Merchant Terms

TERMS OF SERVICE FOR MERCHANTS

Please Read Carefully. 

Updated:  October 21, 2022

This terms of service for merchants (“Merchant TOS”) is between you (collectively, “you” and “your”) and Swati Garg, LLC and its subsidiaries and affiliates (collectively, “Company,” “we,” “our,” and “us”). This Merchant TOS governs your access to and/or use of the website, yourmindsetisyourpal.com, any applications related thereto, products, services and any sites Company has now or acquires in the future (collectively, the “Services”), including without limitation as it relates to you selling and/or advertising products and/or services by accessing and/or using our Services and/or interacting with customers and/or other users of the Services. You also agree to Company’s Privacy Policy, located at http://www.ymiyp.com/privacy-policy-4/ and consent to any personal information we may obtain about you being collected, stored and/or otherwise processed in accordance with the Privacy Policy and this Merchant TOS.  

IF YOU ARE AN INDIVIDUAL AGREEING TO THE TERMS OF THIS MERCHANT TOS ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ENTITY.  IF YOU DO NOT AGREE WITH THIS MERCHANT TOS, YOU MUST NOT USE THESE SERVICES.

By indicating your acceptance on the screen as it relates to this Merchant TOS and/or by accessing and/or using the Services, you acknowledge and agree that you have read, understand and agree to be bound by all of the terms and conditions of this Merchant TOS, as well as all other applicable rules or policies, terms and conditions or agreements that are or may be established by Company from time to time and the foregoing shall be incorporated herein by reference. The terms and conditions of this Merchant TOS will exclusively govern your access to and/or use of the Services.  

ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION CLAUSE BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND COMPANY WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT AND/OR CLASS-WIDE ARBITRATION.

  1. CHANGES TO TERMS

Company may, at any time, for any reason, make changes to the Services and/or modify this Merchant TOS in its sole and absolute discretion. If Company makes changes and/or modifications that affect your use of and/or access to the Services, we will post notice of the change and/or modification on this Merchant TOS page and change the ‘Updated’ date set forth above.  You agree that your continued use of the Services following changes and/or modifications will constitute your acceptance of such changes and/or modifications.  We may also provide you additional forms of notice as appropriate under the circumstances.  If you do not agree to the changes, you shall close your account (if applicable) and shall not use the Services offered after the effective date of the changes and/or modifications.  Please revisit this Merchant TOS regularly to ensure that you stay informed of any changes and/or modifications.

  1. OVERVIEW

Company provides a platform called “Your Mindset is Your Pal”, which allows customers and merchants that comply with our policies and procedures to locate, market, buy, sell, and utilize resources for personal and professional development and such other matters as Company may determine from time to time. Such resources may include, without limitation, books, webinars, podcasts, checklists and other materials to assist users in reaching their personal and professional goals. Company allows users to provide reviews and ratings for merchants with whom they have had first-hand experiences.  Company’s platform acts as a listing site that assists merchants for purposes of advertising, marketing and/or selling their products and/or services.  Company helps facilitate purchases between customers and merchants but does not actually transfer legal ownership of items. Company has no control over the ability of customers to pay for items. Our goal is to help those in need of locating a reputable merchant while also helping local businesses thrive and succeed; therefore, we encourage you to communicate directly with the customers using the tools made available through the Services.  You may not access or use the Services if you are a competitor of ours or if we have previously banned you from the Services or otherwise closed your account.  

  1. USE OF THE SERVICES

Access to Services.  Company retains the right, in our sole discretion, to deny service and/or access to and/or use of the Services to anyone at any time and for any reason. While we use reasonable efforts to keep the Services accessible, the Services and/or your account (if applicable) may be unavailable from time to time. You understand and agree that there may be interruptions to the Service and/or access to your account (if applicable) due to circumstances within Company’s control (e.g., routine maintenance) and outside of Company’s control.  You acknowledge and agree that the use of the Services is at your own risk, including without limitation the risk that you might be exposed to content that is offensive, indecent, inaccurate and/or objectionable. The Services may be modified, updated, suspended and/or discontinued at any time as determined by Company in its sole and absolute discretion and without notice and/or liability. 

