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Welcome to MarketplaceWorks. This Service is provided by MarketplaceWorks, LLC ("we") ("MarketplaceWorks") through our Web site (the "Site") http://www.marketplaceworks.com and/or https://www.marketplaceworks.com to you ("you" or "User").
By using this Site, the Services available at this Site, and any service, software, application, plug-in, component, functionality, or program created by MarketplaceWorks (together, the "Services"), you are agreeing to the following terms and conditions. These terms and conditions, along with any other policies or guidelines posted on this Site, shall govern your use of this Site and the Services, whether directly or through a third-party site. Please read them carefully before using this Site or the Services. Should you have any questions concerning this Agreement, please contact info@MarketplaceWorks.com.
By visiting this Site and/or by completing the registration process for the Services, you represent and warrant that you have read, understand, have the legal capacity to, and hereby agree to be legally bound by these terms and conditions.
Account: means a MarketplaceWorks accounts or instances created by or on behalf of Subscriber or its Agents within the Service.
Agent: means an individual authorized to use the Service through Your Account for such Service as an agent and/or administrator as identified through a unique login.
Site: means www.marketplaceworks.com and any other website operated by MarketplaceWorks.
Subscription Term: means the time period during which you, or your Agent, have agreed to us the MarketplaceWorks Service.
Subscription Plan/Level: means the rate/fee structure you have agreed to pay for the current Subscription Term. This may or may not include access to specific features or functionality.
2. MODIFICATIONS TO THIS AGREEMENT
We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time. You can find the most recent version of these terms and conditions on the Site, with the date of last modification noted above. Such modifications shall become effective immediately upon the posting thereof. Therefore, we encourage you to check the date of our terms and conditions whenever you visit this Site to check if they have been updated. You must review this agreement on a regular basis to keep yourself apprised of any changes. If you do not agree to the revised terms and conditions, your sole recourse is to immediately stop all use of the Services. Your continued use of the Services following the posting of modifications will constitute your acceptance of the revised terms and conditions. Should you have any questions regarding the use of our Site, please submit a ticket from our help page.
3. YOUR REGISTRATION OBLIGATIONS
To obtain and use the Services, you will be required to create an Account with MarketplaceWorks by completing an account registration form and designating a user ID (email address) and password. When registering with MarketplaceWorks you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's account registration form (such information being the "Account Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
You may not authorize any third party to access or use the Services using your user ID and password. You are responsible for maintaining the confidentiality of the user ID and password, and are fully responsible for all activities that occur under your user ID or password. You are able to define additional user IDs that will have access to your Account. You are fully responsible for all activities that occur under these additional user IDs associated with your Account. You agree to immediately notify MarketplaceWorks of any unauthorized use of your user ID or password, one of your additional designated user IDs or passwords, or any other breach of security. MarketplaceWorks cannot and will not be liable for any loss or damage arising from any unauthorized use of your Account.
4. CONSENT TO ELECTRONIC COMMUNICATIONS AND SOLICITATION
By registering with MarketplaceWorks, you understand that we may send you communications or data from MarketplaceWorks regarding the Services, including but not limited to (i) notices about your use of the Services, including any notices concerning violations of use, (ii) updates, and (iii) promotional information and materials regarding MarketplaceWorks's products and services, via electronic mail
5. USER CONDUCT/ACCEPTABLE USE POLICY
Unauthorized use of the MarketplaceWorks Service, or the resale of said Service without our prior written consent, is expressly prohibited. You shall not copy, sell, transfer, distribute, publish, or assign your license to our Services in any format to any third party. In addition, you may not use the Services in any way that violates applicable federal, state, or international law, or for any unlawful purpose. Further, you may not use the Services to send, receive, or download messages or materials that are inappropriate or violate the intellectual property rights of MarketplaceWorks or others.
To the extent that the Services provide Users an opportunity to retrieve and send inventory and order information from User's marketplace accounts ("User Content"), you hereby represent and warrant that you have all necessary rights in and to all User Content you provide and all information contained therein. You continue to retain all ownership rights in any User Content you provide and shall remain solely responsible for your conduct, your User Content, and any material or information transmitted to other Users or Services. MarketplaceWorks does not claim any ownership rights in any User Content.
Additionally, MarketplaceWorks reserves the right, without limitation, to terminate your access to and use of the Site and Services if, in our view, your conduct fails to meet any of the following guidelines for User conduct:
You may not attempt to harm, disrupt, or otherwise engage in activity that diminishes, the MarketplaceWorks Site, computer systems and network, or the Services.
You may not attempt to interfere with any other person's use of the Services.
You may not misrepresent your identity or impersonate any person.
