Merchant Service Agreement
MERCHANT SERVICE AGREEMENT FOR THE USE OF
LIVE SHOP BUY, INC.
PLEASE READ THESE TERMS AND CONDITIONS OF USE ("AGREEMENT" OR "TERMS AND CONDITIONS") CAREFULLY BEFORE USING THE WEBSITE, MOBILE APPLICATIONS, AND OTHER MARKETING SERVICES OFFERED BY LIVE STORE BUY, INC., AND ITS SUBSIDIARIES (COLLECTIVELY, "LIVESHOPBUY "). THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEBSITE AT WWW.LIVESHOPBUY.COM (THE "SITE"), MOBILE APPLICATIONS, AND ALL OTHER ADVERTISING AND MARKETING SERVICES PROVIDED BY LIVESHOPBUY (COLLECTIVELY, THE “SERVICES”).
The Terms are a legally binding contract between you and your company and Live Store Buy Inc., (referred to as “LiveShopBuy”).
LiveShopBuy’s is an online website dedicated to helping local businesses and home office businesses ("Merchants") to market and grow their businesses by allowing them to advertise, market and sell products and/or services to consumers. The objective is to give local Merchants a Platform which allows consumers to easily find, interact, share and purchase goods and services on the LiveShopBuy Platform and for Merchants to have a sales and marketing channel that enables merchants to reach and engage consumers and build their business in an easy and effective manner.
A transaction is created when a consumer (also known as "Buyer") places an order or interacts in a Merchant's Store on the LiveShopBuy Platform. The buyer receives a notification regarding the order and the Merchant receives a notice in its LiveShopBuy Merchant account. A transaction is completed upon payment from the buyer and shipment of the products, delivery of a coupon, and or services rendered by the Merchant are completed. LiveShopBuy offers a direct payment service to facilitate a Merchant's transactions with its customers and is not a buyer of any products related to the transaction between the buyer and Merchant. LiveShopBuy does not transfer legal ownership of Products from Merchant to buyer (though on occasion, LiveShopBuy may be a Merchant of Products on the LiveShopBuy Platform and sell its products and/or services).
1. Application and Approval
Merchant shall set up a Merchant account on the LiveShopBuy Platform through the LiveShopBuy.com website portal and fill out all applicable information. LiveShopBuy accepts only small businesses onto the LiveShopBuy Platform and reserves the right not to accept, within its sole discretion any Merchants that do not meet its standards. Furthermore, LiveShopBuy reserves the right to remove from the LiveShopBuy Platform any Merchant or product(s) at our sole discretion.
1b. Upgrade, Downgrade and Cancellation policy.
You may upgrade your membership level at any time. Your account will be prorated the difference from your current level to the upgraded level.
You may downgrade your monthly membership subscription before the next billing cycle. Then your new downgraded membership will start in the next cycle. You will be given instructions on how to reduce the number of SKUs you have if the number of SKUs in your current membership level is more than allowed in the downgraded level.
You may cancel your monthly membership at any time before your next billing cycle. If you cancel before the month is up, you still pay for the full month. Your account and all inventory shall be deleted at that time. Caution should be used when cancelling. It is advised to downgrade to the Basic Membership level to ensure your business listing stays in our national and local directory and is accessible to your local community
Annual Downgrade or Cancellation
If you committed to an annual membership you may downgrade your annual membership only when renewing your plan at the end of your contract period. If you cancel your subscription before the year is up, you still pay for the full year. You will be given instructions on how to reduce the number of SKUs you have if the number of SKUs in your current membership level is more than allowed in the downgraded level. If you cancel your account, your company profile and all inventory will be deleted at the end of your contract period. Caution should be used when cancelling. It is advised to downgrade to the Basic Membership level to ensure your business listing stays in our national and local directory and is accessible to your local community.