Eligibility.  To access and/or use the Services, you must be eighteen (18) years or older or have the requisite power and authority or possess legal parental or guardian consent to enter into this Merchant TOS.  The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers get parental consent before they knowingly collect personally identifiable information online from children under the age of thirteen (13).  Company does not knowingly collect or solicit information from children under the age of thirteen (13).  If we learn we have collected personal information from a child under the age of thirteen (13), we will delete the information, so please contact us at ymiyp@swatigarg.com if you think a child has provided us with personal information.  

Creating an Account.  You may establish a merchant account through the Services.  Such account may require you to (i) indicate agreement to this Merchant TOS, (ii) provide contact information, logo and/or service mark, and (iii) submit any other form of authentication required during the registration process, as determined by Company in its sole and absolute discretion.  If you establish a merchant account with Company, you agree to provide true, accurate, and current information in connection with your merchant account.  You are responsible for updating and correcting information you have submitted to create and/or maintain your merchant account. You are solely responsible for maintaining the security and confidentiality of the password you use to access your merchant account.  You acknowledge and agree that Company shall have no responsibility for any incident arising out of, or related to, your account settings. Company will assume that anyone using the Services and/or transacting through your account is you.  Therefore, you further agree to immediately notify Company of any unauthorized use of your password and/or merchant account and/or any other breach of security.  You are prohibited from using other disguised identities when using the Service. We may refuse to grant you an account with a name that impersonates someone else, if it may be illegal, vulgar, offensive, and/or if it may be protected by trademark or other proprietary rights, as determined by Company in its sole and absolute discretion.  Your merchant account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate this Merchant TOS, we may terminate your merchant account immediately.  Upon termination, the provisions of this Merchant TOS are by their nature intended to survive termination (including without limitation any disclaimers, limitations of liability and indemnities) shall survive such termination.  

If we terminate your merchant account, you may not subscribe under a new merchant account unless we formally invite you. If you commit fraud and/or falsify information in connection with your use of the Services, your merchant account will be terminated immediately and we reserve the right to hold you liable for any and all damages that we suffer, and we may pursue legal action through relevant local and national law enforcement authorities and may notify your ‘Internet Service Provider’ of any fraudulent activity we associate with you and/or your access to and/or use of the Services.

Communications from Company.  By creating a merchant account and/or accessing and/or using the Services, you agree to receive certain communications in connection with the Services. When you access and/or use the Services, you are communicating with us and/or the customers electronically, and you consent to receive communications from us and/or other users electronically.  We will communicate with you by e-mail and/or by posting notices on the Services. You acknowledge and agree that all agreements, notices, disclosures and/or other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. 

Mobile Messaging.  You may agree to receive Company text messages to your mobile phone/device regarding the Services.  Your mobile number will be used to communicate with you by text message regarding the Services.  You understand and agree that text messages sent to your mobile phone/device may be generated using automated technology.  Your consent to receive text messages is not required to use the Services.  Your mobile carrier’s rates apply.  All charges are billed by and payable to your mobile service provider.  Company does not charge you for sending or receiving text messages.  Company will not be liable for any delays in the receipt of any SMS messages as delivery is subject to effective transmission from your network operator. 

Your Conduct and Responsibilities.  Company grants you the rights set forth herein, subject to the following conditions:

  1. You hereby represent and warrant to Company that (i) all information provided to Company by you is true, complete and accurate in all respects, and (ii) you are authorized to submit information to Company;
  2. Company is authorized by you to rely upon the truthfulness, completeness and accuracy of Merchant Content in order to serve its users;
  3. You shall not modify, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; 
  4. You may not access all or any part of the Services in order to build a product or service which competes with the Services;
  5. You shall not copy or imitate part or all of the design, layout, or look-and-feel of the Services or individual sections of it, in any form or media;
  6. You are only authorized to view, use, copy for your records and download small portions of the content on the Services for your informational, non-commercial use; provided that you leave all copyright and other proprietary notices intact; 
  7. You are responsible for the accuracy and quality of the data and content that you submit and will not violate the intellectual property rights of anyone;
  8. You agree to act in accordance with all applicable laws, rules and regulations;
  9. You shall not imply that Merchant Content is in any way sponsored and/or endorsed by Company;
  10. You agree not to intentionally hold Company and/or their employees and/or directors up to public scorn, ridicule or defamation;
  11. You will use commercially reasonable efforts to prevent unauthorized access to and/or use of the Services, and notify Company promptly of any such unauthorized access and/or use; 
  12. You will not attempt to do any of the following: access data not intended for you, monitor the Services for data gathering purposes in an effort to track sales, usage, aggregate, pricing and/or similar information, and/or interfere with the Services in relation to any user in any manner; and/or
  13. You shall not use the Services for any unlawful purpose and/or to violate any federal, state, international law, code of conduct and/or other guidelines which may be applicable to the Services provided.

