CO-OP COMMERCE MERCHANT TERMS
Last Updated: 9 February 2021
By clicking "I Accept" or by using our Services, you agree to these Terms. If you do not agree to these Terms, do not use our Services.
We may supply different or additional terms in relation to some of our Services, and those different or additional terms become part of your agreement with us if you use those Services. If there is a conflict between these Terms and the additional terms, the additional terms will control for that conflict.
We may make changes to these Terms from time to time. If we make changes, we will provide you with notice of such changes, such as by sending an email, providing a notice through our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, the amended Terms will be effective immediately, and your continued use of our Services after we provide such notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop using our Services.
If you have any questions about these Terms or our Services, please contact us at firstname.lastname@example.org
- The Services
The Services are a neutral marketplace that enables communication and transactions between Users and Merchants. As a provider of a neutral marketplace, Co-Op Commerce does not own, create, sell, resell, provide, control, manage, offer, deliver, or supply any Listed Products or other products and/or services. When a User purchases Listed Products, he, she, or it is entering into a contract directly with the Listing Merchant, not Co-Op Commerce, and Co-Op Commerce is not and does not become a party to, or other participant in, any contractual relationship between Users and Listing Merchants (or, for clarity, contractual relationships between Users and Retail Merchants). Co-Op Commerce is not acting as an agent in any capacity for any User or Merchant.
We have no control over and do not guarantee (a) the existence, quality, safety, suitability, legality, performance, or functionality of any Listed Products, (b) the truth or accuracy of any descriptions, ratings, or reviews of any Listing Merchants or Listed Products, or (c) the performance or conduct of any Merchants, Users, or third parties. We do not endorse any Merchants or Listed Products. Without limiting the foregoing, Co-Op Commerce assumes no liability or responsibility for damages associated with any Merchants, Listed Products, and/or Users, or resulting from any other transactions between Users and Merchants.
- Accounts and Account Security
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You also must maintain the security of your account and promptly notify us if you discover or suspect that someone has accessed your account without your permission. You are responsible for any and all activities that occur in connection with your account, whether or not you authorized those activities. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.
- Terms Applicable to Listing Merchants
- Listings. When creating a listing of your Listed Products on the Retail Merchant’s online storefront using the Services, you must (a) provide complete and accurate information about your Listed Products, (b) disclose any deficiencies, restrictions, and requirements that apply, and (c) provide any other pertinent information required by Co-Op Commerce. You are responsible for keeping information about your Listed Products up-to-date at all times. When you accept an order from a User to purchase Listed Products, you enter into a legally binding agreement with that User and are required to provide your Listed Products to that User as described to the User (including, without limitation, with respect to the quality, timeliness, and other characteristics of the Listed Products promised to the User).
- Responsibility for Listed Products. You are solely responsible for your Listed Products, including, without limitation: setting a price for Listed Products; maintaining sufficient inventory to fulfill all orders from Users to purchase Listed Products; providing adequate shipping, returns, and customer service to Users in connection with all purchases of Listed Products; selling and labeling all Listed Products in accordance with applicable laws, rules, and regulations; and ensuring that your Listed Products do not violate the terms of Section 7 of these Terms (or any other provision of these Terms).
- Terms Applicable to Retail Merchants
Each time you host Listed Products on your online storefront using the Services, you will, subject to these Terms, be eligible to receive a credit on the Services entitling you to one (1) placement, via the Services, of your products on another Retail Merchant online storefront (each, a "Credit"). We will automatically redeem your Credits (i.e., apply your Credit and place your products on another Retail Merchant online storefront) as soon as another Retail Merchant online storefront becomes available for placement of your products. Until they are redeemed, earned Credits will appear in your account. Credits may not be exchanged for cash and have no cash value. We may, in our sole discretion, remove Credits from your account or cease issuing Credits with or without notice to you. For clarity, when your products are listed on a Retail Merchant online storefront using a Credit, all terms applicable to Listing Merchants are applicable to you.
- Customer Data
- Uploading Customer Data. By using the Services, you may upload, disclose, or otherwise make available personal data and/or information of your customers, subscribers, and followers (including, without limitation, Users) (such customers, subscribers, followers, and Users, "Customers" and such personal data and/or information, "Customer Data"). All Customer Data constitutes Content (as defined below).
- Representations and Warranties. Without limiting your representations and warranties in Section 6, by uploading Customer Data, you represent, warrant and covenant that: (a) you have permission from your Customers to upload, disclose, or otherwise make available their Customer Data to us and to the applicable Merchant; (b) your uploading, disclosing, or otherwise making available Customer Data is, and will continue to be, in compliance with all applicable laws, rules, and regulations (including, without limitation, those related to privacy and data protection and marketing) and all applicable third-party terms of service and/or use, and will not cause us to violate either; and (c) you will notify us of any complaints or privacy requests from Customers regarding your disclosure of their Customer Data to us.