2. Selling Policy.
All listings on LiveShopBuy must be for sale. By listing an item on our Site you warrant that you and all aspects of the item comply with the LiveShopBuy's published policies. You also warrant that you may legally sell the product and or service ("Item") listed in your store. You must accurately describe your item and all terms of the item in your LiveShopBuy Store. Your item listings may only include text descriptions, graphics, pictures and other content relevant to the product or service. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical. Each unique item must have its own listing
All Merchants are urged to outline and post their own Store policies for their LiveShopBuy Store. These policies may include for example: shipping, returns, payment, warranties, refunds and selling policies. Merchants must create reasonable policies in good faith and must abide by such policies. All Store policies must comply with LiveShopBuy's site-wide policies. Merchants are responsible for enforcing their own Store policies and LiveShopBuy reserves the right to request that a Merchant modify their own Store policy to coincide with the basic LiveShopBuy platform policies.
3. Your LiveShopBuy Account
After a Merchant creates a LiveShopBuy account and to use any and all of our Services, a Merchant is required to follow the rules and regulations stated below:
A. You must be a legal entity (company, LLC, partnership, corporation, etc) with a tax ID # to use our Services. Otherwise, you may be approved with your social security number.
B. You must list your Legal Merchant Name. Your Legal Merchant name on our site, should be the Company Name you use to market and sell your products and/or services. This name will be displayed on our site so customers will recognize your company and your brand.
D. Your personally responsible for your Merchant account. The majority owner (s) of the Merchant account is solely responsible for any and all activity on your Merchant account. If you’re sharing an account with other people, then the person whose billing information is on the account will ultimately be responsible for all activity. If you’re registering as a business entity, you are personally guaranteeing that you have the authority to agree to the Terms on behalf of the business. Also all Merchant accounts are not transferable.
E. Protect your password. We take security very seriously and so should you. You as the authorized person for your company are solely responsible for any and all activity on your account, so it’s important to keep your account password secure. Passwords should also be designed to be complicated and hare to figure out. They should contain multiple characters with both upper and lower case as well as numbers and symbols.
4. Your Content
Any content that a Merchant post using our Services belongs solely to the Merchant (referred to as “Your Content”). We don’t make any claim to it. That includes anything you post using our Services (like usernames, Store names, profile pictures, listing photos, listing descriptions, reviews, comments, videos, etc.).
A. Responsibility for Your Content. You understand that you are solely responsible for Your Content. You represent that you have all necessary rights to Your Content and that you’re not infringing or violating any third party’s rights by posting it on our site.
B. Rights to use your Content. By posting Your Content with us, you grant LiveShopBuy a non-exclusive, worldwide, royalty-free, irrevocable, sub-licensable and a perpetual license to use, display, edit, modify, reproduce, distribute, Store, and prepare derivative works of Your Content to provide the Services and to promote LiveShopBuy, your LiveShopBuy Store, and/or the Services in general, in any formats and through any channels, including across any LiveShopBuy Service or third-party website or advertising medium.
C. Reporting Unauthorized Content. LiveShopBuy has great respect for intellectual property rights, and is committed to following appropriate legal procedures to remove infringing content from the Services. If content that you own or have rights to has been posted to our Services without your permission and you want it removed, please contact us at sales@LiveShopBuy.com and we will help you with this. If Your Content infringes another person’s intellectual property (IP), we will remove it if we receive proper notice and we will notify you if that happens.
E. Inappropriate, False or Misleading Content. You agree that you will not post any content that is abusive, threatening, defamatory, obscene, vulgar or otherwise offensive or in violation of any part of our Terms and Conditions. You also agree not to post any content that is false and misleading or uses the Services in a manner that is fraudulent or deceptive.
F. Content Product and Services Approval and Rejection. LiveShopBuy shall have the right to accept, reject or withdraw approval of any Product or Service in its sole and absolute discretion. Merchant shall not submit, and is not permitted to market or sell, any offensive or illegal products, or products that do not comply with LiveShopBuy's Merchant Terms, Policies and guidelines that are made available in the LiveShopBuy website pages (which LiveShopBuy reserves the right to change and update from time to time) or any products that Merchant is not authorized to sell. Merchant acknowledges and agrees that LiveShopBuy has the right in its sole discretion to take down information and content, and block sales of any Products and/or Services at any time for any reason.