Company shall not be subject to any obligations of confidentiality regarding any information and/or materials submitted through the Services except as otherwise specified in this Merchant TOS and/or the Privacy Policy and/or as set forth in any additional terms and conditions relating to specific products and/or services utilized by Company in conjunction with the Services, and/or as otherwise required by law.  The commercial use, reproduction, transmission or distribution of any information, software or other material available through the Services without the prior written consent of Company is strictly prohibited. 

  1. MERCHANT GUIDELINES

Merchant Content Restrictions.  Merchant Content (as defined in this Merchant TOS) shall not contain any unauthorized content which includes but is not limited to:

  1. content determined by Company, in its sole discretion, to be illegal, or to violate any federal, state, or local law or regulation or the rights of any other person or entity;
  2. any emails and/or materials through the Services that contain a virus, worm, Trojan horse and/or any other harmful component
  3. harmful, offensive, inaccurate, abusive or otherwise inappropriate language including without limitation, bigotry, racism, discrimination, hatred, or profanity;
  4. comments that do not address the content, reviews, ratings or comments with no qualitative value as determined by Company in its sole discretion;
  5. information about illegal activities or physical harm or injury to any group, individual, institution and/or property;
  6. content that contains personal attacks or describes physical confrontations and/or sexual harassment;
  7. messages that are inappropriate based on the applicable subject matter;
  8. language intended to impersonate other users (including names of other individuals) or to be offensive or inappropriate user names or signatures; and/or
  9. content that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information.

Safe Trading.  Because user authentication on the ‘Internet’ is difficult, Company cannot and does not confirm a user’s purported identity.  Therefore, we encourage you to communicate directly with potential customers through the features available through our Service.  

Listing Restrictions.  Company prohibits the listing or sale of any products and/or services that are illegal to sell under any applicable law, statute, ordinance, or regulation.  You must describe your products and/or services and all terms of sale on the description page of the products and/or services and are responsible for the accuracy and content of the items offered.  Merchant Content that violates our policies may be deleted in our sole discretion. Your descriptions may only include text, graphics, pictures, and other content relevant to the sale of the product and/or service.  Company reserves the right to remove Merchant Content that does not align with its vision and values, as determined by Company in its sole and absolute discretion.

Selling.  You agree that you have the legal authority to sell the products and/or services that you are listing through the Services.  You must abide by Company’s policies and your own policies, including without limitation policies related to defective products and/or services and/or refunds.  

  1. PURCHASES AND FEES

Purchases.  If you accept an offer by a customer and/or receive the applicable fee for the merchandise, you are obligated to complete the transaction with the customer unless there is an exceptional circumstance, such as: (a) the transaction is prohibited by law and/or this Merchant TOS, (b) you cannot authenticate the customer’s identity, or (c) the customer fails to meet the terms set forth in your listing.  You are also responsible for determining the delivery method and rate of shipping and such amount shall be included in the total fees due by the customer when the customer purchases the merchandise.  You are responsible for gathering any other information you need from the customer, such as information needed for customized merchandise.  Company may, in its sole discretion, verify a merchant’s identity prior to allowing such merchant to list merchandise on the Services.  Company may also refuse to process, and/or may cancel a purchase, as reasonably deemed necessary, to comply with applicable law and/or to respond to a case of misrepresentation, fraud and/or known and/or potential violations of the law and/or this Merchant TOS.

Fees.  Unless otherwise agreed to by the Company in writing, Company will charge you a listing fee equal to $1.00 per listing per month. In addition, Company charges a seller fee equal to 15% of the purchase price of each product and/or service sold by you through the Services (the “Seller Fee”). If a product and/or service is provided free of charge, no Seller Fee will be assessed.  Fees may be changed by Company upon thirty (30) days’ notice. You will be charged the rate(s) stated at the time of listing or purchase (as applicable), plus applicable taxes. The Seller Fee shall automatically be deducted from the total amount of each sale made through the Services.  You acknowledge and agree that such Seller Fee is non-refundable, even in the event of a return or exchange of merchandise.  

