Terms of Use


Version 1.0

Last revised on: December 16, 2018

The website located at source.com (the “Site”) is a copyrighted work belonging to Sell It Easy Inc. (“Company”, “us”, “our”, and “we”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

These Terms of Use (these “Terms”) set forth the legally binding terms and conditions that govern your use of the Site. By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). you may not access or use the Site or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, do not access and/or use the Site.

These terms require the use of arbitration (Section 10.2) on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.


Accounts

Account Creation. In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site. Company may suspend or terminate your Account in accordance with Section 8.

Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.


Access to the Site

License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.

Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on any content displayed on the Site) must be retained on all copies thereof.

Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

No Support or Maintenance. You acknowledge and agree that Company will have no obligation to provide you with any support or maintenance in connection with the Site.

Ownership. Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms.


User Content

User Content. “User Content” means any and all information and content that a user submits to, or uses with, the Site (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

License. You hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, solely for the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”: You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other computer systems or networks connected to or used together with the Site), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

Enforcement. We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities. Feedback. If you provide Company with any feedback or suggestions regarding the Site (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

Indemnification. You agree to indemnify and hold Company (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.


Third-Party Links & Ads; Other Users

Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

Other Users. Each Site user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Site user, we are under no obligation to become involved.

Release. You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


Disclaimers

THE SITE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.


Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Term and Termination. Subject to this Section, these Terms will remain in full force and effect while you use the Site. We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases. Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.


Copyright Policy.

Company respects the intellectual property of others and asks that users of our Site do the same. In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

your physical or electronic signature;

identification of the copyrighted work(s) that you claim to have been infringed;

identification of the material on our services that you claim is infringing and that you request us to remove;

sufficient information to permit us to locate such material;

your address, telephone number, and e-mail address;

a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.


General

Changes. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: 3046 Rolison Rd, Redwood City, California 94063. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.

Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.

Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within San Mateo County, California, for such purpose

Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

Disclosures. Company is located at the address in Section 10.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