G. Content Product & Service Endorsement. Merchant acknowledges and agrees that any endorsement of any Product and or Service by a customer of the LiveShopBuy Platform is solely within the discretion of such customer and that LiveShopBuy cannot and will not require any such customer to endorse or share any Product. Merchant further agrees that it will not publicize or disclose such endorsement outside of the LiveShopBuy Platform without both LiveShopBuy's and the endorsing customer's prior written consent. Merchant further acknowledges and agrees that while LiveShopBuy, in its own discretion, may make commercially reasonable efforts to investigate and remove any comments which the Merchant deems fraudulent or misleading, LiveShopBuy is not responsible for and has no control over any statements, comments or other content any customer makes in connection with a Product and Merchant releases LiveShopBuy from all liability in connection with any damages or losses suffered by Merchant in connection with any such statements, comments or other content.
5. Products and Product Listing's
A. Product and listings thatdo not comply with LiveShopBuy’s policies may result in suspension of the Merchant store account privileges and/or termination. Suspended or terminated merchants remain obligated to pay LiveShopBuy for all unpaid fees and services that have already been accrued.
Merchants must adhere to the following rules as it relates to product sales and descriptions:
- The merchant must be an authorized, licensed, or otherwise approved reseller and distributor of any goods that are manufactured or trademarked by another party.
- Products may not infringe upon others' patents, copyrights, and trademark rights.
- Product descriptions and photos must accurately describe the item for sale. They may not promise or suggest results involving luck, magic, psychic phenomena, or chance-based outcomes.
- Product names and descriptions may not include other brand names, e.g. for comparisons.
- Product names and descriptions may not describe or suggest drug-like substances, or make medical claims about an item.
- Each product must be available for purchase.
- A product may not be created for the sole purpose of sharing photographs or other information.
- A product may not be created solely as an advertisement to drive traffic to another site. This includes notices of sales or promotions.
- The Merchant will not price the product (including the shipping) at a higher price than the product is listed on its own website or on any known third-party website.
- A product should not be created with an inaccurate price in order to keep it from selling.
- The shipping price must be reasonable for the item. However, we recommend free shipping wherever possible. LiveShopBuy’s sales administration fees are extremely low as compared to other marketplaces and so your margins will be higher allowing you to offer free shipping wherever possible.
- The merchant will not import goods into the US that were intended for distribution elsewhere, are embargoed, or are from prohibited countries.
- The merchant will not ship from international locations.
- Products must be maintained in stock and be shipped by the LiveShopBuy Merchant.
- Each unique item must be its own product.
- The Merchant may group items as a set into a single product if the items are being sold and shipped together.
- The Merchant may not use LiveShopBuy to direct shoppers to another selling venue to purchase the same items as listed at LiveShopBuy, as this may constitute fee avoidance. This includes posting links/URLs or providing information sufficient to locate the other online venue(s).
The following products may only be listed and sold if approved by the LiveShopBuy management team:
- Cell phones, unlocked cell phones, and cell phone and wireless service contracts.
- Collectibles, collectible books, entertainment collectibles, and sports collectibles.
- Dietary supplements, energy food and drinks; or nutritional supplements.
- Donations and the advertised sharing of a portion of profits. Charity, fundraising, tax deductible contributions, causes.
- Plants and seeds, weeds.
- Religious items and iconography.
- Self balancing scooters / hover boards.
6. Acceptable Use Policy
7. Shipping and Inventory
Merchant shall be solely responsible for all customer purchase order fulfillment, shipping, returns, warranties and other issues at Merchant's expense. Merchant shall ship the Products for orders placed through the LiveShopBuy Platform to the address of the customer (or the customer's intended recipient). All items must ship the same day and at the time the corresponding order was placed on the LiveShopBuy Platform unless that time is after regular business hours of the merchant. Unless otherwise specified by Merchant, all shipments of Products listed by merchant as "Free Shipping" shall be shipped Delivered Duty Paid to customer's designated address (or DDP, meaning that Merchant is responsible for delivering Products to the address of the customer or customer's intended recipient, and shall pay all costs, including relevant import duties and taxes, to ship Products to their destination). All shipping prices will be calculated through LiveShopBuy’s shipping accounts with the major carriers. LiveShopBuy will collect from the customer all shipping costs unless item qualifies for free shipping.
Merchant shall keep LiveShopBuy apprised, via the LiveShopBuy Platform, of all inventory levels, inventory changes, and lead times for any out of stock Products. Merchants who do not keep LiveShopBuy appraised of inventory levels may be subject to cancelation of their LiveShopBuy membership and with no refunds to any pre-paid membership.