Payment Processing.  Company uses a third party payment processor, including but not limited to PayPal, Inc. (“PayPal”).  You may be required to set up an account through PayPal in order to accept payments through the Services.  By using the Services and agreeing to this Merchant TOS, you also agree to be bound by PayPal’s applicable terms of service.  You are responsible for all transactions processed through PayPal. You further acknowledge and agree that you will remain liable for all fees, charges, fines, chargebacks, refunds and other expenses incurred in connection with PayPal’s payment processing.

Payment Method.  Upon creating an account, you shall be required to designate your payment method (“Payment Method”).  You authorize Company to automatically charge the Payment Method for the fees that become due hereunder.  If your Payment Method on file is closed or the account information is changed, or if, for any reason, a charge is rejected by your Payment Method, you shall immediately update your Payment Method account or supply a new Payment Method, as appropriate.  If you do not notify us of updates to your Payment Method, to avoid interruption of your Service, we may participate in programs supported by your card provider to try to update your payment information. You authorize us to continue billing your account with the updated information that we obtain.  If you are unable to update its Payment Method with appropriate information, then Company will send and/or email an invoice to you detailing the amount due.  You must pay the amount due in full within seven (7) days of the date of the invoice, or your account will be considered past due and Company may suspend and/or terminate your account and seek all available remedies at law and in equity.

Digital Royalties.  In the event you offer a license to purchase products, software, content or other items, you may choose the applicable license fee charged in connection with such listings.  Company will charge you a royalty fee in the amount equal to 1% (“Royalty Fee”) of the license fees charged for the digital license offered and/or purchased through the Services for the length of the license term.  The Royalty Fee shall automatically be deducted from the total amount of each license payment made through the Services.  You acknowledge and agree that such Royalty Fee is non-refundable, even in the event of a return or exchange.  

Third-Party Fees and Taxes. You must pay any applicable third-party fees (including but not limited to payment processing fees, shipping costs, telephone toll charges, mobile carrier fees, ISP charges, data plan charges, credit card fees, foreign exchange fees, and foreign transaction fees). We are not responsible for these fees. Each state’s tax laws specify what purchases are subject to sales tax.  You acknowledge that you will have sole responsibility for all taxes, duties and other fees and charges relating to the purchase of merchandise and you agree to pay all applicable amounts. We may take steps to collect the fees you owe us. You are responsible for all related collection costs and expenses. 

Pricing and Promotions.  Notwithstanding anything herein to the contrary foregoing, Company may vary its pricing from time to time and/or offer promotions from time to time, in Company’s sole and absolute discretion, which shall be stated on the Services.  

Refunds.  Except as otherwise provided herein, all fees and other costs collected by Company in accordance with this Merchant TOS shall be non-refundable.  You may cancel an account at any time; however, refunds will not be provided. For any issues regarding payments please send a request to Company at ymiyp@swatigarg.com. 

Communication.  You and customers shall be responsible for communicating directly with each other regarding any exchanges and/or refunds for products and/or services and Company is not liable for anything related to the relationship between the you and the users of the Services. 

Audit.  You agree to maintain clear, accurate and complete books and records regarding all sales, and agree to deliver a written monthly report which reasonably details the purchase price of each product and/or service sold by you through the Services. At any time during or after the term, Company and/or its representatives have the right to audit your books and records regarding its performance hereunder.  In the event that such audit reveals that you have underpaid any fees due to Company, you will promptly make payment of all amounts due.  If the audit reveals that such underpayment is more than five percent (5%), then you will also reimburse Company for the costs of the audit.

Non-Circumvention.  In the event that a user learns about your products and/or services via a listing on the Services, you understand and agree that any sale of such products and/or services must occur through the Services, and you may not, directly or indirectly, circumvent the Services in order to avoid paying fees to Company. 