Copyright/Trademark Information. Copyright © 2020 Sell It Easy Inc. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Source Marketplace Services Terms and Conditions for Sellers
PLEASE READ THESE SOURCE MARKETPLACE TERMS AND CONDITIONS CAREFULLY. This document contains very important information regarding your rights and obligations, as well as conditions, limitations, and exclusions that might apply to you. These Terms and Conditions require the use of arbitration to resolve disputes, rather than jury trials.
BY PLACING INVENTORY FOR THE MARKETPLACE SERVICES FROM THIS WEBSITE OR APPLICATION, YOU AFFIRM THAT:
YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS AND CONDITIONS, AND YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS; AND
IF YOU PLACE AN ORDER ON BEHALF OF AN ORGANIZATION OR COMPANY, YOU HAVE THE LEGAL AUTHORITY TO BIND ANY SUCH ORGANIZATION OR COMPANY TO THESE TERMS AND CONDITIONS.
YOU MAY NOT PLACE INVENTORY OR OBTAIN MARKETPLACE SERVICES FROM THIS WEBSITE OR APPLICATION IF YOU (A) DO NOT AGREE TO THESE TERMS AND CONDITIONS, (B) ARE NOT THE OLDER OF (i) AT LEAST 18 YEARS OF AGE OR (ii) LEGAL AGE TO FORM A BINDING CONTRACT WITH SOURCE, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR APPLICATION, OR ANY OF THIS WEBSITE'S OR APPLICATION’S CONTENTS OR SERVICES BY APPLICABLE LAW.
These Source Marketplace Terms and Conditions for Sellers (these “ Terms and Conditions”) apply to the purchase and sale of services and use of such services through a website or application owned, operated, hosted or managed by Source, such as BlueLots, and related services (“Marketplace Service”) to facilitate business-to-business sales of excess physical goods (“ Inventory”) in the United States. These Terms and Conditions are a binding legal agreement between you or the entity you represent (“Seller”, “you”, or “ your”) and Sell It Easy, Inc. doing business as Source, a Delaware corporation, with a principal place of business located at 340 S. Lemon Ave. #4161, Walnut, CA 91789 (“Source”, “ we”, “us”, “our”).
Please note: These Terms and Conditions may have changed. Though your access and use of the Services is governed by these Terms and Conditions effective at the time, Source may revise and update these Terms and Conditions from time to time in our sole discretion. If we make material changes to these Terms and Conditions, we will notify you by email or by posting a notice on the Marketplace Service prior to the effective date of the changes. We will also indicate at the top of this page the date that revisions were last made.
These Terms and Conditions are an integral part of the Terms of Use that apply generally to the use of our website or Application. You should also carefully review our Privacy Policy before placing Inventory for sale through the Marketplace Service (see Section 8.5).
Marketplace Service.
Appointment. Seller appoints Source as a provider of online, e-commerce marketplace services for the sale of excess Inventory, within the United States, and Source accepts such appointment.
Marketplace Service Account. In order to use certain aspects of the Marketplace Service, Seller will need to register for the Marketplace Service and create an account in accordance with the Terms of Use. When creating your account for the Marketplace Service, Seller shall provide true, accurate, current and complete information. Seller shall maintain and update its contact, distribution center address(es), Inventory (including Inventory listings as detailed in Section 1.3), payment account information, a valid credit card and other information as needed to keep it true, accurate, current and complete. Seller is solely responsible for the accuracy of all account and listing information. Seller is solely responsible for maintaining the confidentiality of its account username and password and restricting access to its account, and Seller agrees to accept responsibility for all activities that occur under its account. If Seller has reason to believe that its account is no longer secure, Seller will immediately notify Source. Source may, at any time, suspend or terminate Seller’s account, delete any Inventory Information (as defined below), listing or content that violates these Terms and Conditions or any policies communicated to Seller, or prohibit Seller from accessing or using the Marketplace Service for any reason at the sole discretion of Source.
Inventory Listing. Seller will, or Source may on Seller’s behalf, create and post Inventory listings on the Marketplace Service.
Seller shall provide the following information about its Inventory to Source, as an excel file (or other mutually agreed format) uploaded to the Marketplace Service, for the purpose of creating Inventory listings: product names and descriptions, suggested resale price, quantity, condition of products, product images (in the format and resolution requested by Source), location of Inventory and any other information about the Inventory required by Source (“ Inventory Information”). Subject to these Terms and Conditions, Seller hereby grants to Source a non-exclusive, non-transferable right and license to use and display Seller’s logo, name, and any product images and names provided by Seller in connection with the promotion, listing, advertising and sale of the Inventory.
Seller may list duplicate or the same Inventory on the Marketplace Service that is simultaneously listed on another resale channel or elsewhere; provided that Seller shall immediately remove any listings of Inventory that have sold on another resale channel or elsewhere to avoid disputes arising from Seller’s inability to fulfill orders for Inventory listed on, but no longer available through, the Marketplace Service. Notwithstanding the foregoing and subject to the provisions of these Terms and Conditions, Seller shall remain responsible and liable for fulfilling any sales for Inventory on the Marketplace Service even if such Inventory was also sold on another channel or platform, or compensate Source for the actual sale value of such listed Inventory, unless determined otherwise by Source.
Source reserves the right to refuse or remove any listing for Inventory at any time for any reason as solely determined by Source.