8. License to Use Our Services
We grant Merchants a limited, non-exclusive, non-transferable and revocable license to use our Services, subject to the Terms and the following restrictions in particular:
A. The Laws. You agree that you will not violate any laws in connection with your use of the Services. This includes any local, state, federal and international laws that may apply to you. For example, it’s your responsibility to obtain any permits or licenses that your Store requires; you may not sell any product or service that violates and U.S. or International Laws, and don’t commit fraud, theft or any other crimes against LiveShopBuy, another LiveShopBuy user or any third party.
B. Billing. Merchants are responsible for paying all fees that are owed to LiveShopBuy.
C. Theft of Services. You agree not to “crawl,” “scrape,” or “spider” any page of the Services or to reverse engineer or attempt to obtain the source code of the Services. If you want to use our API, please contact us at sales@LiveShopBuy.com.
D. Harm Our Services and/or Systems. You will not distribute any virus or other harmful computer code through the Services that could potentially harm our systems.
E. Trademark Policy. The name “LiveShopBuy,” and the other LiveShopBuy marks, phrases, logos and designs that we use in connection with our Services, are trademarks, or service marks of LiveShopBuy. If you’d like to use our trademarks, please contact us for more information at legal@liveShopBuy.com.
F. Electronic Communication. By becoming a LiveShopBuy Merchant, you are agreeing to our Electronic Communication Policy. Since we will need to contact you periodically about our services and additional pertinent information, this policy allows LiveShopBuy to send you all information electronically by email instead of mailing you out paper copies. This policy covers all of those messages, including and limited to the terms, policies and user agreements applicable to your use of the Services, billing statements, transaction information, privacy disclosures, sales statements and other legal documents that will be provided to you electronically (collectively, the “Electronic Communications”). You also agree that your agreement with the electronic communication terms and conditions has the same legal effect as if you had signed an agreement on paper.
9. Fees, Payment Services, Refunds and Taxes
A. Sales Fees: LiveShopBuy charges no listing but a monthly service fee and a sales administration fee. Our fees are listed on our Merchant site as well as on our sales platform when you sign up for an account. Monthly fees will be billed to your credit card either monthly or annually depending on which membership program you signed up for. Since we are collecting all consumer sales fees directly from the customer, LiveShopBuy will deduct its sales administration fees from the total sale price excluding any sales tax that must be charged and remit the rest (known as the “Commission”) to the Merchant.
B. Credit Card Payment and Processing through PayPal: LiveShopBuy Merchants are eligible to use the LiveShopBuy merchant services we provide and are obligated to pay the cost of these services, LiveShopBuy will provide these services at a cost of 3% to the Merchant. Paypal also charges a transaction fee which is paid by LiveShopBuy and not passed on to the merchant.
C. Advertising Fees: If you are interested in advertising with us you will be charged separate advertising fees over and above any additional fees. Advertising fees vary by opportunity and will be clearly stated in our Advertising Insertion Order. To find out more contact firstname.lastname@example.org
D. Shipping Fees: Merchants are responsible for all shipping charges. LiveShopBuy offers you multiple shipping options to charge customers for shipping. Please be careful to enter the correct weigth and package demensions for your products as shippers go by the higher of the demension of the package or the weight. Buyers pay shipping costs at check-out and shippers bill LiveShopBuy. Merchant will receive and have the ability to print a pre-paid shipping label when merchant processes the order. Shipping labels are generated on all orders expect those identified by the merchant with Free Shipping where the Merchant is responsible for delivering Products to the address of the customer or customer's intended recipient, and shall pay all costs to ship Products to their destination
E. Taxes: LiveShopBuy is not responsible for the collection of sales tax unless merchant sells taxable items and the correct sales tax class, rate and rules have been created. Sales tax collected is passed to the merchant and the merchant is responsible for paying any and all taxes that LiveShopBuy collects for you. Merchants shall set up their sales tax rules, rates and tax class before uploading products. Sales tax reports are available in merchant's dashboard.