  1. ERRORS, INACCURACIES AND OMISSIONS

Occasionally there may be information on the Services that contains typographical errors, inaccuracies, and/or omissions that may relate to product and/or service descriptions, pricing, promotions, offers, and availability.  We reserve the right to: (i) revoke any stated offer; (ii) correct any errors, inaccuracies, and/or omissions; and/or (iii) make changes to prices, content, promotion offers, service and/or product descriptions, specifications, and/or other information without obligation to issue any notice of such changes (including after an order has been submitted, acknowledged, shipped, or received, except as prohibited by law).  We also reserve the right to limit quantities (including after an order has been submitted and/or acknowledged) and to revise, suspend, and/or terminate an event, and/or promotion at any time without notice (including after an order has been submitted and/or acknowledged). 

  1. PROPRIETARY RIGHTS AND LICENSES

Ownership.  The Services, Content on the Services and the infrastructure used to provide the Services are proprietary to Company, our affiliates and other content providers. By using the Services and accepting this Merchant TOS: (a) Company grants you a limited, personal, nontransferable, nonexclusive, revocable right to access and/or use the Services pursuant to this Merchant TOS and to any additional terms and policies set forth by Company; and (b) you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express written permission of Company.

Reservation of Rights.  The materials, headers, videos, illustrations, photographs, graphics, icons, trade dress and/or other content on the Services (“Content”), as well as the organization and/or layout of the Service, are copyrighted and are protected by United States and international copyright laws and treaty provisions and Company retains all right, title and interest related thereto or has the rights necessary use and/or display the foregoing.  Company owns, controls, lawfully uses and/or licenses the Content on the Service.  Company’s name and logo may not be copied, imitated and/or used, without Company’s prior written permission.  Subject to the limited rights expressly granted hereunder, Company and/or its third-party providers reserve all right, title and interest in and to the Services and Content, including without limitation all related worldwide intellectual property rights.  No rights are granted to you hereunder other than as expressly set forth herein. 

Merchant Content.  During the course of your access to and/or use of the Services, you may provide a description, photo(s), prices, variations available of the products and/or services you are selling, and other content related thereto and any store and/or business logos, taglines and/or other intellectual property uploaded by you and used in connection with the Services (collectively, “Merchant Content”) through communication facilities that may be offered on, through, and/or in connection with the Services from time to time.  You shall have exclusive title and ownership rights, including all intellectual property rights, throughout the world in all Merchant Content. You hereby grant Company a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, assignable, sub-licensable, transferable license to use the Merchant Content for any purpose.  You further hereby irrevocably grant the users of the Services the right to access and/or use Merchant Content in connection with their use of the Services. You alone are responsible for Merchant Content, and once published, it cannot always be withdrawn.  You assume all risks associated with Merchant Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you.  You also represent that you own, and/or have the necessary permissions to use and authorize use of Merchant Content as described in this Merchant TOS.  As part of a transaction, you may obtain personal information, including email address and shipping information, from other users. This personal information shall only be used for the transaction and/or for Company-related communications, unless otherwise approved by the user in writing.  Company has not granted you a license to use the information for unsolicited commercial messages or unauthorized transactions. Without limiting the foregoing, without express consent from the user, you are not licensed to add any Company user to your email or physical mail list. 

Posted Content. Please carefully choose the information that you post on, through and/or in connection with the Services and that you provide to other users.  By posting Merchant Content on the Services, it is possible for a third party to re-post that Merchant Content. You agree to hold Company harmless for any dispute concerning the foregoing use.  If you choose to display your own Company hosted image on another website, the image must provide a link back to the products and/or services page on the Services.  Notwithstanding anything herein to the contrary, Company should not be seen as endorsing any Merchant Content in any way.  You acknowledge and agree that you have no expectation of privacy with regard to any Merchant Content.  If you become aware of misuse of the Service by any person, please contact us at ymiyp@swatigarg.com.  Company may reject, refuse to post and/or delete Merchant Content, in its sole and absolute discretion. Notwithstanding anything herein to the contrary, Company is not obligated to take any action not required by law.  

Feedback. Please keep in mind that we do not seek any unsolicited ideas and/or materials for the Services. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, reviews, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Company a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate any such Feedback.  Company has no obligations to review any Feedback and may use and redistribute Feedback for any purpose without restriction in its sole and absolute discretion. 

Reviews.  Company will only allow reviews by consumers with whom they have had first-hand experiences. Any merchant referenced in the review will have the opportunity to reply and/or comment in kind. 