Use of the Marketplace Service. Subject to these Terms and Conditions, Source hereby grants to Seller: (a) the right to access and use the Marketplace Service solely for the purpose of listing Inventory for potential sale to end users of the Marketplace Service; and (b) a limited, non-exclusive, non-transferable license to download, install and use software in object code form only, including documentation, to access and use the Marketplace Service through a mobile device (the “Application”). Source reserves the right to improve, change, modify or discontinue the Marketplace Service (including any features or functionality) or any portion thereof at any time.
Restrictions.
Seller shall not, and shall not permit any third party to: (i) copy, modify, adapt or create any derivative work of the Marketplace Service or Application, or any part thereof; (ii) market, sell, license, sublicense, distribute, publish, display, reproduce, rent, lease, loan, assign or otherwise transfer to a third party the Marketplace Service or Application or any copy thereof, in whole or in part; (iii) reverse engineer, disassemble, or decompile the Marketplace Service or Application or otherwise attempt to derive or gain access to the source code of the Marketplace Service or Application, unless expressly permitted or required by law; (iv) employ any robot, spider, data miner, crawler or other automatic device or manual process to copy or monitor the Marketplace Service; or (v) use the Marketplace Service or Application in any manner or for any purpose not expressly permitted in these Terms and Conditions.
Seller shall not: (i) offer or deliver Inventory or upload images or any content that in any way violates or infringes upon the intellectual property, personal, proprietary or other rights (such as copyrights, trademarks, patents, trade secret or confidential information) of any third party (including without limitation counterfeit goods); (ii) offer or deliver Inventory that is illegal in any jurisdiction where the Inventory is offered or delivered; or (iii) engage in any other illegal or fraudulent activities.
Seller shall not circumvent, or attempt to circumvent (including by providing promotional materials for Seller in any pallets, lots or packaging prepared for shipping of Inventory), the Marketplace Service to sell Inventory directly to any buyer that Seller is introduced to, becomes aware of or has previously completed a transaction with as a result of or in connection with Seller’s use of the Marketplace Service. In the event of such circumvention, actual or attempted, Source may immediately terminate Seller’s account and these Terms and Conditions, and Seller will be liable for any resulting loss or damages suffered by Source.
Support. Source shall provide support services for the Marketplace Service to Seller, provided that Seller maintains a valid account and abides by these Terms and Conditions. Source will respond to and address bona fide end user questions or comments related to the use of the Marketplace Service. For questions or comments related to Inventory or shipping, Source will forward such questions and comments to Seller, and Seller agrees to promptly respond to and address such questions or comments.
Fulfillment and Shipping .
Fulfillment. Seller shall fulfill accepted orders for listed Inventory promptly after such Inventory is purchased on the Marketplace Service. If Inventory is listed for sale via an auction, Seller cannot cancel such auction once it begins, and must accept and agree to the final auction sale price and fulfill the Inventory in accordance with these Terms and Conditions even if such final auction sale price is lower than the suggested resale price. Source reserves the right to determine, in its sole discretion, whether or not to cancel any order for Inventory. In the event Source allows Seller to cancel an order for Inventory, Seller shall pay to Source an Inventory Cancellation Fee as detailed in the then-current fee schedule in addition to the Fees detailed in Section 5.1, which are non-refundable even in the event of a cancellation.
Shipping. Buyer is responsible for all packing and shipping costs associated with purchased Inventory. Unless expressly agreed to by the Parties in writing, Source shall select and arrange the method of shipment of Inventory purchased on the Marketplace Service to an applicable buyer, including creation of shipping labels (which may not be altered by the Seller) and selecting and arranging the freight carrier to deliver the purchased Inventory to the buyer. Seller shall provide accurate shipping weight, dimensions and other relevant freight information to Source for shipping of purchased Inventory. If such freight is reassessed or the package is re-labeled at a different cost, Seller agrees to be charged by Source for the revised cost even if such cost is higher than the Seller expected. Seller shall promptly prepare Inventory for shipment and honor and abide by any handling and shipping times and arrangements otherwise communicated by Source to Seller.
Ownership of Inventory. Title to all Inventory or other materials that are shipped by Source on behalf of Seller will at all times remain with Seller. Seller shall at all times be the owner of record of such Inventory or other materials and shall be solely responsible for any matters arising from or relating to such Inventory or other materials.
Customized Services. If any customized services will be provided to Seller by Source, the Parties shall document such customized services in a mutually agreed upon, signed writing and the provision of such services will be subject to these Terms and Conditions.
Additional Seller Obligations.
Seller Cooperation. Seller shall: (a) respond promptly to any reasonable requests from Source for information or approvals required by Source in connection with the Marketplace Service; (b) cooperate with Source in its performance of its obligations and the services detailed in these Terms and Conditions (including assisting with and cooperating during any Buyer dispute) and provide access to Seller's premises, employees, and contractors as required to enable Source to provide such services; (c) take all steps necessary, including obtaining any required licenses or consents, to prevent Seller-caused delays in Source's provision of any services related to the Marketplace Service and these Terms and Conditions.
Fees and Payment.