F. Miscellaneous: The transactions between LiveShopBuy and Merchant is for payment only and LiveShopBuy is not the buyer of any Products and/or Services. LiveShopBuy reserves the right to place limits on transactions between all or some buyers and Merchant if LiveShopBuy suspects fraud. Such limitations may be in the form of number of transactions or value of items. LiveShopBuy shall not be liable to Merchant if LiveShopBuy opts not to proceed with a transaction based on the foregoing limitations. LiveShopBuy reserves the right to refuse the direct payment service to Merchant or any of its customers at any time for any reason. LiveShopBuy reserves the right to terminate Merchant if LiveShopBuy has reason to believe, in its sole discretion that Merchant is using the direct payment service to transfer funds not related to the sale of Products. LiveShopBuy may decline transactions that LiveShopBuy believes, in its sole discretion, pose a high risk of fraud.
10. Commissions and Refunds:
A) Commissions: LiveShopBuy agrees to pay “Sales Commission Payments (“Commissions”) to Merchants for its total sales upon verification of shipment from the LiveShopBuy Merchant dashboard. All commissions will be the total amount of each sale, plus sales tax collected, minus the LiveShopBuy Sales Administration Fee plus credit card processing fee.
Once Merchant ships and confirms shipment in their Dashboard, a tracking number is provided by the shipping carrier, LiveShopBuy will consider the corresponding sale for the Product complete. The proceeds from the sale will show in Merchant's account, less any applicable commissions (as discussed below), shipping cost if shipped as a free item and less the payment processing fee (as discussed below). Merchant acknowledges that any and all refunds, adjustments, credits or other amounts that would result in a deduction in connection with any Products sold shall be applied against any corresponding payment made to Merchant.
- LiveShopBuy can only deposit funds into merchants PayPal account.
- LiveShopBuy will initiate transfers for payments relating to completed sales of Products as follows: All orders confirmed shipped between the 1st and 15th of the month are paid on the 1st day of the following month and all orders confirmed shipped between the 16th to the last day of the month are paid on the 15th day of the following month.
- LiveShopBuy reserves the right to hold or delay funds based on reasonable information available if LiveShopBuy believes that a transaction may result in a return, dispute, chargeback or other claim. Such determination shall be made at LiveShopBuy's sole discretion, however, any hold or delay of funds will not last longer than 60 days before a resolution will be given. LiveShopBuy will notify Merchant via email if a hold occurs. LiveShopBuy shall not be liable to Merchant for any acts or omissions in accordance with the foregoing.
- Merchant must provide complete and accurate Paypal user name (account) information so that it remains current and accurate at all times during the term of the Agreement.
B. Refunds: LiveShopBuy as the sole entity collecting funds on behalf of Merchant, reserves the right to seek reimbursement from Merchant if LiveShopBuy issues a refund, at its sole discretion, receives a chargeback or finds errors related to duplicate payments or duplicate transactions for which Merchant was paid. LiveShopBuy reserves the right to seek reimbursement through deduction of future payments, charging Merchant's credit card account or other means necessary, including retaining a reserve of Merchant's funds earned through the LiveShopBuy Platform or pursuing debt collections. Merchant hereby authorizes such means of collection should they become necessary.
C. IRS Reporting: Internal Revenue Service regulations require that any U.S. third-party payment settlement entities, including LiveShopBuy, file Form 1099-K to report gross sales for Merchants that meet both of the following in a calendar year (reporting): (i) the gross amount of the total reportable payment transactions exceeds $600; and (ii) the total number of such transactions exceeds 200. As a result of these regulations, LiveShopBuy requires Merchants to provide accurate tax ID information and verification of the foregoing information regardless of Merchant's sales volume on the LiveShopBuy Platform.
11. Loyalty and Free Shipping Program
LiveShopBuy's Loyalty Rewards Program allows customers to collect and use rewards point credits called LiveShop BuyCoins. Merchant may set a percentage of the product pricing to be collected in BuyCoins (BC). This percentage can be a minimum 10% to a maximum 50% of the product price and can be increased or decresed by the Merchant at any time via the product listing. If customer uses BCs in a purchase the customer's BCs are transferred to the merchant's account and become the property of the merchant. The merchant may use the BCs to make purchases of products or may cash them into Gift cards that can be used at check-out. Its beneficial to accept BCs for two reasons:
a) 68% of all Shoppers perfer to shop on with merdhants and products that offer and accept reward points. On LiveShopBuy we reward each shopper with reward points equal to and up to double (depending on their reward level) the total purchase.