  1. PROHIBITED USE

Gathering email addresses from Company through harvesting or automated means is prohibited.  Posting or transmitting unauthorized or unsolicited advertising, promotional materials, and/or any other forms of solicitation to other users is prohibited.  We also prohibit crawling, scraping, caching and/or otherwise accessing any content on the Services via automated means, including but not limited to user profiles and/or photos (except as may be the result of standard search engine protocols and/or technologies used with Company’s express written consent).  You may not use the Services in any manner that could damage, disable, overburden, and/or impair the Services and/or interfere with any other party’s use and/or enjoyment of the Services.  You may not obtain and/or attempt to obtain any materials and/or information through any means not intentionally made available and/or provided for through the Services.  You may not interfere with the proper working of the Services, including without limitation by placing an unreasonable load on the Services’ infrastructure.   

  1. USER DISPUTES

You are solely responsible for interactions with other users. Company reserves the right, but has no obligation, to monitor disputes between users of the Services.  Company has the right, but is not obligated, to do any or all of the following:

  1. Record the dialogue in public chat rooms.
  2. Examine an allegation that a communication(s) does not conform to the terms of this section and determine in its sole discretion to remove or request the removal of the communication(s).
  3. Remove and/or delete communications that are abusive, illegal, or disruptive, or that otherwise fail to conform with this Merchant TOS and/or the community feel and spirit of the Services, as determined in Company’s sole discretion.
  4. Terminate a user’s access to any or all public areas and/or the Services upon any breach of this Merchant TOS.
  5. Monitor, edit, or disclose any communication in the public areas.
  6. Edit or delete any communication(s) posted on the Services, regardless of whether such communication(s) violate the standards set forth herein.

Company reserves the right to take any action it deems necessary to protect the personal safety of our guests or the public.  Company has no liability or responsibility to users of the Services or any other person or entity for performance or nonperformance of the aforementioned activities. 

Contribution Restrictions.  Your contributions to the Services, including but not limited to reviews, shall be unbiased and objective.  Please ensure that all contributions are relevant and appropriate to the Services.  We ask that you do not publicize other people’s private information and do not use full names unless you are referring to service providers and businesses.

Competition Restrictions.  You shall not (i) engage in any business activity to provide, sell, rent or resell services similar and/or competitive with Company; (ii) use the Services to provide competitive services; and/or (iii) create, reference or advertise any product or service that would compete with Company’s Services.

Verification.  You understand that Company’s Services act only as a virtual directory and/or marketing platform and technical interface between customers and merchants.  Company does not itself verify the qualifications of customers or other merchants, nor does it evaluate or control in any ongoing manner exchanges between users. Any opinions or statements expressed by a user are of those of the user alone, and are not to be attributed to Company.  Company cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any user.  Please use caution, common sense, and practice safe trading when using the Services.  Company is not responsible or liable, indirectly or directly, for any damage or loss caused or alleged to be caused by or in connection with any merchant’s products and/or services. 

  1. TERMINATION 

Company reserves the right, in its sole and absolute discretion, to terminate your access to the Services or any portion thereof at any time, without cause and/or without notice.  Without limiting any other remedies, Company, without notice, may suspend or terminate your access to the Services and/or your account if Company suspects, in its sole discretion, that you (by information, investigation, conviction, settlement, insurance or otherwise) have violated any of Company’s policies set forth in this Merchant TOS, the Privacy Policy, or any other policy documents or community guidelines, or you have engaged in an improper or fraudulent activity in connection with Company or the Services.  In the event you share the access granted with any person or entity, and/or misuse the Services by any means actionable under a federal, state, and/or local statute, code, regulation, law, and/or civil action, Company will consider your access as having been acquired by fraud and/or misrepresentation and will terminate your access immediately.  In such event, Company retains the right to seek civil and/or criminal redress, the entire cost of which shall be borne solely by you. If Company terminates a listing, your access to the Services and/or your account, if you close your account, or if the payment of your fees cannot be completed for any reason, you remain obligated to pay Company for all unpaid fees plus any penalties, if applicable. If all fees are not paid in full and become past due, Company reserves the right to attempt to collect past due fees by charging your card on file.  We may suspend and/or terminate your access to the Services and/or your account and, in such event, you shall be responsible for fees related to collection (including without limitation fees related to retaining collection agencies and legal counsel). If you have a question or wish to dispute a charge made by Company, contact Company support at ymiyp@swatigarg.com.   