Fees. Subject to the terms of this Section, Seller shall pay the following fees to Source for each sale of Inventory through the Marketplace Service: (a) a commission in the amount equal to 10% of the total sale price (exclusive of sales tax) of such Inventory; and (b) a payment processing fee in the amount equal to 2.9% of the total sale price (exclusive of sales tax) of such Inventory (collectively, the “Sale Transaction Fees”). In addition to the Sale Transaction Fees, Seller shall pay any other fees associated with each sale of Inventory that are paid by Source on behalf of Seller and listed in these Terms and Conditions (if applicable) (collectively (including Sale Transaction Fees), the “ Fees”. All Fees are non-refundable, even in the case of a dispute, and subject to change. Any changes to Fees will be effective on Seller at a reasonable date following notice of such change. The Fees are listed in the fee schedule provided by and updated from time to time by Source. Contact Source for the most up to date fee schedule.
Payment to Seller. Seller appoints Source as its limited agent solely for the purpose of collecting payments from buyers for Inventory. Source shall remit to Seller payment received by Source from buyers who purchase Inventory on the Marketplace Service, less any Fees or other fees owed by Seller to Source. Source shall make payments to Seller twice a month (exact dates during each month to be determined by Source at its sole discretion) and in US dollars by electronic transfer to the Seller’s PayPal or bank account on file with Source. Seller is responsible for providing valid, current and accurate PayPal or bank account information to Source and maintaining such account information. In the event that invalid, expired or inaccurate information is provided by the Seller, Source is not responsible or liable for payments being sent to an incorrect account or any resulting delay in payment to Seller.
Taxes and Resale Certificates. Seller shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Seller hereunder; provided that in no event shall Seller pay or be responsible for any taxes imposed on, or regarding, Source's income, revenues, gross receipts, personnel, or real or personal property or other assets. Notwithstanding the foregoing, Source will request a copy of the resale certificate for buyers using the Marketplace Service and will use commercial reasonable efforts to provide a copy of each relevant resale certificate to Seller.
Seller’s Account Balance. Seller shall maintain a positive account balance in connection with the Marketplace Service. Seller is required to provide and keep a valid credit card on file for its Marketplace Service account to cover any amounts owed to Source and that are not covered by proceeds from a sale of Inventory on the Marketplace Service. Seller authorizes Source to charge Seller’s credit card on file, or by any other authorized method if necessary, if Seller’s account balance becomes negative. All late payments will bear interest at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. During the first three months of Seller having a valid account for and using the Marketplace Service (or longer if necessary and as solely determined by Source), Source may withhold any amount of Seller’s account balance for a reasonable period of time until Seller’s purchased Inventory is delivered to and accepted by the respective buyer.
Buyer Disputes. Source is solely responsible for managing and resolving any disputes relating to purchased Inventory filed by buyers on the Marketplace Service. Seller is responsible for any costs arising from any buyer disputes related to Inventory. Source may withhold any amount of a Seller’s account balance until a buyer dispute is resolved. Seller agrees to cooperate with the dispute resolution process of Source, including providing any requested information and responding to related requests in a timely manner, in accordance with Section 4.2.
Sales Data and Metrics. Source shall provide to Seller through a dashboard in the Marketplace Service completed sales and other metrics, as solely determined by Source, regarding Inventory listed and purchased through the Marketplace Service.
Relationship Managers . Each Party shall designate a primary contact to act as its authorized representative with respect to all matters pertaining to these Terms and Conditions (“Relationship Manager”), with such designation to remain in force unless and until a successor Relationship Manager is appointed by the respective Party.
User Information, Source Data and Privacy Policy .
Ownership of User Information. Seller retains ownership of any intellectual property rights that it holds in any files, materials, information, data, text or other user-uploaded content (“ User Information”) that it posts, uploads or transmits to or through the Marketplace Service. Seller represents and warrants that it has full rights to post, upload or transmit any and all User Information.
Use of Seller’s User Information. Seller grants Source (i) permission to access Seller’s account and profile as it deems necessary in connection with providing the Marketplace Service, and (ii) a non-exclusive, worldwide, royalty-free license to use, host, store, reproduce, display, modify and create derivative works (such as reports, and similar features or services provided in the Marketplace Service) of Seller’s User Information. Source reserves the right to verify, audit, backup, edit, copy or transmit User Information as required by these Terms and Conditions, any law or regulations, or as necessary to provide and improve the Marketplace Service. Seller consents to the collection, use and disclosure of its personally identifiable information and non-personally identifiable information by Source as described in the Source privacy policy.
Responsibility for User Information. Given the nature of the Marketplace Service and the volume of information submitted, Source cannot and does not monitor all User Information posted or transmitted by Seller and materials or information submitted by other users or third-parties via the Marketplace Service. Source is not responsible or liable for User Information or other information submitted to the Marketplace Service for any reason.