b) By accepting reward points on each product, merchants can actually earn more. The margins (commissions) charged on the sale of a product is not charged on that portion of the price that is paid with BCs. For example, take a merchant on the Premium plan at a 10% comp: A $100 item with no BCs nets the merchant $90.00 less credit crad processing fees. In the same example a $100.00 item with 10% of the items price alowed to be paid in BCs would net the merchant $81.00 less credit card processing fees plus have $10.00 in BCs that can be spent on products or later cash out for gift cards. See LiveShopBuy's Reward policy here https://liveshopbuy.com/index.php/liveshopbuy-reward-points
Merchants do not have to participate in LiveShopBuy's reward program.
Consumers (buyers) are more comfortable shopping with Merchants who accept returns, even though many buyers may never return an item. We've found that items that have clear return policies typically sell better than items that don't. So for this reason we expect all Merchants to post a return Policy in their store profile.
We require all Merchants on LiveShopBuy to specify a return policy, whether the policy is to accept returns or not. We encourage you to offer a buyer-friendly return policy of 14-30 days with at least a minimum of 14 days which in our minimum requirement if offering a return policy. A generous return policy of 30-60 days can help you qualify as a Top Rated Merchant and attract more consumers to buy from you. Accepting returns can also provide your buyers with a way to resolve concerns.
If you accept returns, a buyer can return an item for any reason, even if they change their mind about a purchase. This is true as long as the return meets your return requirements, for example, returning an item within your stated time frame, and meeting item condition requirements and returning all packaging, manuals, accessories, chargers, cords, etc. See our Customer Return Policy for more details on returns. Please use the RMA section in your dashboard to handle all returns.
13. Customer Service
Merchant understands that they are solely responsible for all their own customer service issues regarding their products, services, shipping, returns, warranties and other typical business service issues at Merchant's expense. LiveShopBuy will also use commercially reasonable efforts to assist Merchant in facilitating its basic customer service needs. This may include (but is not limited to) assistance with questions related to order tracking, assistance with how to make carrier claims of lost or damaged shipments, assistance processing returns including provision of return shipping labels to customers and initiation of the return in the LiveShopBuy Platform, cancellation of orders due to customer request or credit card issues, referral of any customer questions relating to a particular Merchant to that Merchant and re-issue of credits to customers as appropriate. LiveShopBuy reserves the right to decline to assist Merchant in conjunction with certain customer service functions. Merchant acknowledges and agrees that LiveShopBuy does not guarantee that it will answer or resolve any or all customer service inquiries, issues or disputes.
LiveShopBuy Merchant's shall carry product liability insurance in an amount that meets or exceeds industry-standards for Merchant's sales of Products and other activities on the LiveShopBuy Platform throughout the term of this Agreement and for three (3) years thereafter and shall ensure that such insurance covers LiveShopBuy, its members, curators, insiders and its customers with respect to any and all products or services it supplies to LiveShopBuy and its customers. Merchant shall ensure that such policies shall apply as primary insurance without any right of contribution by any insurance that may be carried by LiveShopBuy. LiveShopBuy from time-to-time may request Merchant to provide proof of insurance or other evidence of compliance with the foregoing to LiveShopBuy's reasonable satisfaction. Merchant shall provide LiveShopBuy with at least 30 days' advance written notice of any cancellation or reduction in coverage.
16. Buyer and Merchant Disputes
If a dispute arises with a consumer or another user of LiveShopBuy’s Services or a third party, we encourage you to contact the other party and try to resolve the dispute amicably. If for some reason Merchant is unable to resolve a dispute related to a transaction on our website and/or services. LiveShopBuy will attempt to help you resolve disputes in good faith and based solely on our interpretation of our policies. LiveShopBuy has no obligation to resolve any disputes, and Merchant will release LiveShopBuy from any claims, demands and damages arising out of disputes with other users or parties.
17. Resolution of Discrepancies
Merchant and LiveShopBuy shall negotiate in good faith to resolve any discrepancies arising from or relating to the Terms. In connection therewith, both parties shall promptly provide each other with all reasonably requested documentation and other information with respect to such discrepancies.