  1. INDEMNIFICATION AND WAIVER

You shall indemnify, defend and hold harmless Company, its officers, agents, employees, contractors, subcontractors, suppliers and representatives from and against any and all claims, demands, proceedings, losses, costs, damages, awards, fees, expenses, or liabilities of any nature (“Claim”) arising out of or in relation to (i) Merchant Content submitted and/or posted by you, in connection with the Services, and/or any use of the Services in violation of this Merchant TOS; (ii) your violation of any law and/or the rights of a third party; (iii) your use of the Services and/or any breach of this Merchant TOS by you, your officers, agents, employees, contractors and/or other representatives; (iv) anything related to the relationship between the you and other users of the Services; and/or (v) fraud you commit and/or your intentional misconduct and/or negligence.  You shall give prompt notice to Company upon your receipt of notice of any Claim against you that might give rise to a Claim against Company.  

You are solely responsible for your interactions with customers and other users of the Services. To the extent permitted under applicable law, you hereby release Company from any and all claims and/or liability related to any of your products and/or services, any action or inaction by you and/or a user, including but not limited to any harm caused to you, a user’s failure to comply with applicable law and/or failure to abide by the terms of the products and/or services you offer, and any conduct, speech and/or Merchant Content, whether online and/or offline.

  1. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY COMPANY TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THIS MERCHANT TOS.  COMPANY DOES NOT MAKE ANY WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH COMPANY EXPRESSLY DISCLAIMS.  WITHOUT LIMITING THE FOREGOING, COMPANY AND/OR ITS LICENSORS MAKE NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (B) THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS TO AND/OR USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; AND/OR (C) COMPANY WILL NOT BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT.  NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM CAOMPANY OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS MERCHANT TOS.

  1. LIMITATION OF LIABILITY

YOUR USE OF THE SERVICES AND CONTENT IS AT YOUR OWN RISK.  IN NO EVENT SHALL COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES IN ADVANCE.  THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY COMPANY, ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS.  BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH STATES, COMPANY’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, IN THE EVENT YOU ARE DISSATISFIED WITH THE SERVICES OR HAVE ANY OTHER GRIEVANCE, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE THE RIGHT TO DISCONTINUE ACCESS TO AND/OR USE OF THE SERVICES.

COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR DIRECT DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICES IS LIMITED TO THE LESSER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTH PERIOD PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (ii) ONE HUNDRED DOLLARS (US$100.00).

  1. LINKS

The Services may provide links to various other independent third-party websites (“Linked Sites”) that may be of interest to you and are for your convenience only.  Company does not control or endorse such Linked Sites and is not responsible for their content nor is it responsible for the accuracy or reliability of any information, data, opinions, advice and/or statements contained within such Linked Sites.  You will need to make your own independent judgment regarding your interaction with these Linked Sites at your own risk.  We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each Linked Site that you visit.  Company reserves the right to terminate any link and/or linking program at any time in its sole and absolute discretion. We disclaim all warranties, express and implied, as to the accuracy, validity, and legality and/or otherwise of any materials and/or information contained on such Linked Sites.

  1. SEPARATE AGREEMENTS AND CONFLICT

You may have other agreements with Company. Such agreements are separate and in addition to this Merchant TOS.  This Merchant TOS does not modify, revise or amend the terms of any other agreements you may have with Company unless expressly agreed to by the parties in writing.  In the event of a conflict between this Merchant TOS and the ‘Terms of Service’ users agree to, this Merchant TOS shall control as it relates to the Services described herein including without limitation as it relates to you selling products and/or services by accessing and/or using our Services and/or interacting with customers and/or other users of the Services. 

  1. NO PROFESSIONAL ADVICE 

The information available on the Services is intended to be a general information resource regarding the matters covered, and is not tailored to your specific circumstance.  Company does not, will not and cannot refer, recommend and/or endorse any specific professional services, products and/or procedures that are advertised on the Services.  The Services are not a substitute for professional advice, and you should not construe this as legal, accounting, medical and/or other professional advice. 