Our Services may allow you and other users to create, post, store and share content, including messages, text, photos, videos, software, User Data, and other materials (collectively, "Content"). Except for the license you grant below, you retain all rights in and to your User Content, as between you and Co-Op Commerce.
You grant Co-Op Commerce a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully paid, and sublicensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your Content (except for Trademarks, as defined below) and any name, username or likeness provided in connection with such Content in all media formats and channels now known or later developed without compensation to you.
You grant to Co-Op Commerce a nonexclusive, royalty-free, worldwide, fully paid, license to use, reproduce, modify, adapt, publish, translate, distribute, publicly perform and display your name, logo, trademark, trade names, service marks, logos, and other distinctive brand features (collectively, "Trademarks") on our Services in order to identify you as a customer of the Services and for purposes of providing the Services.
You may not create, post, store or share any Content that violates these Terms or for which you do not have all the rights necessary to grant us the license described above. You represent and warrant that your User Content, and our use of such content as permitted by these Terms, will not violate any rights of or cause injury to any person or entity. Although we have no obligation to screen, edit or monitor Content, we may delete or remove Content at any time and for any reason with or without notice.
- Prohibited Conduct and Content
You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and you are solely responsible for your conduct while using our Services. You will not:
- Engage in any harassing, threatening, intimidating, predatory or stalking conduct;
- Use or attempt to use another user’s account without authorization from that user and Co-Op Commerce;
- Impersonate or post on behalf or any person or entity or otherwise misrepresent your affiliation with a person or entity;
- Sell, resell or commercially use our Services;
- Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors;
- Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
- Use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
- Reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services;
- Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;
- Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services;
- Develop or use any applications that interact with our Services without our prior written consent;
- Send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
- Bypass or ignore instructions contained in our robots.txt file; or
- Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
You may also post or otherwise share only User Content that is nonconfidential and that you have all necessary rights to disclose. You may not create, post, store or share any User Content or make available any products and/or services (including, as applicable to Listing Merchants, Listed Products) that:
- Are unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory or fraudulent;
- Would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or otherwise create liability or violate any local, state, national or international law;
- May infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Contain or depict any statements, remarks or claims that do not reflect your honest views and experiences;
- Impersonate, or misrepresent your affiliation with, any person or entity;
- Contain any unsolicited promotions, political campaigning, advertising or solicitations;
- Contain any private or personal information of a third party without such third party’s consent;
- Contain any viruses, corrupted data or other harmful, disruptive or destructive files or content; or
- In our sole judgment, are objectionable, restrict or inhibit any other person from using or enjoying our Services, or may expose Co-Op Commerce or others to any harm or liability of any type.
Enforcement of this Section 7 is solely at Co-Op Commerce's discretion, and failure to enforce this section in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, this Section 7 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
- Ownership; Limited License
The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Co-Op Commerce or our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by us or our licensors. Subject to your compliance with these Terms, you are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use our Services solely as necessary to exercise your rights hereunder. Any use of the Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited, will terminate the license granted herein and violate our intellectual property rights.
Co-Op Commerce and our logos, our product or service names, our slogans and the look and feel of the Services are trademarks of Co-Op Commerce and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by us.
You may voluntarily post, submit or otherwise communicate to us any questions, comments, suggestions, ideas, original or creative materials or other information about Co-Op Commerce or our Services (collectively, "Feedback"). You understand that we may use such Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including, without limitation, to develop, copy, publish, or improve the Feedback in Co-Op Commerce's sole discretion. You understand that Co-Op Commerce may treat Feedback as nonconfidential.
- Repeat Infringer Policy; Copyright Complaints
In accordance with the Digital Millennium Copyright Act and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, the accounts of Merchants who repeatedly infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Co-Op Commerce's designated agent as follows:
Designated Agent: Conner Sherline
Address: 125 Reed Street
Mill Valley, CA 94941
Telephone Number: 612-599-6650
E-Mail Address: email@example.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Co-Op Commerce for certain costs and damages.
- Third-Party Content
We may provide information about third-party (i.e., non-Merchant) products, services, activities or events, or we may allow third parties (i.e., non-Merchants) to make their content and information available on or through the Services (collectively, "Third-Party Content"). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and your use of or interaction with any Third-Party Content are solely between you and the third party. Co-Op Commerce does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and your access to and use of such Third-Party Content is at your own risk.
To the fullest extent permitted by applicable law, you will indemnify, defend and hold harmless Co-Op Commerce and our officers, directors, agents, partners and employees (individually and collectively, the "Co-Op Commerce Parties") from and against any losses, liabilities, claims, demands, damages, expenses or costs ("Claims") arising out of or related to (a) your access to or use of the Services; (b) your Content, products and/or services (including, as applicable to Listing Merchants, Listed Products), or Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with the Services. You agree to cooperate with Co-Op Commerce Parties in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys' fees). You also agree that the Co-Op Commerce Parties will have control of the defense or settlement, at Co-Op Commerce's sole option, of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Co-Op Commerce or the other Co-Op Commerce Parties.