You may not attempt to gain access to any Account, computers or networks related to the Services without authorization.
You may not attempt to obtain any data through any means from the Services, except if we intend to provide or make it available to you.
You may not attempt to charge others to use the Services either directly or indirectly.
You may not use the Services to participate in pyramid schemes or chain letters.
You may not use the Services to send, either directly or indirectly, any unsolicited bulk e-mail or communications or unsolicited commercial e-mail or communications.
You may not use the Services for defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights of others.
You may not use the Services to send or otherwise make available, any material protected by intellectual property laws unless you own or control the rights to such material or have received all necessary consents.
You may not use the Services to send or otherwise making available any material that contains viruses, Trojan horses, worms, corrupted files, or any other similar software that may damage the operation of the Service or another's computer or property.
You may not use the Services to violate any code of conduct or other guidelines which may be applicable to the Services or the Site.
You may not use the Services to harvest or otherwise collecting information about others, including email addresses.
You may not attempt to modify, translate, adapt, edit, copy, decompile, disassemble, reproduce, or reverse engineer any information or software used or provided by MarketplaceWorks in connection with the MarketplaceWorks Site or Services, or any component of the Site itself or derivative works with respect thereto.
You may not use the Services in a manner that results in excessive bandwidth usage, as determined by a representative of MarketplaceWorks. Use of the Services on the Site as well as use of the Services on any desktop application will be applied toward such bandwidth usage.
All judgments concerning the applicability of these guidelines shall be at the sole and exclusive discretion of MarketplaceWorks. MarketplaceWorks reserves the right, in its sole discretion, to determine whether and what action to take in response to each such notification, and any action or inaction in a particular instance shall not dictate or limit MarketplaceWorks's response to a future complaint. You acknowledge and agree that MarketplaceWorks shall not assume or have any liability for any action or inaction by MarketplaceWorks with respect to any User Content. Users shall remain solely responsible for User Content, and any material or information transmitted to other Users for interaction with other Users.
6. INTELLECTUAL PROPERTY RIGHTS AND NOTICES
Except for the licenses granted herein, you have no right, title or interest in or to MarketplaceWorks Services or any content. You agree that MarketplaceWorks or its licensors retain all proprietary right, title and interest, including copyright and all other intellectual property rights, in and to MarketplaceWorks Service and content, including, without limitation, text, images, and other multimedia data. You agree that you will not copy, reproduce, distribute or create derivative works from any information, content, software or materials provided by MarketplaceWorks, or remove any copyright or other proprietary rights notices contained in any such information, content, software or materials without the copyright owner's prior written consent.
All contents of the MarketplaceWorks's Site and Services including but not limited to design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement ("Content") are: Copyright © 2015 MarketplaceWorks, LLC, and/or the proprietary property of its suppliers, affiliates, or licensors. Content may not be reproduced, modified, derivative works created from, displayed, performed, published, distributed, disseminated, broadcasted or circulated to any third party (including, without limitation, the display and distribution of the material via a third party Web site or other networked computer environment) without the express prior written consent of MarketplaceWorks and/or its suppliers, affiliates, or licensors. All rights reserved.
MarketplaceWorks and the MarketplaceWorks logo are including without limitation, either trademarks, service marks or registered trademarks of MarketplaceWorks, and may not be copied, imitated, or used, in whole or in part, without MarketplaceWorks's prior written permission or that of our suppliers or licensors. Other product and company names may be trade or service marks of their respective owners.
MarketplaceWorks may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter in its Site that are part of the Services. Unless we have granted you licenses to our intellectual property in these terms and conditions, our providing you with such Web pages does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
7. THIRD PARTY CONTENT, SITES AND SERVICES
All transactions using MarketplaceWorks Services are between the transacting parties only. The Services may contain features and functionalities linking you or providing you with certain functionality and access to third party content, including Web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. We may also provide some content to you as part of the Services. However, MarketplaceWorks is not an agent of any transacting party, nor are we a direct party in any such transaction. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. Similarly, we are not responsible for any third party content you access with the Services, and you irrevocably waive any claim against us with respect to such sites and third-party content. MarketplaceWorks shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party related to the Services, including the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, we will not be responsible unless the problem was the direct result of our breaches.
9. MARKETPLACEWORKS MAKES NO WARRANTIES
MarketplaceWorks is in no way liable for loss of customer data. Under no circumstances will MarketplaceWorks be held accountable for any loss of customer data. By becoming a MarketplaceWorks user you, the customer, acknowledge that you forfeit the right to hold MarketplaceWorks accountable for any and all technical errors, including loss of user data (customer data).
