Effective date: June 12, 2023
1. AGREEMENT TO TERMS
PLEASE READ SECTION 23 (DISPUTE RESOLUTION) CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS OR DISPUTES WILL BE RESOLVED. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE DISPUTE RESOLUTION POLICIES DESCRIBED IN SECTION 23.
1.3 The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
1.4 The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if Buyer or Seller interactions would be subjected to such laws, Buyer or Seller may not use this Site. Buyer or Seller may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
1.5 Assembly reserves the right, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Marketplace Offerings, or any portion of the Marketplace Offerings, for any reason; (2) to modify or change the Marketplace Offerings, or any portion of the Marketplace Offerings, and any applicable policies or terms; and (3) to interrupt the operation of the Marketplace Offerings, or any portion of the Marketplace Offerings, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
1.6 The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site or use the Marketplace Offerings.
2. ADDITIONAL DEFINITIONS
2.1 “Buyer” shall mean any user on the Site who bids on and/or wins product sold in a Listing from a Seller through the Site under the terms described herein and the entity that such individual represents in making the purchase, if applicable.
2.2 “Seller” shall mean any user on the Site who posts any Listing(s) of product Lots to be sold. Assembly is not a Seller, however, parties affiliated with Assembly may be a Seller.
2.3 “Listing” shall mean the content of a Lot and the requirements for a Buyer to purchase the Lot on the Site, including, but not limited to, the description and quantity of the Products contained in the Lot and the location of the Lot. Assembly has and shall maintain the right to modify or correct any Listing at any time prior to a Listing ending, and such modification shall be binding on any purchase of any Lot purchased after such modification or correction has been made.
2.4 A “Winning Bid” occurs when (1) the Buyer has received an Email Notification informing the Buyer that the Buyer has won a Listing and (2) the Listing displays a notice that the Buyer has won the Listing.
2.5 A “Completed Purchase” occurs when (1) a Buyer has provided to the Seller all of the purchase information requested in the Notification in the manner specified in such Notification to complete the purchase and (2) the purchase price for the Inventory (the “Purchase Price”) has been received as specified in the Notification. “Notification” shall mean any electronic communication that a listing has been awarded to a Buyer, and shall include any necessary payment, shipping, or other instructions, for Buyer to fulfill its obligations.
2.6 “Seller Fees” are any fee charged by Assembly, which may include but are not limited to, (a) fee to access to post Listings on the Site, (b) fee for a successful sold lot awarded to the highest bidder, referred to as a “Lot Sold Fee”, or (c) unauthorized listing activities, such as early Listing cancellation and (d) other fees as determined by Assembly. A schedule of Seller Fees is available upon request.
2.7 “Auction Extension” shall mean an auction where if a bid is entered within the final 5 minutes of the original closing time, the auction will be extended by 3 minutes. If a bid is then placed before the extended 5 minutes elapses, the auction will be extended again for 3 minutes and the listing will continue to be extended until there are no new bids placed within the final 5 minutes of the auction.
2.8 “Lot” shall mean inventory of products that are available for purchase within a Listing on the Site under the terms described herein.
2.9 “Product” or “Products” shall mean the devices or items contained within a lot that is available for purchase on the Site under the terms described herein.
3. INTELLECTUAL PROPERTY RIGHTS
3.2 Provided that Buyer or Seller are eligible to use the Site, Buyer or Seller are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which Buyer or Seller have properly gained access solely for Buyer or Seller personal, non-commercial use. We reserve all rights not expressly granted to Buyer or Seller in and to the Site, the Content and the Marks.
4. USER REPRESENTATIONS
4.2 If Buyer or Seller provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Buyer or Seller account and refuse any and all current or future use of the Site (or any portion thereof).
4.3 Buyer or Seller may not use the Site or the Marketplace Offerings for any illegal or unauthorized purpose nor may Buyer or Seller, in the use of Marketplace Offerings, violate any laws. Among unauthorized Marketplace Offerings are the following: intoxicants of any sort; illegal drugs or other illegal products; alcoholic beverages; games of chance; and pornography or graphic adult content, images, or other adult products. Postings of any unauthorized products or content may result in immediate termination of Buyer or Seller account and a lifetime ban from use of the Site.
