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CA Marketplaces eCommerce Software Solutions

Terms of Service

User Agreement

We are committed to providing our members with the best features and service in the online marketplace management industry. If you are not an existing registered member, please review the following Terms of Service and check the appropriate check box on the Registration page to acknowledge that you understand and agree to our terms.

Acceptance of Terms

Completion of the registration process acknowledges Member's ("you" or "your") acceptance of CA Marketplaces, Inc., hereafter referred to as "Marketplaces" ("Us" or "Our") Terms of Service ("Terms") in its entirety. These Terms may be amended without notice at any time, and will take effect automatically fourteen (14) days after they are initially posted to the site. Your continued use of our services after that time constitutes your acceptance of the amended Terms.

Membership Eligibility

Marketplaces welcomes all parties over the age of eighteen (18) who may legally enter into and form contracts under applicable law. You are required to provide complete, current and truthful registration, billing and account information, and you are required to update said information within three (3) days subsequent to a change. Membership shall become active once accepted and acknowledged by Marketplaces. Memberships are not transferable.

Provision of Services

Marketplaces' site and services are provided on an "as is" and "as available" basis. Your access and use of the Marketplaces site, products and services is governed by and must be in accordance with the then current published Marketplaces policies and procedures. A summary of the User Policies are stated below, but please see Marketplaces' web-site for the most current policy and procedure statements. By submitting this registration and/or accessing Marketplaces' site or using Marketplaces services, you agree to comply with all such policies and procedures. Marketplaces and its suppliers make no representations and offer no warranty, express or implied. Marketplaces and its suppliers specifically disclaim all warranties of title, merchantability, fitness for a particular purpose, and non-infringement. Marketplaces makes no warranty that the service will meet your requirements or expectations, or will always be available, accessible, uninterrupted, timely, secure, or operate without error.

Content

You agree that the content you provide in using our services, including but not limited to data, images, communications and other materials transmitted to our site or transmitted relative to services offered on our site: will not violate any law, statute or ordinance; will not infringe any copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; will not be false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, or threatening.

You agree that you are solely responsible for the content you provide in using our services, including but not limited to data, images, communications and other materials transmitted to our site or transmitted relative to services offered on our site, and you will indemnify and hold harmless Marketplaces and our employees, officers, directors, agents and suppliers against any claim arising out of or related to your content.

You agree that any information or communications you transmit to us may be used by us for any purpose, including but not limited to reproduction, disclosure, transmission, publication, broadcast and posting; and Marketplaces is free to use any ideas, suggestions or other such concepts for any purpose, including but not limited to developing, manufacturing, and marketing products or services using such information.

Please also review what items and images constitute Prohibited and/or Restricted Content when utilizing Marketplaces.

Webloyalty Program

You agree to the marketing of the Webloyalty Program to your customers by means of a full page offer after the completion of purchases on your Marketplaces-hosted storefront or eBay listing, all on the terms specified herein and as more fully described in the Webloyalty Overview, Sample Customer Flow, Sample Promotion and Webloyalty Frequently Asked Questions, including, without limitation, the use of your storefront's or eBay listing's name and/or logo by Webloyalty on the co-branded offer page and in customer service and renewal correspondence with any of your customers who join the Webloyalty services.

You acknowledge that the means by which the Webloyalty Program is offered to your customers, the copy and/or creative of the co-branded offer, and the terms and conditions of the Webloyalty services offered to your customers (including the benefits offered and the monthly fees charged), are subject to modification and/or addition without notice to, or consent from, you.

You represent, warrant and agree that your privacy policy (if you have one) does, and shall at all times during the marketing of the Webloyalty Program, allow Marketplaces to pass a customer's personal information (including, without limitation, name, address and/or payment information) to Webloyalty, provided that the customer has consented to the sharing of such personal information, and consent to the use of such personal information by Webloyalty to enroll your customers in the Webloyalty services, renew any of your customers' membership in the Webloyalty services, provide customer service support for any of your customers who have joined the Webloyalty services, and for any other permissible purpose. You agree to indemnify, defend and hold harmless Webloyalty and Marketplaces from and against any and all liabilities, claims and expenses (including, without limitation, reasonable attorneys' fees) arising out of any breach by you of the representations, warranties and obligations of Merchant contained in this paragraph.

You acknowledge that Webloyalty shall have the right to directly bill and/or accept payment from any of Merchant's customers that join any Webloyalty service, whether or not such customers maintain their relationships with you and whether or not you continue to market the Webloyalty program.