Dispute Resolution: This section governs any dispute, disagreement, claim or controversy between the Merchant and LiveShopBuy arising from or related to the Terms (a “Disputed Matter’). All disputed matters shall be referred jointly to the owners of each of the Parties. If such owners do not agree upon a resolution within thirty (30) days after referral of the matter to them, the Parties shall proceed with binding arbitration as follows:
Any and all disputes, controversies or claims arising out of or in connection with this letter of breach, termination, validity thereof, or the work performed hereunder shall be settled by final and binding arbitration in accordance with the American Arbitration Association (“AAA”) rules as presently in force. The appointing authority shall be the AAA. The arbitration shall be heard and determined by three arbitrators. Each Party shall name one arbitrator. The appointing authority shall name the third arbitrator. If one of the arbitrators is unable to serve, due to death, disability or other reason, the Party appointing said arbitrator shall appoint a replacement arbitrator. The place of arbitration shall be in the state of New Jersey. The award shall be made and payable in U.S. dollars, free of any tax or other deductions. The award may include interest from the date of any breach or other violation of this Agreement. The arbitrators shall fix the appropriate rate of interest from the date of the breach or other violation to the date that the award is paid in full. In no event, however should the interest rate during such period be lower than the prime commercial lending rate for favored borrowers from time to time by the wall Street journal. The parties may stipulate whether discovery will be limited or broad ranging. If the parties fail to so stipulate, the appointing authority will determine the method of discovery that will be used. Parties may introduce expert witnesses. The arbitration panel possesses broad authority to issue interim measures of protection. All notices to be given in connection with the arbitration shall be in writing.
18. Electronic Communications
LiveShopbuy from time-to-time is required to provide merchants with certain information related to sales, marketing, legal disclosures, billing, tax and other legal and non-legal documents in writing. By using our services and signing up as a Merchant you agree to give LiveShopBuy consent to provide you with any and all legal and non-legal documents electronically through email. You also agree that by receiving and opening an email your electronic signature on agreements has the same legal effect as if you had signed them on paper. If you do not agree to the terms of this Policy, you may not use our Services.
To ensure that you receive Electronic Communications from LiveShopBuy, you must have a valid and working email address in your merchant contact information in your LiveShopBuy account. LiveShopBuy is not responsible for your failure to receive Electronic Communications if you fail to have an invalid or non-working email addressed to update your contact information.
These Terms may be amended and/or updated from time to time. If we believe that the changes are material, we will do one (or more) of the following: (1) posting the changes through the Services or (2) sending you an email or message about the changes. Changes will be effective upon the posting of the changes. You are responsible for reviewing and becoming familiar with any changes. Your use of the Services following the changes constitutes your acceptance of the updated Terms.
20. Complete Terms
21. LiveShopBuy Warranties
LIVESHOPBUY REPRESENTS AND WARRANTS TO CUSTOMER THAT DURING THE TERM IT WILL PROVIDE THE SERVICES INCLUDING THE SUPPORT SERVICES IN A MANNER CONSISTENT WITH THIS AGREEMENT. LIVESHOPBUY DOES NOT WARRANT THAT CUSTOMER’S USE OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
22. Merchant Warranties
MERCHANT REPRESENTS AND WARRANTS THAT: MERCHANT HAS THE LEGAL POWER TO ENTER INTO THIS AGREEMENT. MERCHANT SHALL BE RESPONSIBLE FOR THE CONTENT AND THE OPERATION OF AND TRANSACTIONS PROCESSED THROUGH THE WEBSITES. LIVESHOPBUY SHALL NOT BE LIABLE TO MERCHANT, ANY USER OR ANY THIRD PARTY FOR ANY USE OF OR INACCURACY IN ANY CONTENT OR FOR ANY TRANSACTIONS PROCESSED THROUGH THE WEBSITES.
EXCEPT AS SPECIFICALLY SET OUT IN THIS SECTION THE SERVICE IS PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS AND/OR WARRANTIES AND OR CONDITIONS OF ANY KIND. LIVESHOPBUY AND ITS LICENSORS AND/OR SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE SERVICE PROVIDED UNDER THIS AGREEMENT AND LIVESHOPBUY SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY REPRESENTATIONS,WARRANTIES AND/OR CONDITIONS AGAINST NON-INFRINGEMENT AND ANY AND ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
24. Limitation of Liability
IN NO EVENT SHALL LIVESHOPBUY BE LIABLE TO THE CUSTOMER FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT LIVESHOPBUY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL LIVESHOPBUY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE.