4.5 We are a service provider and make no representations as to the safety, effectiveness, adequacy, accuracy, availability, prices, ratings, reviews, or legality of any of the information contained on the Site or the Marketplace Offerings displayed or offered through the Site. Buyer or Seller understand and agree that the content of the Site does not contain or constitute representations to be reasonably relied upon, and Buyer or Seller agree to hold us harmless from any errors, omissions, or misrepresentations contained within the Site’s content. We do not endorse or recommend any Marketplace Offerings and the Site is provided for informational and advertising purposes only.
5. USER REGISTRATION
5.1 Buyer or Seller may be required to register with the Site in order to access the Marketplace Offerings. Buyer or Seller agree to keep Buyer or Seller password confidential and will be responsible for all use of Buyer or Seller account and password. We reserve the right to remove, reclaim, or change a username that a Buyer or Seller selects if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
6. MARKETPLACE OFFERINGS
6.1 We reserve the right to limit the quantities of the Marketplace Offerings offered or available on the Site. All descriptions or pricing of the Marketplace Offerings are subject to change at any time without notice, at our sole discretion. We reserve the right to discontinue any Marketplace Offerings at any time for any reason. We do not warrant that the quality of any of the Marketplace Offerings purchased by Buyer or Seller will meet Buyer or Seller expectations or that any errors in the Site will be corrected.
7. AUCTION PROCESS
7.1 Lots consist of a variety of products, including mobile phones, laptop and desktop computers, tablets, wearables, and others, all of which may have been previously shipped. The condition of the Products within a Lot will vary and standard designations regarding a product’s condition will be set forth in the Listing. Lots sold by Sellers may be sold “As-is” as indicated in the listing. When a Lot is sold “as-is” returns and adjustments will not be accepted. Assembly cannot guarantee the quality or quantity of Lots sold by Sellers. Accessories such as cables, batteries, and original boxes, may not be included. Inclusion of accessories will be delineated in the Listing, but not guaranteed by Assembly.
7.2. Lots will be sold pursuant to the auction process set forth in this Section 7 (the “Auction”). If a Buyer wishes to bid on Lots of products, the Buyer will be required to enter their bid amount. The Buyer bid amount must be (1) in an amount higher than the bid listed as the minimum bid amount and the “current bid,” as applicable, (2) in the bid increments set forth in the bid modal and (3) placed before the scheduled closing time for such Auction (including any additional time added for an Auction Extension), for the bid to be eligible for the Auction. Winning Buyers will be notified by email (the “Email Notification”) at the Buyer’s current email address in their account profile. This email will serve as the Buyer’s auction confirmation; an official invoice will follow within one (1) business day of winning a Listing. If a Buyer wins a Seller Listing the Buyer will receive an Email Notification. It is the responsibility of the Buyer to keep the Buyer account email address current and to timely check email to determine if the Buyer is the winning bidder for any Auction in which the Buyer has participated. Assembly is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.
8. PURCHASES AND PAYMENT
8.1 Buyers and Sellers are responsible for paying all applicable fees that are owed to Assembly, respectively, and Buyers are responsible for paying any fees owed to Sellers, as applicable. YOU ARE RESPONSIBLE FOR VERIFYING THE ACCURACY OF PAYMENT DETAILS, INCLUDING BANK INFORMATION OF RECEIVING PARTY(S). Assembly will have no liability for losses or damages, including all consequences of non-payment, due to inaccurate payment details. You are also solely responsible for collecting and/or paying any applicable taxes for any purchases or sales you make through our Marketplace Offerings. In the event the Site offers tools or suggestions to assist with the calculation of any value-added tax or VAT, Assembly makes no guarantee, representation or warranty as to the accuracy of any such amount, and it is solely your responsibility to determine the appropriate tax. Some countries may refer to VAT using other terms, i.e. Goods and Services Tax (GST), but we will just refer to VAT, GST, and any local sales taxes collectively as “VAT.”
8.2 If Buyer’s bid is deemed to be the winning bid at the end of the Auction for certain Lots, the Buyer agrees to promptly purchase such Lots pursuant to the terms and instructions set forth in this Terms of Purchase, the Email Notification, and Invoice from Assembly and/or the Seller. If the Buyer fails to pay for a Listing within two (2) business days of when the Invoice is sent, the Buyer shall forfeit any right to purchase the Lot and Assembly may deactivate the Buyer’s access the Site and, at its sole discretion, may choose to (1) contact the next highest bidder in the Auction for the Lot and offer to sell the Lot to such bidder at such bidder’s bid price or (2) post the Lot on the Site for sale in a new Listing.