  1. DMCA COPYRIGHT POLICY AND COPYRIGHT AGENT

Company respects the intellectual property rights of others and expects you to do the same.  We reserve the right to block access to and/or remove material that we believe in good faith to be copyrighted material that has been illegally distributed by you and/or other third parties and remove and discontinue service to repeat offenders. We will respond to clear notices of copyright infringement when you provide the following:  

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled.
  4. Information sufficient to permit Company to contact you, such as your physical address, telephone number, and, if available, an electronic mail address.
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Contact information for Company’s DMCA Agent for notice of claims of copyright infringement is: Swati Garg, LLC, Attn:  Copyright Agent, 1 E. Erie Street, Suite 525-2257, Chicago, Illinois 60611.

The Copyright Agent will not remove content from the Services in response to phone or email notifications regarding allegedly infringing content, since a valid DMCA notice must be signed, under penalty of perjury, by the copyright owner or by a person authorized to act on his or her behalf. Please submit such notifications by fax or ordinary mail only and as further described by this section. The Copyright Agent should be contacted only if you believe that your work has been used or copied in a way that constitutes copyright infringement and that such infringement is occurring on the Services linked to and/or from the Services. All other inquiries directed to the Copyright Agent will not be responded to.

  1. DISPUTE RESOLUTION 

Disputes.  We want to address your concerns without filing a formal legal case.  Before filing a claim against Company, you agree to try to resolve the dispute informally by contacting us at ymiyp@swatigarg.com.  We will try to resolve the dispute by contacting you via email, but if we cannot resolve the dispute within thirty (30) days of submission, you and/or Company agree to resolve any claims related to this Merchant TOS through final and binding arbitration, except as forth under ‘Exceptions to Agreement to Arbitrate’ section below and/or you opt out as described below.

Opt-Out.  You can opt-out and decline this agreement to arbitrate by contacting Company within thirty (30) days from the date that you first became subject to this arbitration provision (i.e.: the date you initially accepted this Merchant TOS).  You must write us at Swati Garg, LLC, Attn: Opt-Out Arbitration, 1 E. Erie Street, Suite 525-2257, Chicago, Illinois 60611.  If you opt out, neither you nor Company can require the other to participate in an arbitration proceeding.

Arbitration Procedures.  Except in the event the claim meets the requirements set forth in the ‘Exceptions to Agreement to Arbitrate’ section below and/or if you opt out of arbitration as described below, all claims shall be settled by binding arbitration in accordance with the commercial arbitration rules, in effect at the time the proceedings begin, of the American Arbitration Association.  Any such controversy and/or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party.  All information relating to and/or disclosed by any party in connection with the arbitration of any disputes shall be treated by the parties, their representatives, and the arbitrator as proprietary business information and shall not be disclosed without prior written authorization of the disclosing party. The arbitration shall be held in Cook County, Illinois USA or any other location we agree to. Each party shall bear the burden of its own counsel fees incurred in connection with any arbitration proceedings.

Exceptions to Agreement to Arbitrate.   Either you and/or Company may assert claims, if they qualify, in small claims court in Cook County, Illinois. Company may bring a lawsuit solely for injunctive relief to stop unauthorized use and/or abuse of the Services, breach of Company’s confidential information and/or intellectual property infringement (for example, trademark, trade secret, copyright and/or patent rights) without first engaging in arbitration and/or the informal dispute-resolution process described herein.

Judicial Forum for Disputes. In the event that the agreement to arbitrate is found not to apply to you and/or your claim, you and Company agree that any judicial proceeding (other than small claims actions) will be brought in the federal or state courts of Cook County, Illinois.  Both you and Company consent to the foregoing venue and jurisdiction.

  1. MISCELLANEOUS

If any provision and/or term of this Merchant TOS shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term and/or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.  This Merchant TOS shall be governed in all respects by the laws of the State of Illinois, without reference to its choice of law rules. If an applicable law is in conflict with any part of this Merchant TOS, this Merchant TOS will be deemed modified to conform to the law and the other provisions will not be affected by any such modification.  No waiver by either you and/or Company of any breach and/or default and/or failure to exercise any right allowed under this Merchant TOS is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under this Merchant TOS. 

  1. CONTACT

If you would like to request additional information regarding this Merchant TOS or for any questions regarding a commercial relationship with Company, please contact us at ymiyp@swatigarg.com.

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