You have the ability to disable the Webloyalty Program associated with your buyer's checkout at any time. You acknowledge and understand that each buyer must directly choose to participate and enroll in the Webloyalty Program and is in no way forced into participating in the program by you or Marketplaces

To disable Webloyalty, click the link to edit each of your StoreFront Profiles. Click your StoreFront Profile name. Under the Checkout Tab, click the Webloyalty Settings sub-menu. Click the "Don't include Webloyalty at the end of my checkout." radio button to opt-out. Repeat for each StoreFront Profile defined. **Note** that you must opt-out of Webloyalty in each of your Marketplaces StoreFront Profiles to completely disable this feature.

Conduct

You agree that you will not offer for sale through the use of our services any items that: violate any laws or statutes; are prohibited in any way through these Terms; and/or, you do not have the legal right to offer. You agree that you will comply with any and all applicable laws, statutes and ordinances while you use our services. You agree that you will comply with any and all terms and conditions of your agreement(s) with all third party marketplaces.

Account Termination

You may terminate your account at any time for any reason by going to the Account Closure Page . Your credit card will be billed for any incurred, but as of yet, unbilled services.

Marketplaces retains the right to cancel your account, deny you access to the site and/or our services, and remove all account information and associated content at any time, in our sole discretion, without notice. You agree that Marketplaces shall not be liable to you or any third-party for any termination of your access to our service.

Payment for Services

You agree to pay for all fees incurred on your account(s) through a valid credit card payable in U.S. dollars, in accordance with our current fee information provided on our fee schedule . You are responsible for paying all fees associated with using Marketplaces' service and web-site and all applicable taxes. Marketplaces reserves the right to institute or modify fees and fee policies for service(s) rendered, fourteen (14) days subsequent to notice on our site.

Compliance with Payment Card Industry (PCI) Data Security Standards

The provisions set forth in this Section apply to you, if you, or through a processor or other agent of yours, store, process, handle or transmit credit cardholder data in any manner. For purposes of this Section, the term "cardholder data" refers to the number assigned by the credit card issuer that identifies the cardholder's account or other cardholder personal information, and "Cardholder Association" refers to the issuing credit card association and includes but is not limited to American Express, Discover Financial Services, JCB, MasterCard Worldwide, and Visa International.. You agree that you shall at all times comply with the Payment Card Industry (PCI) Data Security Standards ("PCI DSS") requirements for cardholder data that are prescribed by the PCI Security Standards Council, as they may be amended from time to time (collectively, the "PCI Requirements"). Copies of current PCI Requirements documentation are available on the PCI Security Standards Council website at: https://www.pcisecuritystandards.org. You acknowledge and agree that cardholder data may only be used for assisting in completing a card transaction, for fraud control services, for loyalty programs, or as specifically agreed to by your Cardholder Association agreement or as required by applicable law. In the event of a breach or intrusion of or otherwise unauthorized access to cardholder data stored at or for you, you shall immediately notify Marketplaces and all appropriate parties, in the manner required in the PCI Requirements, and provide the Cardholder Association and/or the acquiring financial institution and their respective designees access to your facilities and all pertinent records to conduct a review of your compliance with the PCI Requirements. You agree to fully cooperate with any reviews of your facilities and records provided for in this paragraph. You agree also to maintain appropriate business continuity procedures and systems to ensure security of cardholder data in the event of a disruption, disaster or failure of Merchant's or your primary data systems. You and your successors and assigns shall comply with the PCI Requirements after termination of this Agreement. You agree to indemnify, defend and hold Marketplaces and our employees, officers, directors, agents and suppliers harmless from and against any loss, cost, damages, liability or expenses arising from or relating to your failure to comply with PCI Requirements.

Privacy

Marketplaces will diligently maintain the confidentiality of your account information subject to our Privacy Policy ; the Privacy Policy is a part of these Terms. Content that you divulge in public forums through the use of our service may be collected and used by others.

