TERMS OF SERVICE
Last updated: April 2016
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
- The Services: The Services constitute a technology platform that enables users of Sellzilla’s mobile applications or websites provided as part of the Services (each, an “Application”) to buy articles or items (”Articles”) from, or sell Articles to, independent third parties (“Third Party Providers”) under agreement with Sellzilla or certain of Sellzilla’s affiliates. Unless otherwise agreed by Sellzilla in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT SELLZILLA IS NOT THE SELLER OR BUYER OF ARTICLES FOR SALE IN ITS APPLICATION OR ON ITS WEBSITE, WHICH ARE ALL PROVIDED BY INDEPENDENT THIRD PARTY SELLERS, AND ARE BOUGHT BY INDEPENDENT BUYERS, WHO ARE NOT EMPLOYED BY OR RELATED TO SELLZILLA OR ANY OF ITS AFFILIATES.
- License: Subject to your compliance with these Terms, Sellzilla grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Sellzilla and Sellzilla’s licensors.
- Restrictions: You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Sellzilla; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
- Use of Other Applications: Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Services using applications developed for Apple iOS or Android powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.
- Ownership of Services: The Services and all rights therein are and shall remain Sellzilla’s property. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Sellzilla’s company names, logos, product and service names, trademarks or services marks or those of Sellzilla’s licensors.
- User Accounts: In order to use the Services and to purchase Articles, you must register for and maintain an active personal user account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Sellzilla certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Sellzilla’s termination of these Terms with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Sellzilla in writing, you may only possess one Account.
- User Requirements and Conduct: The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to buy or sell articles from Third Party Providers unless they are accompanied by you. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not, in your use of the Services, cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
- Offering Articles for Sale: If you are a Third Party Provider who is offering Articles for sale using the Services, by doing so you agree and acknowledge that (i) you have good and proper title to the Articles being offered for sale, free and clear of all encumbrances or restrictions on title or ownership, (ii) you are entitled to offer the Articles for sale using the Service, and (iii) the offering for sale, and the sale, of the Articles is lawful and in full compliance with all applicable laws and regulations.
- Text Messaging: By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from Sellzilla at any time by sending an email to [email protected] indicating that you no longer wish to receive such messages, along with the phone number of the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
- Promotional Codes: Sellzilla may, in Sellzilla’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s Articles, subject to any additional terms that Sellzilla establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Sellzilla; (iii) may be disabled by Sellzilla at any time for any reason without liability to Sellzilla; (iv) may only be used pursuant to the specific terms that Sellzilla establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Sellzilla reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Sellzilla determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
- User Provided Content: Sellzilla may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Sellzilla through the Services textual, audio, and/or visual content and information, including information related to Articles or commentary and feedback or questions related to the Services, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property but, by providing User Content to Sellzilla, you grant Sellzilla a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Sellzilla’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Sellzilla the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Sellzilla’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Sellzilla in its sole discretion, whether or not suFch material may be protected by law. Sellzilla may, but shall not be obligated to, review, monitor, or remove User Content, at Sellzilla’s sole discretion and at any time and for any reason, without notice to you.
- Network Access and Devices: You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Sellzilla does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
- Payment: You understand that purchasing Articles using of the Services will result in charges to you for the Articles you order from a Third Party Provider (“Charges”). After you have purchased Articles obtained through your use of the Service, Sellzilla will facilitate your payment of the applicable Charges on behalf of the Third Party Provider as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Sellzilla. You retain the right to request lower Charges from a Third Party Provider for Articles received by you from such Third Party Provider at the time you order such Articles. Sellzilla will respond accordingly to any request from a Third Party Provider to modify the Charges for a particular Article. All Charges are due immediately and payment will be facilitated by Sellzilla using the preferred payment method designated in your Account, after which Sellzilla will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Sellzilla may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available. As between you and Sellzilla, Sellzilla reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Sellzilla’s sole discretion. Sellzilla may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to shipping by the Third Party Provider, in which case you may be charged cancellation and shipping fees. This payment structure is intended to fully compensate the Third Party Provider for the Articles provided.
- Acceptance of Stripe Terms of Service: Payment processing services for the purchase and sale of Articles on Sellzilla are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these Terms, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Sellzilla enabling payment processing services through Stripe, you agree to provide Sellzilla accurate and complete information about you and your business, and you authorize Sellzilla to share it and transaction information related to your use of the payment processing services provided by Stripe.
- DISCLAIMER: THE SERVICES AND ALL ARTICLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SELLZILLA DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SELLZILLA MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SERVICES OR ANY ARTICLES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SELLZILLA DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY ARTICLES REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- LIMITATION OF LIABILITY: SELLZILLA SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES OR THE PURCHASE OR SALE OF ARTICLES USING THE SERVICE, EVEN IF SELLZILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLZILLA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF SELLZILLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLZILLA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SELLZILLA’S REASONABLE CONTROL. SELLZILLA’S SERVICES MAY BE USED BY YOU TO REQUEST ARTICLES FROM THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SELLZILLA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY ARTICLES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
- Indemnity: You agree to indemnify and hold Sellzilla and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including legal fees and expenses) arising out of or in connection with: (i) your use of the Services or Articles obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Sellzilla’s use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.
- Governing Law; Arbitration: Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of British Columbia, excluding its rules on conflicts of laws. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). he Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be within British Columbia. The language of the mediation and/or arbitration shall be English. The existence and content of the mediation and arbitration proceedings shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
- Claims of Copyright Infringement: Claims of copyright infringement should be sent to Sellzilla’s designated agent. Please visit Sellzilla’s web page at https://www.Sellzillaapp.com/legal for the designated address and additional information.
- Notice: Sellzilla may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Sellzilla by written communication to Sellzilla's address at xxxxxxx
- General: You may not assign or transfer these Terms in whole or in part without Sellzilla’s prior written approval. You give your approval to Sellzilla for it to assign or transfer these Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Sellzilla’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Sellzilla or any Third Party Provider as a result of the contract between you and Sellzilla or use of the Services. If any provision of these Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Terms. These Terms constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words “including” and “include” mean “including, but not limited to.”