MarketplaceWorks does not guarantee length of Service.
MarketplaceWorks intends for the information contained on its Site and Services to be accurate and reliable; however, errors sometimes may occur. In addition, MarketplaceWorks may make changes and improvements to the information provided herein at any time. MARKETPLACEWORKS PROVIDES ITS SITE AND SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARKETPLACEWORKS, ITS AFFILIATES, RESELLERS, DISTRIBUTORS, SERVICE PROVIDERS AND/OR SUPPLIERS (EACH, A "MARKETPLACEWORKS PARTY," AND COLLECTIVELY, THE "MARKETPLACEWORKS PARTIES") MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. THE MARKETPLACEWORKS PARTIES DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (1) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NONINFRINGEMENT, (2) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (3) WARRANTIES OR CONDITIONS THAT ACCESS TO OR USE OF THE WEB SITES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THIS CONTRACT.
10. LIMITATIONS OF LIABILITY
IN NO EVENT WILL ANY MARKETPLACEWORKS PARTY BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THIS CONTRACT OR YOUR USE OF THE SOFTWARE OR SERVICE, EVEN IF SUCH MARKETPLACEWORKS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS SECTION IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (1) BREACH OF CONTRACT, (2) BREACH OF WARRANTY, (3) NEGLIGENCE, OR (4) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH THE SERVICE, YOU DO NOT AGREE WITH ANY PART OF THIS CONTRACT, OR YOU HAVE ANY OTHER DISPUTE OR CLAIM WITH OR AGAINST ANY MARKETPLACEWORKS PARTY WITH RESPECT TO THIS CONTRACT OR THE SERVICE, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. In the event that, notwithstanding the foregoing disclaimers and indemnification, MarketplaceWorks is found responsible to any MarketplaceWorks User for any reason whatsoever, MarketplaceWorks responsibility shall be limited to the amounts actually paid by such user for MarketplaceWorks Services, and shall not include punitive damages or consequential or resulting damages of any nature.
11. CHANGES TO THE SERVICE; ADDITIONAL LIABILITY LIMITATION
WE MAY CHANGE THE SOFTWARE AND SERVICE OR DELETE FEATURES AT ANY TIME AND FOR ANY REASON. WITHOUT LIMITING THE GENERAL NATURE OF THE PRECEEDING SECTIONS, THE MARKETPLACEWORKS PARTIES ARE NOT RESPONSIBLE OR LIABLE FOR (1) ANY CONTENT, INCLUDING WITHOUT LIMITATION, ANY INFRINGING, INACCURATE, OBSCENE, INDECENT, THREATENING, OFFENSIVE, DEFAMATORY, TORTIOUS, OR ILLEGAL CONTENT, OR (2) ANY THIRD PARTY CONDUCT, TRANSMISSIONS OR DATA. IN ADDITION, WITHOUT LIMITING THE GENERALITY OF PRIOR SECTIONS, MARKETPLACEWORKS IS NOT RESPONSIBLE OR LIABLE FOR (1) ANY VIRUSES OR OTHER DISABLING FEATURES THAT AFFECT YOUR ACCESS TO OR USE OF THE SOFTWARE AND SERVICES, (2) ANY INCOMPATIBILITY BETWEEN THE SOFTWARE AND SERVICES AND OTHER WEB SITES, SERVICES, SOFTWARE AND HARDWARE, (3) ANY DELAYS OR FAILURES YOU MAY EXPERIENCE IN INITIATING, CONDUCTING OR COMPLETING ANY TRANSMISSIONS OR TRANSACTIONS IN CONNECTION WITH THE SOFTWARE AND SERVICES IN AN ACCURATE OR TIMELY MANNER, (4) ANY LOSS OF USER DATA, INCLUDING, WITHOUT LIMITATION, DAMAGED OR LOST USER FILES, THROUGH USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, THE DESKTOP SOFTWARE, OR (5) ANY DAMAGES OR COSTS OF ANY TYPE ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SOFTWARE AND SERVICES AVAILABLE FROM THIRD PARTIES THROUGH LINKS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
You agree to indemnify, defend and hold harmless, MarketplaceWorks, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third party providers, to and from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this agreement by you. MarketplaceWorks reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with MarketplaceWorks in asserting any available defenses.
13. PAYMENT OF FEES; AUTOMATIC RENEWAL
The cost/fee associated with each Subscription Plan/Level for the MarketplaceWorks Service is available at www.marketplaceworks.com and as published within the Services. MarketplaceWorks reserves the right to change the fees or applicable charges and to institute new charges at any time, upon thirty (30) days prior notice to you (which may be sent by email to the address you have most recently provided us). All fees and payments are in U.S. dollars.