Your use of our Services is at your sole risk. Except as otherwise provided in a writing by us, our Services and any content therein are provided "as is" and "as available" without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Co-Op Commerce does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Co-Op Commerce attempts to make your use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
- Limitation of Liability
To the fullest extent permitted by applicable law, Co-Op Commerce and the other Co-Op Commerce Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, strict liability, warranty, or otherwise—for any indirect, consequential, exemplary, incidental, punitive or special damages or lost profits, even if Co-Op Commerce or the other Co-Op Commerce Parties have been advised of the possibility of such damages.
The total liability of Co-Op Commerce and the other Co-Op Commerce Parties for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to $100.
The limitations set forth in this Section 15 will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Co-Op Commerce or the other Co-Op Commerce Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
- Governing Law and Venue
Any dispute arising from these Terms and your use of the Services will be governed by and construed and enforced in accordance with the laws of the State of California, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties will be resolved in the state or federal courts of the State of California and the United States, respectively, sitting in San Francisco, California.
- Modifying and Terminating our Services
We reserve the right to modify our Services or to suspend or stop providing all or portions of our Services at any time. You also have the right to stop using our Services at any time. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
- Additional Terms Applicable to Mobile Devices
The following terms apply if you install, access or use the Services on any device that contains the iOS mobile operating system (the "iOS App") developed by Apple Inc. ("Apple").
- Acknowledgement. You acknowledge that these Terms are concluded solely between us, and not with Apple, and Co-Op Commerce, not Apple, is solely responsible for the iOS App and the content thereof. You further acknowledge that the usage rules for the iOS App are subject to any additional restrictions set forth in the Usage Rules for the Apple iOS App Store Terms of Service as of the date you download the App, and in the event of any conflict, the Usage Rules in the App Store will govern if they are more restrictive. You acknowledge and agree that you have had the opportunity to review the Usage Rules.
- Scope of License. The license granted to you is limited to a non-transferable license to use the iOS App on any iPhone, iPod touch or iPad that you own or control as permitted by the Usage Rules set forth in the Apple App Store Terms of Service.
- Maintenance and Support. You and Co-Op Commerce acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.
- Warranty. You acknowledge that Apple is not responsible for any product warranties, whether express or implied by law, with respect to the App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if any, paid to Apple for the iOS App by you; and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. The parties acknowledge that to the extent that there are any applicable warranties, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any such applicable warranty would be the sole responsibility of Co-Op Commerce. However, you understand and agree that in accordance with these Terms, Co-Op Commerce has disclaimed all warranties of any kind with respect to the App, and therefore, there are no warranties applicable to the App.
- Product Claims. You and Co-Op Commerce acknowledge that as between Apple and Co-Op Commerce, Co-Op Commerce, not Apple, is responsible for addressing any claims relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to (a) product liability claims, (b) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement, and (c) claims arising under consumer protection or similar legislation.
- Intellectual Property Rights. The parties acknowledge that, in the event of any third-party claim that the iOS App or your possession and use of the iOS App infringe that third party’s intellectual property rights, Co-Op Commerce, and not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required under these Terms.
- Legal Compliance. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
- Developer Name and Address. Any questions, complaints or claims with respect to the iOS App should be directed to:
125 Reed Street
Mill Valley, CA 94941
- Third-Party Terms of Agreement. You agree to comply with any applicable third-party terms when using the Services.
- Third-Party Beneficiary. The parties acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof).
The following terms apply if you install, access or use the Services on any device that contains the Android mobile operating system (the "Android App") developed by Google, Inc. ("Google"):
- You acknowledge that these Terms are between You and us only, and not with Google.
- Your use of our Android App must comply with Google’s then-current Android Market Terms of Service.
- Google is only a provider of the Android Market where You obtained the Android App. We, and not Google, are solely responsible for our Android App and the Services and Content available thereon. Google has no obligation or liability to You with respect to Our Android App or these Terms.
- You acknowledge and agree that Google is a third-party beneficiary to the Terms as they relate to our Android App.
These Terms constitute the entire agreement between you and Co-Op Commerce relating to your access to and use of our Services. Notwithstanding any other provisions of these Terms, Sections 1, 7, 10, 13, 14, 15, 16, 19 and 20 survive any expiration or termination of these terms. The failure of Co-Op Commerce to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity. You agree that communications and transactions between us may be conducted electronically. These Terms may not be transferred, assigned or delegated by you, by operation of law or otherwise, without our prior written consent, and any attempted transfer, assignment or delegation without such consent will be void and without effect. We may freely transfer, assign or delegate these Terms or the Services, in whole or in part, without your prior written consent. Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento, California 95834, or by telephone at 1 (800) 952-5210.