8.3 If Buyer’s account is suspended or deactivated due to failure to pay or timely arrange for shipping under Section 8, Assembly, in its sole discretion, may allow Buyer’s account to be reinstated. Such reinstatement shall require Buyer to pay a reinstatement fee to regain access to the Site and related access privileges. Reinstatement fee shall be $100 after first occurrence of suspension or deactivation, and $500 for every occurrence thereafter.
8.4 Assembly reserves the right, at our sole discretion, to refuse or cancel any Listing, Bid or purchase; at any time. Assembly will make reasonable efforts to notify impacted users of a Listing, Bid or purchase cancellation.
8.5 Buyers and Sellers agree to remove any packaging and materials that reference Assembly or its suppliers as the source of any Products purchased from Assembly or sold on Assembly. Buyers and Sellers further agree that Buyers and Sellers will not refer to Assembly or its suppliers or otherwise disclose their identity in any advertising or marketing of the Products.
8.6 We reserve the right to refuse any order placed through the Site. We may, in our sole discretion, limit or cancel quantities purchased per business entity, per location, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address.
8.7 If a Seller cancels a Listing at any time, there shall be a Listing Cancellation Fee paid to Assembly based on the Listing’s initial GMV. The Listing fee shall be i) $25 for listings with GMV from $0 up to $5,000, ii) $75 for listings with GMV from $5,001 to $10,000, and iii) $150 for listings with GMV from $10,001 and higher.
9. SHIPPING TERMS
9.1 By using the Site, you agree that you understand your risks throughout the entire transaction, including when and to whom title and risk of loss transfers while products are in transit. In no event will Assembly be liable for any loss of or damage to Inventory in transit, or at any point during the process of shipping and delivery. Assembly will not have any responsibility for transportation arranged directly by Seller or Buyer. Buyer is responsible for all title, registration, freight, transportation, and insurance costs, unless otherwise specified in the Listing. Transfer of title will be designated by the shipping and logistics terms in the Listing Terms and will be agreed upon between the Buyer and the Seller. Assembly is not responsible for the transfer of title or risk of loss for any Third Party Listing transactions on the Assembly Site.
10. REFUNDS & RETURNS POLICY
10.1 Product returns or credits may be offered by Sellers as designated in a Listing. If a Seller does accept returns or credits, the terms of the returns or credits shall be governed by Listing Terms, which may vary between listings and Sellers. Assembly shall not be held liable for any issues that arise related to returns or adjustments.
11. PROHIBITED ACTIVITIES
11.1 Buyer or Seller may not access or use the Site for any purpose other than that for which We make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Assembly.
As a user of the Site, a Buyer or Seller agrees not to:
• Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Make any unauthorized use of the Marketplace Offerings, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
• Use a buying agent or purchasing agent to make purchases on the Site.
• Use the Site to advertise or offer to sell goods and services.
• Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
• Engage in unauthorized framing of or linking to the Site.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
• Attempt to impersonate another user or person or use the username of another user.
• Sell or otherwise transfer a Buyer or Seller profile.
• Use any information obtained from the Site in order to harass, abuse, or harm another person.
• Use the Marketplace Offerings as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
• Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
• Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Marketplace Offerings to a Buyer or Seller.
• Delete the copyright or other proprietary rights notice from any Content.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Marketplace Offerings.
• Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
• Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
• Use the Site in a manner inconsistent with any applicable laws or regulations.
12. USER GENERATED CONTRIBUTIONS
12.1 The Site may invite a Buyer or Seller to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide a Buyer or Seller with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Site and the Marketplace Offerings and through third-party websites. As such, any Contributions a Buyer or Seller transmit may be treated as non-confidential and non-proprietary. When a Buyer or Seller create or make available any Contributions, a Buyer or Seller thereby represent and warrant that:
• The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of Buyer or Seller Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
• Buyer or Seller Contributions are not false, inaccurate, or misleading.
• Buyer or Seller Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• Buyer or Seller Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• Buyer or Seller Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
• Buyer or Seller Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
• Buyer or Seller Contributions do not violate any applicable law, regulation, or rule.
• Buyer or Seller Contributions do not violate the privacy or publicity rights of any third party.
• Buyer or Seller Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
• Buyer or Seller Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
• Buyer or Seller Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
13. CONTRIBUTION LICENSE
13.1 By posting Buyer or Seller Contributions to any part of the Site or making Contributions accessible to the Site by linking a Buyer or Seller account from the Site to any of Buyer or Seller social networking accounts, Buyer or Seller automatically grant, and Buyer or Seller represent and warrant that Buyer or Seller have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, Buyer or Seller image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
13.2 This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of Buyer or Seller name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images Buyer or Seller provide. Buyer or Seller waive all moral rights in Buyer or Seller Contributions, and Buyer or Seller warrant that moral rights have not otherwise been asserted in Buyer or Seller Contributions.
13.3 We do not assert any ownership over Buyer or Seller Contributions. Buyer or Seller retain full ownership of all of Buyer or Seller Contributions and any intellectual property rights or other proprietary rights associated with Buyer or Seller Contributions. We are not liable for any statements or representations in Buyer or Seller Contributions provided by Buyer or Seller in any area on the Site. Buyer or Seller are solely responsible for Buyer or Seller Contributions to the Site and Buyer or Seller expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding Buyer or Seller Contributions.
13.4 We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor Buyer or Seller Contributions.
14. GUIDELINES FOR REVIEWS
14.1 We may provide Buyer or Seller areas on the Site to leave reviews or ratings. When posting a review, Buyer or Seller must comply with the following criteria: (1) Buyer or Seller should have firsthand experience with the person/entity being reviewed; (2) Buyer or Seller reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) Buyer or Seller reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) Buyer or Seller reviews should not contain references to illegal activity; (5) Buyer or Seller should not be affiliated with competitors if posting negative reviews; (6) Buyer or Seller should not make any conclusions as to the legality of conduct; (7) Buyer or Seller may not post any false or misleading statements; and (8) Buyer or Seller may not organize a campaign encouraging others to post reviews, whether positive or negative.
14.2 We may accept, reject, or remove reviews at our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, Buyer or Seller hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.
15. SOCIAL MEDIA
15.1 As part of the functionality of the Site, Buyer or Seller may link Buyer or Seller account with online accounts Buyer or Seller have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing Buyer or Seller Third-Party Account login information through the Site; or (2) allowing us to access Buyer or Seller Third-Party Account, as is permitted under the applicable terms and conditions that govern Buyer or Seller use of each Third-Party Account. Buyer or Seller represent and warrant that Buyer or Seller are entitled to disclose Buyer or Seller Third-Party Account login information to us and/or grant us access to Buyer or Seller Third-Party Account, without breach by the Buyer or Seller of any of the terms and conditions that govern Buyer or Seller use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, Buyer or Seller understand that (1) we may access, make available, and store (if applicable) any content that Buyer or Seller have provided to and stored in Buyer or Seller Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via Buyer or Seller account, including without limitation any friend lists and (2) we may submit to and receive from Buyer or Seller Third-Party Account additional information to the extent Buyer or Seller are notified when Buyer or Seller link Buyer or Seller account with the Third-Party Account. Depending on the Third-Party Accounts Buyer or Seller choose and subject to the privacy settings that Buyer or Seller have set in such Third-Party Accounts, personally identifiable information that Buyer or Seller post to Buyer or Seller Third-Party Accounts may be available on and through Buyer or Seller account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. Buyer or Seller will have the ability to disable the connection between Buyer or Seller account on the Site and Buyer or Seller Third-Party Accounts at any time. PLEASE NOTE THAT BUYER OR SELLER RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH BUYER OR SELLER THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY BUYER OR SELLER AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.
15.2 We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. Buyer or Seller acknowledge and agree that we may access Buyer or Seller email address book associated with a Third-Party Account and Buyer or Seller contacts list stored on Buyer or Seller mobile device or tablet computer solely for purposes of identifying and informing Buyer or Seller of those contacts who have also registered to use the Site. Buyer or Seller can deactivate the connection between the Site and Buyer or Seller Third-Party Account by contacting us using the contact information below or through Buyer or Seller account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with the Buyer or Seller account.
16.1 Buyer or Seller acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site or the Marketplace Offerings (“Submissions”) provided by the Buyer or Seller to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to Buyer or Seller. Buyer or Seller hereby waive all moral rights to any such Submissions, and Buyer or Seller hereby warrant that any such Submissions are original with Buyer or Seller or that Buyer or Seller have the right to submit such Submissions. Buyer or Seller agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in Buyer or Seller Submissions.