Unless specifically agreed upon in writing between User and MarketplaceWorks at the commencement of a Subscription Term, at the conclusion of any Subscription Term, MarketplaceWorks will automatically renew the Service for the new term at the same Subscription Plan/Level and will charge the user's credit card, PayPal account, or other agreed upon payment system on the first day of the new Subscription Term.
Payments for all Accounts are due the day following the final day of the Subscription Term. The first day after the trial period signifies the start of the first Subscription Term. Any trial period ending on the 29th, 30th, or 31st will have the trial end date extended such that the first Subscription Term begins on the 1st of the month.
If the User chooses to change the Subscription Plan/Level during a Subscription Term, the new Subscription Plan/Level will apply for the current term. At the start of any Subscription Term, the last selected Subscription Plan/level will apply.
The User hereby authorize the MarketplaceWorks agent to bill the User's credit card or other payment instrument on a periodic basis in accordance with the terms of the Subscription Plan/Level until the user terminates the Service, and further agrees to pay any subscription charges so incurred. MarketplaceWorks uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use the User's billing information except to process the User's credit card information for MarketplaceWorks.
If payment is not received by the end of the Subscription Term MarketplaceWorks reserves the right to freeze or make inaccessible the User's Account on MarketplaceWorks until all outstanding payments have been processed by MarketplaceWorks. Users retain the responsibility for settling all outstanding balances in a timely manner and maintaining updated billing information. If not complied with, at the end of 90 days, User's Account, at MarketplaceWorks discretion, will be deactivated and all data will no longer be retrievable.
14. CREDITS POLICY
MarketplaceWorks may elect to offer credits in to some or all of the Service. Credits may be accumulated by the user in various ways, including but not limited to, via promotional campaigns and referrals. MarketplaceWorks reserves the right to award credits at its sole discretion and have no monetary or cash value and can only be used by to offset the user's subsequent charges. Credits are non-transferable.
15. TERMINATION OF SERVICE
MarketplaceWorks reserves the right to terminate without notice your Account or use of MarketplaceWorks Services and delete any data within MarketplaceWorks Service, in our sole discretion, without cause and/or without notice. The user may terminate the Service upon notice to MarketplaceWorks at any time. Prior to termination the user is responsible for downloading any data the user wishes to preserve. Upon termination by MarketplaceWorks or at the users direction, the user may request a file of the user's data (inventory and orders), which MarketplaceWorks will make available. The request to receive such file must be made within thirty (30) days of termination. Otherwise, ANY DATA STORED ON MARKETPLACEWORKS'S SYSTEMS MAY NOT BE RETRIEVED, and MarketplaceWorks shall have no obligation to maintain any data stored in the User Account or to forward any data to the user.
Except as specifically set forth in this section, all MarketplaceWorks Services are non-refundable. Users on our free trial may cancel free of charge, at any time up until the last day of their trial period. (The day of Account creation constitutes the first day of the trial.)
When paying users cancel or terminate their Account, they will be charged a prorated monthly fee for the current billing period based upon the percentage of the billing period completed. Any additional sales based charges will be determined from the beginning of the billing date until the termination date. Other requests for refunds may be processed at the sole discretion of a MarketplaceWorks staff member.
All cancellations are processed automatically via Web site functionality within the Account section of the Site. Cancellation requests sent via email to firstname.lastname@example.org will not be processed. You must use the cancellation process within MarketplaceWorks to process your cancellation.
16. GOVERNING LAW
These Terms shall be governed by the laws of the State of New Hampshire without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of New Hampshire, for the purpose of resolving any dispute relating to the Terms or access to or use of the Service by You or your Agents.
17. DATACENTER LOCATION
By using the MarketplaceWorks Services, Users understand and consent to the processing of personal information in the United States.
18. NOTICES TO MARKETPLACEWORKS
You may notify us by e-mail at email@example.com or firstname.lastname@example.org.
If any part of these terms and conditions are determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid enforceable provision that most closely matches the intent of the original provision, and the remainder of the agreement shall continue in effect.
MarketplaceWorks may assign this contract, in whole or in part, at any time with or without notice to you. You may not, directly or indirectly, by operation of law or otherwise, assign this contract, or any part of it, to any other party without MarketplaceWorks prior consent. Any attempt by you to do so is void.
The failure of MarketplaceWorks to exercise or enforce any right or provision of the terms and conditions shall not constitute a waiver of such right or provision. The section titles in these terms and conditions are for convenience only and have no legal or contractual effect.
A printed version of these terms and conditions and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these terms and conditions to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved.