This term of service, and any other services terms (collectively, the “Terms,” this “Agreement,” or the “User Agreement”) describe the terms and conditions on which Auction4Store Solutions Inc. (“we” or “Auction4Store”) offers a user (“Customer” or “you” or “your”) access to our services and website. If you have a question about this Agreement, please contact us. This Agreement was last revised on June 8, 2016.
1. Acceptance of Terms.
By using this website or any Auction4Store service you agree to the Terms. We may amend the Terms at any time. Subject to the ‘Changes to Fees’ Section, amended Terms will automatically be effective seven (7) days after we have posted the Amended Terms. Your continued use of our services will signify your acceptance of any amended Terms. If you do not agree to the changes, you may discontinue your registration by contacting us. The Terms may not be otherwise amended except in a writing signed by both parties. Throughout this Agreement, (i) the phrase “in our discretion” or “in its discretion” means in Auction4Store’s sole and arbitrary discretion and (ii) the term “including” means including without limitation. – Auction4Store reserves the right to reject this Agreement for any reason or no reason, prior to acceptance thereof by Auction4Store. Activation of any service shall indicate Auction4Store’s acceptance of this Agreement, but does not obligate Auction4Store to provide access to any or all services, such access to be provided at the sole discretion of Auction4Store.
Use of our services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, our services are not available to minors. Our services are not available to parties whose use of our services has been suspended or terminated.
By accepting this Agreement, you represent that (a) you are eighteen (18) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using our services.
3. Website and Services.
3.1. Right to Refuse Services. Auction4Store may refuse our services to anyone at any time, in our discretion. Auction4Store reserves the right to discontinue, temporarily or permanently, any or all of our services to anyone at any time, with or without notice. For paid services, Auction4Store will refund you amounts it has charged you for each whole month of prepaid service for which Auction4Store refused or discontinued services, as such amounts are determined by Auction4Store, only if (i) Auction4Store exercises its right to refuse service or discontinue under this section, and (ii) you have prepaid for the refused or discontinued services. Auction4Store shall not be liable to you or any third-party for any termination of your access to the Hosting Service except as set forth herein.
3.2. License. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right to exercise the copyright and publicity rights (but no other rights) you have in any information you provide us, in any media now known or not currently known, for the purpose of offering our services.
3.4. Passwords and Security. If Auction4Store has provided you with a password, you will at all times maintain the confidentiality of your user names and passwords. If you are a corporation, partnership or other legal entity, you are responsible for all activity and all charges by such employees. If there is a breach of security through your account, you must immediately change your password and notify us. You will be liable for any unauthorized use of our services until you notify us of the security breach.
3.5. Accurate and Complete Information. You will provide to Auction4Store only true, accurate, current and complete information, including, as applicable, your credit card number and other financial information, and will update that information to keep it true, accurate, current and complete. Auction4Store, its agents, suppliers, and subcontractors have the right to recover from you any costs or losses incurred as a direct or indirect result of the inaccurate or incomplete information.
3.6. Limited Agency. You authorize Auction4Store to access third-party marketplaces with which you have usage agreements, on your behalf, to retrieve and post information and materials necessary to provide our services to you, and you hereby appoint Auction4Store as your agent for this limited purpose. You permit Auction4Store to use such retrieved information and materials to accomplish the foregoing, and to communicate with your customers on your behalf. You acknowledge that our services may or may not provide all the information and functionality that you could obtain directly from the marketplaces.
3.7. General Compliance with Laws. You will comply with all applicable laws, statutes, ordinances and regulations in your use of our services.
4. Auction4Store Content.
4.1. Terms. Content made available by Auction4Store, including software (collectively, “Content”) is the copyrighted work of Auction4Store and/or its suppliers. Your use of the Content is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Content (“License Agreement”). You may not install or use any Content that is accompanied by or includes a License Agreement unless you first agree to the License Agreement terms.
4.3. Intellectual Property. All Content is owned by Auction4Store and/or its suppliers and is protected by copyright laws and international treaty provisions. Any reproduction or redistribution of the Content is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Without limiting the foregoing, copying or reproduction of the Content to any other server or location for further reproduction or redistribution is expressly prohibited. The Content is warranted, if at all, only according to the terms of the license agreement – and is subject to the disclaimers of these Terms. Some clipart has been provided by www.GifArt.com.
4.4. Export Control Laws. You acknowledge that the Content, and any accompanying documentation and/or technical information, is subject to applicable export control laws and regulations of the USA. You agree not to export or re-export the Content, directly or indirectly, to any countries that are subject to USA export restrictions.
4.5. Reverse Engineering. You agree not to reverse engineer, reverse assemble, decompile, or otherwise attempt to (i) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms in Content, including without limitation any such mechanism used to restrict or control the functionality of Content, or (ii) derive the source code or the underlying ideas, algorithms, structure or organization from Content. You agree not to interfere or attempt to interfere with the proper working of Content. You agree to access Content only through the downloadable application or through Auction4Store’s web interface.
4.6. Licensing and Patent Marking Information. See http://www.northbrookdigital.com/Auction4StoreLicense.html
4.7. Toolbar. We use a spyware/adware free toolbar to drive traffic to Dealio.com, but not directly to merchant landing pages. Merchants may opt-out of being featured in the toolbar by contacting us.
5. Copyright Policy.
5.1. Infringement. Auction4Store respects copyright law and expects our account holders to do the same. Unauthorized copying or distribution of copyrighted works is an infringement of the copyright holders’ rights. In our discretion and in appropriate circumstances, Auction4Store may terminate the accounts of users who infringe upon the copyright, or other intellectual property rights, of others.
5.2. Copyright Holders. If you are a copyright holder who believes that Auction4Store’s service is hosting infringing copies of your work, please let us know. Pursuant to 17 United States Code 512(c)(2) (Digital Millennium Copyright Act of 1998), our designated agent for notice of alleged copyright infringement appearing on our site is:
Auction4Store Services, Inc.
18 West 18th Street, 9th Floor
New York, NY 10011
5.3. Notice of Infringement. To file a notice of infringement with us, one needs to fulfill the requirements specified in Title II of the Digital Millennium Copyright Act of 1998. The information that you should provide to us includes the following:
a) an electronic or physical signature of the copyright holder or a person authorized to act on behalf of the copyright holder;
b) a description of the copyrighted work that is claimed to have been infringed;
c) the location on our web site of the material that you claim to be infringing;
d) your address, telephone number, and email address;
e) a statement by you that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g. fair use); and
f) a statement by you, made under penalty of perjury that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
5.4. Representation and Warranty. You represent and warrant to Auction4Store (a) that any content you submit does not violate the rights of any third parties including, without limitation, infringement or misappropriation of any applicable copyright, patent, trademark, trade secret, music, image, or other proprietary or property right, false advertising, unfair competition, invasion of rights of privacy, publicity or personality.
6. Indemnity and Disclaimer
6.1. Indemnity. You will, at your own expense, indemnify, defend and hold Auction4Store and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of 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 us; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against Auction4Store 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 Auction4Store’s provision, of our services or use of your account by any third party. Auction4Store will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Auction4Store’s behalf without the prior written consent of Auction4Store.
6.2. Disclaimer and Limitation of Liability.
(b) Limitation of Liability.
Neither Auction4Store nor its suppliers will be liable for (i) any loss of business, profits or goodwill, loss of use or data, interruption of business or for any indirect, special, incidental or consequential damages of any character, (however arising, including negligence) arising out of or in connection with this agreement even if Auction4Store or its supplier is aware of the possibility of such damages, or (ii) any damages that result in any way from your use or inability to use Auction4Store services, or that result from errors, defects, omissions, delays in operation or transmission, or any other failure of performance of the Auction4Store services. Our 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 6 months prior to the action giving rise to liability, or (b) $100. This limitation applies notwithstanding any failure of essential purpose remedy and to the fullest extent permitted by law.
7.1. Termination at Auction4Store Discretion. In our discretion, we may immediately issue a warning, temporarily suspend, or terminate your registration, and delete information you have provided us if you breach any provision of this Agreement. This Section does not limit any other remedies that may be available to Auction4Store.
7.2. Affiliates. Auction4Store is not responsible or liable for any services, including shipping or tracking, offered by any partner or affiliate company.
7.3. Third Party Agreements. You will comply with the terms and conditions of all agreements you have with third parties, including providers of marketplaces, as such terms and conditions relate to use of our services including terms and conditions related to types of products that may be sold or restrictions on concurrent sales.
7.4. No Agency. Except for the limited purpose stated in the ‘Limited Agency’ Section, you and Auction4Store are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
7.5. Notices. Except as explicitly stated otherwise, any notices will be given by emailing us using this form (in the case of Auction4Store) or to the email address you provide to Auction4Store during the registration process (in your case), or such other address as the party will specify. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Auction4Store during the registration process. In such case, notice will be deemed given 3 days after the date of mailing.
7.6. Arbitration. Any controversy or claim in any way arising out of or relating to this Agreement will be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration will be conducted in San Francisco, California and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Auction4Store may seek any interim or preliminary relief from a court of competent jurisdiction in California necessary to protect the rights or property of you or Auction4Store pending the completion of arbitration.
7.7. Governing Law. California law will govern this Agreement, except for the body of law relating to conflicts of law. Subject to the Arbitration Section, venue for any legal action will be the state courts of San Mateo County, California, or the federal courts of the Northern District of California.
7.8. Waivers. A party’s failure to enforce any provision of this Agreement shall not be a waiver of the provision or the right to enforce it at a later time.
7.9. Entire Agreement. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree that you are not entering into this Agreement in reliance on any statements or representations other than those set forth herein. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced.
7.10. Assignment. This Agreement and your user names and passwords are not assignable, transferable or sublicensable by you without Auction4Store’s prior written consent, and any such conveyance will be null and void.
7.11. Attorneys’ Fees. The prevailing party in any litigation in connection with this Agreement will be entitled to recover from the other party its costs and reasonable attorneys’ fees and other expenses.
7.12. Headings. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement will control. The use of headings is for convenience and will not affect the interpretation of this Agreement.