECURITY: You are responsible for maintaining the security and confidentially of usernames and passwords issued to you. You shall ensure that you use strong passwords (for example, passwords that are at a minimum strength of 8 characters and use 3 of 4 ASCII character sets). You shall not permit unauthorized individuals to use your usernames and/or passwords to access the Partner Portal, or permit any individuals to share usernames and/or passwords with other individuals to access the Partner Portal. You are responsible for the actions of any individuals using your usernames and passwords to access the Partner Portal. You agree to defend and indemnify Bluestem Brands against any claims, losses, damages, costs, expenses, fines and other liabilities arising out of your failure to maintain the security and confidentiality of your usernames and/or passwords or arising out of the unlawful use of the Partner Portal by you or any person who obtains access to the Partner Portal using your usernames and passwords.

You agree to run anti-virus software before transmitting data to or through the Partner Portal. You may use any commercially available, industry recognized anti-virus software of the type that detects and disinfects viruses automatically. You must update your anti-virus software on no less than a quarterly basis.

You shall promptly remove the access of any employee, contractor or agent to the Partner Portal upon termination of employment or once said employee, contractor or agent no longer has a need to access the Partner Portal. You shall have network security devices in place to prevent and detect unauthorized access to the Partner Portal. Such network devices shall log events completely, clearly and accurately. You shall ensure that access to the Partner Portal shall be protected by one of the following controls if any such system is unattended by User for 15 minutes of inactivity: (i) password protected screensaver; or (ii) session timeouts (forced logout); Bluestem Brands shall have the right to review your operations and procedures to ensure compliance with the foregoing requirements and if requested, you shall make available audits, summaries of test results, or other evaluations to assist Bluestem Brands in monitoring compliance with the Agreement. You shall notify Bluestem Brands immediately, and shall cooperate fully with Bluestem Brands, in the event of any unauthorized access to the Vendor Portal. You agree to defend and indemnify Bluestem Brands against any claims, losses, damages, costs, expenses, fines and other liabilities arising out of the unlawful use of the Partner Portal by any person who obtains access to the Partner Portal due to your failure to comply with these Information Security requirements.

5. DISCLAIMERS: The Partner Portal and its contents is provided on an "as is", "as available" basis and Bluestem Brands makes no representations or warranties of any kind with respect to the Partner Portal or its contents. Bluestem Brands disclaims all representations and warranties, whether express, implied or statutory, including warranties of merchantability and fitness for a particular purpose.

Bluestem Brands does not warrant that the operation of this Partner Portal will be uninterrupted or error-free. You are responsible for taking appropriate precautions against damage to you that could be caused by defects, interruptions, or malfunctions of the Partner Portal and you assume the risk of such occurrences. Bluestem Brands reserves the right to make changes to or to discontinue operation of Partner Portal at any time.

6. LIMITATIONS OF LIABILITY: You agree by accessing this Partner Portal that neither Bluestem Brands nor any of its directors, officers, employees, contractors, or agents will be liable for any direct or indirect loss or damages arising out of, resulting from, or connected with the operation of this Partner Portal or your use of this Partner Portal, whether based on negligence, breach of contract or warranty, or otherwise. This limitation of liability applies to all damages of any kind, including general, special, consequential, lost profits, incidental and exemplary damages.

7. GOVERNING LAW AND VENUE: The laws of the State of Minnesota, without regard to its choice of law principles shall govern all matters arising out of or related to the Agreement. The parties agree that the exclusive forum and venue for any lawsuit arising out of or related to the Agreement shall be the state and/or federal court located in Hennepin County Minnesota and the parties submit to the personal jurisdiction of those courts. 

8. WAIVERS: No provision of the Agreement may be waived, nor shall the Agreement or any part thereof be modified, except pursuant to a writing executed by the party against whom the waiver is sought. No failure to exercise, partial exercise of, or delay in exercising any right or remedy or requiring the satisfaction of any condition under the Agreement operates as a waiver or estoppel of any right, remedy, or condition.

9. REMEDIES: All remedies provided for in the Agreement shall be cumulative and in addition to any other remedies available at law, in equity or otherwise.

10. SEVERABILITY: If any provision of the Agreement is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not be affected or impaired.

11. SURVIVAL: Notwithstanding anything to the contrary herein, (i) any duty or obligation that has been incurred under the Agreement and that has not been fully observed, performed or discharged, and any right which has been created under the Agreement and which has not been fully enjoyed, enforced or satisfied, shall survive the termination or expiration of the Agreement until such duty or obligation has been fully observed, performed or discharged and such right has been fully enjoyed, enforced or satisfied, and (ii) all representations, warranties and indemnities shall survive the termination of or expiration of the Agreement.

12. ENTIRE AGREEMENT: The Agreement constitutes the entire expression of the agreement with regard to your use of the Bluestem Brands Vendor Portal. All prior and contemporaneous negotiations and agreements with regard to your use of the Bluestem Brands Vendor Portal are expressly merged into and superseded by the Agreement.


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