By signing up for a SellOnLive Account (as defined in Section 1) or by using any SellOnLive Services (as defined below), you are agreeing to be bound by the following terms and conditions (the “Terms of Service”).
The services offered by SellOnLive under the Terms of Service include various products and services to help you sell goods and services to buyers. Any such services offered by SellOnLive are referred to in these Terms of Services as the “Services”. Any new features or tools which are added to the current Services shall be also subject to the Terms of Service. SellOnLive reserves the right to update and change the Terms of Service by posting updates and changes to the SellOnLive website. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you. and if you do not accept such amendments, you must cease using the Services.
You must read, agree with and accept all of the terms and conditions contained or expressly referenced in these Terms of Service,
2.1 Store Owner
2.2 Staff Accounts
2.3 SellOnLive Payments Accounts
“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. SellOnLive’s Confidential Information includes all information that you receive relating to us, or to the Services, that is not known to the general public including information related to our security program and practices.
Each party agrees to use the other party’s Confidential Information solely as necessary for performing its obligations under these Terms of Service and in accordance with any other obligations in these Terms of Service including this Section 6. Each party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving party can prove: (A) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (B) is independently developed by the receiving party without use of or reference to the other party’s Confidential Information, and without breaching any provisions of these Terms of Service; or (C) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.
The failure of SellOnLive to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. If any provision of the Terms of Service, including all terms and conditions and other documents it incorporates by reference, 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 provision of the Terms of Service shall remain in full force and effect.
The Terms of Service, including the documents it incorporates by reference, constitute the entire agreement between you and SellOnLive and govern your use of the Services and your Account, superseding any prior agreements between you and SellOnLive (including, but not limited to, any prior versions of the Terms of Service).
SellOnLive employs certain controls to scan the content of emails you deliver using the Email Services prior to delivery (“Content Scanning”). Such Content Scanning is intended to limit spam, phishing, or other malicious content that contravenes these Terms of Service, or SellOnLive’s Acceptable Use Policy (collectively, “Threats”). By using the Email Services, you explicitly grant SellOnLive the right to employ such Content Scanning. SellOnLive does not warrant that the Email Services will be free from Threats, and each SellOnLive merchant is responsible for all content generated by their respective Stores.
BY GENERATING OR SENDING EMAIL THROUGH THE EMAIL SERVICES, YOU AGREE TO COMPLY WITH THE FOLLOWING REQUIREMENTS (THE “EMAIL SERVICES REQUIREMENTS”). SellOnLive, OR ITS THIRD PARTY PROVIDERS, MAY SUSPEND OR TERMINATE YOUR ACCESS TO AND USE OF THE EMAIL SERVICES IF YOU DO NOT COMPLY WITH THE EMAIL SERVICES REQUIREMENTS.
If You or a customer knows of or suspects any violations of the Email Services Requirements, please notify SellOnLive at [email protected]. SellOnLive will determine compliance with the Email Services Requirements in its discretion.
SellOnLive’s Email Services utilize Third Party Providers, including SendGrid (a Twilio Company). Your use of the Email Services is subject to SendGrid’s Acceptable Use Policy as it may be amended by SendGrid from time to time.
From time to time, SellOnLive may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all merchants (“Beta Services”). Beta Services may be subject to additional terms and conditions, which SellOnLive will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered SellOnLive Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without SellOnLive’s prior written consent. SellOnLive makes no representations or warranties that the Beta Services will function. SellOnLive may discontinue the Beta Services at any time in its sole discretion. SellOnLive will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. SellOnLive may change or not release a final or commercial version of a Beta Service in our sole discretion.
SellOnLive welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material or any review of the Services, Third Party Services or any Third Party Provider (collectively, “Feedback") to SellOnLive be subject to any obligation of confidentiality or expectation of compensation. By submitting Feedback to SellOnLive (whether submitted directly to SellOnLive or posted on any SellOnLive hosted forum or page), you waive any and all rights in the Feedback and that SellOnLive is free to implement and use the Feedback if desired, as provided by you or as modified by SellOnLive, without obtaining permission or license from you or from any third party. Any reviews of a Third Party Service or Third Party Provider that you submit to SellOnLive must be accurate to the best of your knowledge, and must not be illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable. SellOnLive reserves the right (but not the obligation) to remove or edit Feedback of Third Party Services or Third Party Providers, but does not regularly inspect posted Feedback.
SellOnLive supports the protection of intellectual property and asks SellOnLive merchants to do the same. It’s our policy to respond to all notices of alleged copyright infringement. If someone believes that one of our merchants is infringing their intellectual property rights, they can send a DMCA Notice to SellOnLive’s designated agent using our form. Upon receiving a DMCA Notice, we may remove or disable access to the Materials claimed to be a copyright infringement. Once provided with a notice of takedown, the merchant can reply with a counter notification using our form if they object to the complaint. The original complainant has 14 business days after we receive a counter notification to seek a court order restraining the merchant from engaging in the infringing activity, otherwise we restore the material
Save for SellOnLive and its affiliates, SellOnLive Users or anyone accessing SellOnLive Services pursuant to these Terms of Service, unless otherwise provided in these Terms of Service, no person or entity who is not a party to these Terms of Service shall have any right to enforce any term of these Terms of Service, regardless of whether such person or entity has been identified by name, as a member of a class or as answering a particular description. For the avoidance of doubt, this shall not affect the rights of any permitted assignee or transferee of these Terms.