A. Confidential Information: Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, customers, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agreements with it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information.
B. Injunctive Relief: Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its Confidential Information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.
C. Other Exceptions: Notwithstanding the foregoing provisions in this Section, the parties may disclose this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of the Agreement; (v) in confidence, to auditors, accountants and their advisors; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an Affiliate of a party, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of this Agreement. For greater certainty, nothing in this Section 25 will diminish a receiving party’s obligations under this Agreement to comply with applicable privacy and personal information protection laws.
26. Relationship of Parties
Either Party shall act as an independent contractor and not an employee of either of the Parties for any purpose whatsoever. Neither Party shall have any authority to execute any document on behalf of the other Party or bind the other Party in any way whatsoever. The Parties shall not have any right to require the other Party to take any actions or devote any specific time or efforts whatsoever with respect to its Business and or Services.
Merchant may not assign this Agreement without the prior written consent of LiveShopBuy. LiveShopBuy may assign this Agreement at any time.
28. Compliance with laws
Each party agrees to fully comply with all export, re-export and import restrictions and regulations of all agencies and/or authorities in the U.S. and any other applicable countries.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement shall remain in full force and effect.
30. Force Majeure
Except for obligations to pay any fees under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including but not limited to acts of God, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party). If either party’s performance is prevented by a force majeure event for a period of more than thirty (30) calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable immediately prior to the commencement of such force majeure event.
Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Effective Date and shall remain in force for an initial term of one (1) year (the “Initial Term”), automatically renewable annually beginning on the one-year anniversary of the Effective Date. Following the Initial Term, Customer may terminate this agreement at any time with at least thirty (30) days written notice.
Either party may terminate this Agreement with written notice if the other party: (i) assigns or attempts to assign this Agreement to a third-party; (ii) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (iii) ceases to carry on business as a going concern; or (iv) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party. (v) Upon any termination or expiration of this Agreement, Merchant shall fulfill any outstanding orders for Products upon LiveShopBuy's written request. For avoidance of doubt, termination of this Agreement or any order for any reason will not affect the obligations of Merchant with respect to returns, warranty, recalls, and customer service. The following Sections of this Agreement shall survive any expiration or termination of this Agreement or an applicable order for Products: Termination, Commissions & Refunds, Insurance, Resolution of Discrepancies, Electronic Communications, Returns and Transaction Disputes, Disclaimer, Ownership of the LiveShopBuy Platform, Indemnification, Insurance (for the period stated therein), Limitation of Liability, Confidentiality, Severability, Governing Law, Waiver, Relationship of the Parties and Entire Agreement.
Merchants agree to indemnify and hold harmless LiveShopBuy and its officers, directors, employees and other affiliates from and against all losses, claims, actions, suits, liabilities, damages, deficiencies, judgments, settlements cost of investigation and other expenses, including but not limited to interest, penalties and reasonable attorney's fees and disbursements incurred (whether or not a third party is involved) in investigating, preparing for or defending any litigation or other action commenced or threatened in connection with the foregoing (collectively, "Losses"), based upon or arising out of breach of any representation, warranty, covenant or agreement of either party contained in these Terms.
34. Governing Law
The Terms shall be governed and construed in accordance with the laws of the State of New Jersey applicable to Terms and/or agreements made and to be performed entirely within such State, without regard to the conflict of laws rules, and the laws of the United States of America.
35. Binding Provisions
This Agreement is binding upon, and inures to the benefit of, the parties hereto and their respective heirs, executors, administrators, personal and legal representatives, successors and permitted assigns.
36. Notices and Contact
Except as explicitly stated otherwise, any notices to LiveShopBuy shall be given by postal mail to LiveShopBuy at;
Attn: Legal Department
(in the case of LiveShopBuy) or in your case, to the email address you provide to LiveShopBuy (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, LiveShopBuy may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to LiveShopBuy. In such case, notice shall be deemed given three days after the date of mailing.
If you have any questions about the Terms and would like to contact us you can send an email to: email@example.com