Limitation of Liability

In no event will Marketplaces or our suppliers be liable for lost profits or any special, incidental, indirect or consequential damages (however arising, including negligence) arising out of or in connection with these Terms, our site, our services and any inability to use such services. Additionally, because Marketplaces is not involved in the actual transaction between you and buyers, in the event that you have a dispute with one or more users or buyers, you release Marketplaces, and its officers, directors, agents, subsidiaries and employees, from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Marketplaces liability, and the liability of our suppliers, to you or any third parties in any circumstance is limited to the greater of (a) the amount of fees you pay to us in the month prior to the action giving rise to liability, or (b) $100. Some states do not allow the limitation of liability, so the foregoing limitation may not apply to you. If you are a California resident, you waive California Civil Code ยง1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Indemnification

You agree to indemnify, defend and hold Marketplaces and our employees, officers, directors, agents and suppliers harmless from and against any loss, cost, damages, liability or expenses arising from or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to Marketplaces; (b) any fraud, manipulation, or other breach of these Terms by you; (c) any third-party claim, action or allegation brought against Marketplaces arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or Marketplaces' provision of services or use of your account by any third party.

Limited Agency

You agree to authorize Marketplaces to access third-party marketplace(s) with which you have agreements, on your behalf, to retrieve and post information and materials necessary to provide our services to you, and you hereby appoint us as your agent for this limited purpose. You hereby permit us to use such retrieved information and materials to accomplish the foregoing, and to communicate with your customers on your behalf. You hereby acknowledge that our services may or may not provide all the information and functionality that you could obtain directly from the marketplace(s).

No Agency

You agree that except for the limited purpose stated above in the "Limited Agency" clause, you and Marketplaces are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

License

You agree to grant to Marketplaces a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright and publicity rights (but not other rights) you have in your content.

Notices

Marketplaces will provide notice to you at via email at the address supplied by you in your account information, and/or generally through our site.

Trademark Information

Marketplaces.com, Inc. retains all right, title and interest in and to its trademarks, service marks and trade names worldwide (collectively, the "Marks"). You will only use Marketplaces' Marks with the express permission of Marketplaces and then only in the manner authorized. Under no circumstances may you alter, modify, or change Marketplaces' Marks.

Intellectual Property

All content included or available on our site, including but not limited to images, iconography, graphics, buttons, logos and software is the property of Marketplaces.com, Inc. and/or third parties and is protected by copyrights, trademarks and/or other intellectual and proprietary rights. You may not sell, copy, alter or otherwise interfere with said content and software in any way other than that which is expressly allowed under these Terms.

Terms of Service Violations

If you believe that a violation of our Terms has occurred, please provide the following information:

  • your Marketplaces user name;
  • your telephone number and email address;
  • a description of the content or action you believe to be a violation;
  • the location on our site of the content or action you believe to be a violation.

In the event of a violation of these Terms, Marketplaces reserves the right to delete any and all images or other content you provide or transmit through the site, to suspend or deny you access to the our site and our services, or to terminate your account, in our sole discretion.

General

These Terms will be governed by the laws of the state of Georgia. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These Terms set forth the entire understanding and agreement between us with respect to the subject matter hereof. These Terms are not assignable, transferable or sublicensable by you without Marketplaces' prior written consent, and any such conveyance will be null and void. The sole jurisdiction and venue for actions related to the subject matter hereof will be the Georgia State and U.S. federal courts having within their jurisdiction the location of Marketplaces' principal place of business. Should Marketplaces prevail in any action or proceeding to enforce rights under these Terms, Marketplaces will be entitled to recover from you its costs and attorneys' fees. You agree that you are not entering into these Terms in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between these Terms and any document incorporated by reference into these Terms, these Terms will control. The use of headings is for convenience and will not affect the interpretation of these Terms.

User Policy

The User Policy sets forth the policies, terms and conditions applicable to your use of the Marketplaces sites, services, software and products. This Policy, along with the applicable agreement with Marketplaces that you acknowledged or executed and Marketplaces accepted or executed, governs your right to use the same. Marketplaces may add, delete, or modify this Policy, and/or its sites and their features and services, at any time without notice. Changes to this document will be posted on the Marketplaces site. All amended terms shall automatically be effective 5 days after they are initially posted on the Marketplaces' site. This Policy is effective as of June 7, 2006 for new customers and users, and as of June 21, 2006 for all users registered prior to June 7, 2006.

Eligibility

Marketplaces' services are available only to entities and persons who can form legally binding contracts under applicable law and may not be transferred or sold to another party. Without limiting the foregoing, Marketplaces' services are not available to minors or to person whose access Marketplaces suspends or terminates. If you do not qualify, you should not use the Marketplaces services.