Source Data and Information. Source shall exclusively own all information, metrics and data generated or tracked by the Marketplace Service as a result of Seller’s use of the Marketplace Service, and Seller acknowledges and agrees to such exclusive ownership by Source. Source may use such information for any purpose. Information contained in the Marketplace Service may contain errors. Source may also make changes and improvements to the information provided in the Marketplace Service at any time. Source is not responsible for any errors or delays caused by such errors or other technical problems beyond Source’s reasonable control.
Privacy Policy. Seller agrees that all User Information and other information it provides to Source or submit through the Marketplace Service and all information Source collects via the Marketplace Service is subject to the Source privacy policy, and Seller consents to all actions Source takes with respect to Seller’s information consistent with and in compliance such privacy policy.
Intellectual Property. Source and its licensors reserve and retain all rights, title and interest, including all patent, copyright, trade secret, know-how, design rights, trademark, and other intellectual property rights, in and to the Marketplace Service and Application, and any changes, corrections, enhancements, updates and other modifications thereto. The Parties reserve the right to control and use their respective names, symbols, trademarks and service marks (“Marks”), and neither party shall use the other party’s Marks without such party’s prior written consent. Notwithstanding the foregoing, Source may use and include Seller’s name and logo on its websites or applications and in marketing, promotional, case study or publicity materials created for the Marketplace Service or Source, and Seller consents to such use of Seller’s name and logo. Any rights not expressly granted to a party herein are reserved by the other party or its third-party providers.
Confidentiality. Each Party undertakes that it shall not at any time use or disclose to any person (and shall use its best endeavors to prevent the use, publication or disclosure of) any information concerning the business, financial information, customers, price list, clients, suppliers, intellectual property, or other sensitive or proprietary information (whether orally or in writing) (“ Confidential Information”), except as permitted by this Section 10. Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under the Agreement.
Each party may disclose the other party's Confidential Information: (i) to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party 's obligations under the Agreement, provided that such party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party 's Confidential Information comply with this Section 10; and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
Each party agrees and acknowledges that any breach or threatened breach of this Section 10 may cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of these Terms and Conditions or the continuation of any such breach by the receiving party, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.
Survival. Sections 10, 11, 14, 15, 17 through 27, and any right or obligation of the parties in these Terms and Conditions which, by its nature, should survive termination or expiration of these Terms and Conditions, will survive any such termination or expiration of these Terms and Conditions.
Force Majeure . Source shall not be liable or responsible to Seller, nor be deemed to have defaulted or breached these Terms and Conditions, for any failure or delay in fulfilling or performing any term of these Terms and Conditions to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Source including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, civil unrest, national emergency, strikes or other labor disputes, or restraints or delays affecting carriers; provided that, if the event in question continues for a continuous period in excess of 30 days, Seller shall be entitled to give notice in writing to Source to terminate these Terms and Conditions.
Compliance with Law. Each party shall comply with all laws, rules, regulations or other requirements imposed by any governmental body or entity that are applicable to the Inventory or performance of the services.
Representations and Warranties. Each party represents and warrants that (a) it has the full and unrestricted right, power and authority to enter into these Terms and Conditions; and (b) its performance of its obligations under these Terms and Conditions and provision of any and all information (including User Information, account information and Inventory listings) do not and will not violate any applicable law or regulation, separate agreement to which it is a party, or any third party’s intellectual property rights or other property rights. Seller represents and warrants that (i) it is lawfully in possession of the Inventory; (ii) has all necessary authority, rights and permissions to submit any User Information and grant the licenses described in these Terms and Conditions; (iii) Seller’s registration information and any User Information is truthful, accurate, current and complete; and (iv) Seller is not located in or listed on any U.S. Government list of prohibited or restricted parties and country.
Insurance . Seller shall, at its own expense, maintain and carry insurance in commercially reasonable amounts on its Inventory to protect against risk of loss and/or damage that includes, but is not limited to, commercial general liability in a sum no less than US$1,000,000.00 with financially sound and reputable insurers. Upon Source's request, Seller shall provide Source with a certificate of insurance from Seller's insurer evidencing the insurance coverage specified in these Terms and Conditions, and name Source as additional insureds. Seller shall require its insurer to waive all rights of subrogation against Source's insurers and Source as it relates to Inventory. For clarity, Source will not provide any insurance coverage for Inventory. The Parties agree that with respect to any loss which is covered by self-insurance, insurance then being carried by each party respectively, or required to be carried hereunder, the party self-insuring, carrying or required to carry such insurance and suffering said loss hereby releases the other party of or from any and all claims with respect to such loss.