17. SITE MANAGEMENT
19. COPYRIGHT INFRINGEMENTS
19.1 We respect the intellectual property rights of others. If a Buyer or Seller believes that any material available on or through the Site infringes upon any copyright the Buyer or Seller own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of Buyer or Seller Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law Buyer or Seller may be held liable for damages if Buyer or Seller make material misrepresentations in a Notification. Thus, if Buyer or Seller are not sure that material located on or linked to by the Site infringes Buyer or Seller copyright, Buyer or Seller should consider first contacting an attorney.
20. TERM AND TERMINATION
20.2 If we terminate or suspend a Buyer or Seller account for any reason, the Buyer or Seller are prohibited from registering and creating a new account under the Buyer or Seller name, a fake or borrowed name, or the name of any third party, even if the Buyer or Seller may be acting on behalf of the third party. In addition to terminating or suspending a Buyer or Seller account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
21. MODIFICATIONS AND INTERRUPTIONS
21.1 We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Marketplace Offerings without notice at any time. We will not be liable to the Buyer or Seller or any third party for any modification, price change, suspension, or discontinuance of the Site or the Marketplace Offerings.
22. GOVERNING LAW
23. DISPUTE RESOLUTION
23.1 Informal Negotiations
23.2 Mandatory Arbitration
23.2.1 If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved through mandatory arbitration, the final result of which shall be binding to all parties involved. BUYER AND SELLER UNDERSTANDS THAT WITHOUT THIS PROVISION, BUYER OR SELLER WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website: www.adr.org. Buyer or Seller arbitration fees and Buyer or Seller share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Fulton, Georgia. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
23.2.3 If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable, and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
24.1 Arbitration Agreement
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
24.2 Exceptions to Informal Negotiations and Arbitration
24.2.1 The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft except for the loss of product while in transit via shipping carrier, (c) piracy, invasion of privacy, or unauthorized use; and (d) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
25.1 There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Marketplace Offerings, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
26.1 THE SITE AND THE MARKETPLACE OFFERINGS ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. BUYER OR SELLER AGREE THAT BUYER OR SELLER USE OF THE SITE AND OUR SERVICES WILL BE AT BUYER OR SELLER’S SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND THE MARKETPLACE OFFERINGS AND BUYER OR SELLER USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM BUYER OR SELLER ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE OR THE MARKETPLACE OFFERINGS, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN BUYER OR SELLER AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU, ACTING AS A BUYER OR SELLER SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
27. LIMITATIONS OF LIABILITY
27.1 IN NO EVENT WILL WE OR OUR OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO BUYER OR SELLER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM BUYER OR SELLER USE OF THE SITE OR THE MARKETPLACE OFFERINGS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO BUYER OR SELLER FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY BUYER OR SELLER TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO BUYER OR SELLER, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO BUYER OR SELLER, AND BUYER OR SELLER MAY HAVE ADDITIONAL RIGHTS.
29. USER DATA
29.1 We will maintain certain data that Buyer or Seller transmit to the Site for the purpose of managing the performance of the Marketplace Offerings, as well as data relating to Buyer or Seller use of the Marketplace Offerings. Although we perform regular routine backups of data, Buyer or Seller are solely responsible for all data that Buyer or Seller transmit or that relates to any activity Buyer or Seller have undertaken using the Marketplace Offerings. Buyer or Seller agree that we shall have no liability to Buyer or Seller for any loss or corruption of any such data, and Buyer or Seller hereby waive any right of action against us arising from any such loss or corruption of such data.
30. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
30.1 Visiting the Site, sending us emails, and completing online forms constitute electronic communications. Buyer or Seller consent to receive electronic communications, and Buyer or Seller agree that all agreements, notices, disclosures, and other communications we provide to Buyer or Seller electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. BUYER OR SELLER HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. Buyer or Seller hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
31. CALIFORNIA USERS AND RESIDENTS
31.1 If any complaint with us is not satisfactorily resolved, Buyer or Seller can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
33. CONTACT US
In order to resolve a complaint regarding the Site or the Marketplace Offerings or to receive further information regarding use of the Site or the Marketplace Offerings, please contact us at:Assembly
PO Box 105603
Atlanta, GA 30348-5603
Phone: +1 (855) 746-2468