To open a Marketplaces.com account, a member must submit a valid name, address, phone number, and email address. To take advantage of seller features of Marketplaces.com, a member must submit valid credit card and billing information. Required information is necessary for billing purposes, to provide and change necessary services, to resolve problems with a member's service, and/or to create and inform members of features and services that may better meet their needs.

You are responsible for the confidentiality of your username and password. In the event of a security breach, you are responsible for all charges incurred on your respective account(s) prior to notification of said breach to Marketplaces at support@ChannelAdvisor.com.

Service Use and Access

Marketplaces act as a passive conduit for your online distribution and publication of products, services and information. Your use of the Marketplaces site is at your own discretion and risk. You are solely responsible for any and all loss of data, damage to data or damage to your computer system resulting from any material or use of said material obtained from or through Marketplaces or its sites.

Marketplaces' site acts as a venue to allow just about anything, from anywhere and at anytime, to be bought or sold through either a storefront or an auction site. Marketplaces is not involved in the actual transaction between buyers and sellers, and as a result, has no control over the quality, safety or legality of the items advertised, the truth or accuracy of the listings, the ability of sellers to sell items or the ability of buyers to buy items. Additionally, Marketplaces cannot ensure that a buyer or seller will actually complete a transaction.

Marketplaces does not monitor or control the information or material provided by users through Marketplaces' system. You may find some user's information to be offensive, harmful, inaccurate, or deceptive, and should therefore use caution when using Marketplaces sites. Because the Marketplaces services are available via the Internet, please be aware that there are risks of dealing with minors, people acting under false pretense or foreign nationals.

Marketplaces' site and services are only intended for use with selling through online auction sites, storefront sites, and/or your own web site and shall not be used to: transmit or offer any unsolicited "spam" or unsolicited advertising; engage in fraud or other illegal activity; infringe on the intellectual property rights of others; upload, email or transmit any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or that may interfere with or disrupt the normal flow and operation of any system. While using our sites or services, you shall not Interfere, or attempt to interfere, with or disrupt our sites or services, and the servers or networks connected to our site, and shall not in any way interfere or attempt to interfere with any transaction conducted on our site. While using our sites or services, you shall comply with any and all applicable laws, statutes and ordinances and with any and all terms and conditions of your agreement(s) with Marketplaces and any and all third parties to the extent such are applicable. Marketplaces retains the right to block, suspend or deny access to the Marketplaces site, and/or our services, to any person or entity, in our sole discretion.

Content

The products, services, information and material that you and your customers, buyers or users provide while accessing, using or conducting business with or through the Marketplaces sites: (a) shall not be false, inaccurate or misleading; (b) shall not involve counterfeit or stolen items; (c) shall not infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (e) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene or harmful to minors; (g) shall not contain any viruses, Trojan horses, worms, time bombs or other harmful code or item that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) shall not link directly or indirectly to or include any products, services, information or materials that are prohibited under this Agreement.

The content you provide in using our services, including but not limited to data, images, communications and other materials transmitted to our site or transmitted relative to services offered on our site, and any such content offered on our site for your use will be used solely for the purpose of selling through online auctions, storefronts, and your own web site. Any and all HTML or similar coding generated on our site for your use will be used in its entirety without modification.

Without limiting any other remedies, Marketplaces may suspend or terminate your account if Marketplaces suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with Marketplaces' site. Additionally, Marketplaces retains the right to remove any and all content you provide in using our services, including but not limited to data, images, communications and other materials transmitted to our site or transmitted relative to services offered on our site, at any time, at our sole discretion.

Please also review what items and images constitute Prohibited and/or Restricted Content when utilizing Marketplaces.

Provision and Access to Sites and Services

Your use of our site is at your own discretion and risk. You are solely responsible for any and all loss of data, damage to data or damage to your computer system resulting from any material or use of said material obtained from or through our site and/or company. Marketplaces may add, delete, or modify the site and/or features and services at any time.

Copyright and Infringement

Marketplaces respects copyright laws and expects you to do the same. If you believe that infringing content is being hosted on our site, please provide Marketplaces with the following information:

  • a description of the copyrighted work that is believed to have been infringed;
  • the location on Our site of the content that You believe to be infringing;
  • your address, telephone number, and email address;
  • a statement by You that You believe in good faith that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g. fair use);
  • an electronic or physical signature of the copyright holder or a person authorized to act on behalf of the copyright holder; and
  • a statement by you, made under penalty of perjury that the above information is accurate and that You are the copyright owner or authorized to act on the copyright owner's behalf.

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