No Guarantees. Source does not guarantee or promise any specific results from using the Marketplace Service, including but not limited to certain profit margins, cost recovery or similar impacts to Seller’s business or inventory management.
Limitation of Liability.
EXCEPT FOR BREACH OF CONFIDENTIALITY (SECTION 10) AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS (SECTION 18), IN NO EVENT SHALL EITHER PARTY NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IN CONNECTION WITH THE MARKETPLACE SERVICE OR THESE TERMS AND CONDITIONS REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR BREACH OF CONFIDENTIALITY (SECTION 10) AND EACH PARTY’S INDEMNIFICATION OBLIGATIONS (SECTION 18), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE MARKETPLACE SERVICE OR THESE TERMS AND CONDITIONS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID BY SELLER OR PAYABLE TO SOURCE IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Indemnification . Subject to the exceptions and limitations in this Section, each party (“Indemnifying Party”) shall indemnify and hold harmless the other party and its directors, officers, employees or agents (collectively, “Indemnified Party”) from and against any and all losses, damages, liability and expense (including, without limitation, reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (“ Losses”) incurred or suffered by the Indemnified Party arising from a claim by a third party in connection with or arising out of Indemnifying Party’s breach of these Terms and Conditions (including its representations and warranties set forth in these Terms and Conditions), violation of law, or Indemnifying Party’s gross negligence or willful misconduct. Notwithstanding anything to the contrary in these Terms and Conditions, Indemnifying Party is not obligated to indemnify or hold harmless Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from, in whole or in part, Indemnified Party’s gross negligence recklessness or willful act or omission or use of the Marketplace Service or Application in any manner not authorized under these Terms and Conditions. Furthermore, Seller shall indemnify and hold Source and its Indemnified Party harmless from and against any all Losses incurred or suffered by Source arising from a claim by a third party in connection with or arising out of any product liability claims related to the Inventory (including personal injury, death or damage to property caused by or in connection with any Inventory or its packaging).
Notices . We may provide any notice to you under these Terms and Conditions by (i) sending a message to the email address you provide or (ii) by posting to the website or Application. To give us notice under these Terms and Conditions, you must contact us at support@source.com or by registered or certified mail to 340 S. Lemon Ave. #4161, Walnut, CA 91789. Notices sent by email will be effective when we send the email and notices we provide by posting will be effective upon posting or the posted effective date. Notices provided by registered or certified mail will be effective three business days after they are sent.
Assignment . Seller shall not assign, transfer or delegate any of its rights or delegate any of its obligations under these Terms and Conditions without the prior written consent of Source. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve you of any of its obligations under these Terms and Conditions. Source may assign any of its rights to any affiliate or to any entity acquiring all or substantially all of its assets without your consent, provided that Source promptly notify you of such assignment. These Terms and Conditions are binding on and inure to the benefit of the parties to these Terms and Conditions and their respective permitted successors and permitted assigns.
Binding Arbitration. The parties agree that any dispute, claim or controversy arising out of or relating to these Terms and Conditions or the existence, breach, termination, enforcement, interpretation or validity thereof, or the Seller’s access to or use of the Marketplace Service at any time will be settled by binding arbitration between Seller and Source, and not in a court of law. Seller acknowledges and agrees that Seller and Source are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Seller and Source each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. The award rendered by the arbitrator will be final, non-reviewable, and non-appealable and binding on the Parties and may be entered and enforced in any court having jurisdiction.
Arbitration Rules. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Commercial Arbitration Rules and Mediation Procedures (the “AAA Rules”) then in effect. There will be one arbitrator agreed to by the Parties within 20 days of receipt by respondent of the request for arbitration or in default thereof appointed by the AAA in accordance with the AAA Rules.
Governing Rules and Law. You agree that: (i) the Marketplace Services shall be deemed solely based in California; and (ii) the Marketplace Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. These Terms and Conditions shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that San Francisco County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.
Relationship of the Parties. These Terms and Conditions do not create, and nothing contained in these Terms and Conditions will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
No Third-Party Beneficiaries . These Terms and Conditions solely benefit the parties to these Terms and Conditions, and nothing in these Terms and Conditions, express or implied, confers on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms and Conditions.
Severability . If any term or provision of these Terms and Conditions is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.
Amendments . No amendment to or modification of these Terms and Conditions is effective unless it is in writing and signed by an authorized representative of each party.
Waiver . No waiver by any party of any of the provisions of these Terms and Conditions will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
Entire Agreement . These Terms and Conditions, including and together with any related schedules, attachments and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.