Vendor Terms of Service
Last modified February 17, 2017
Welcome to Global Empowerment Marketplace! You are now reading Global Empowerment Marketplace, LLC's (“GEM”)'s terms of service for its vendors (“Agreement”), meaning the legal contract between you or your business entity and GEM when you use GEM's site at https://www.empowermentmarket.com (“Site”), the GEM mobile application for product discovery (“App”), all software integration between you and GEM for purposes of enabling purchasing facilitated by GEM (for example, “Buy on GEM”) and all services, domains and content provided by GEM (collectively with Site and App, the “Services”). YOU SHOULD READ THIS AGREEMENT CAREFULLY BEFORE USING THE SERVICES OFFERED BY GEM. If you have any questions, please email us at email@example.com.
By using the Services, including but not limited to visiting or browsing the Site or displaying or selling products on GEM, you as the vendor (“you” or the “vendor”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Services.
GEM reserves the right to change any of the terms and conditions contained in this or any policies governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notice of changes to this Agreement will be posted on the Site for at least thirty (30) days. You are responsible for reviewing the Site frequently and reviewing the notice and any applicable changes. Changes to referenced policies may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING GEM'S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
- GEM is a Marketplace
GEM acts as a marketplace to allow merchants who comply with GEM's policies to offer and sell certain goods within an optimized-price format. GEM facilitates transactions between buyers and merchants. As a result, GEM does not necessarily have control over the quality, safety, morality or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of merchants to sell items or the ability of buyers to pay for items. GEM cannot ensure that a buyer or vendor will actually complete a transaction.
Consequently, GEM does not transfer legal ownership of items from the vendor to the buyer.
GEM cannot guarantee the true identity, age, and nationality of a vendor or buyer. GEM encourages you to communicate directly with potential transaction partners through the tools available on the Site or App.
You agree that GEM is a marketplace and as such is not responsible or liable for any content, for example, data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by you, other vendors, or third parties. You use the Service at your own risk.
- Membership Eligibility
Age: The Services are available only to, and may only be used by, individuals who are of the age of majority in their applicable state (either 18 or 21 years and older) or business entities who can form legally binding contracts under applicable law. You represent and warrant that, if applicable, you are of the appropriate age and that all registration information you submit is accurate and truthful. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement. GEM may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Individuals under the age of majority must at all times use the Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 21 years of age. In all cases, the parent or legal guardian is the merchant and is responsible for any and all activities and is the responsible party bound by the terms of this Agreement.
Compliance: You agree to comply with all local laws regarding online conduct and acceptable content. As set forth further herein, you are responsible for all applicable taxes. In addition, you must abide by GEM's policies as stated in the Agreement and the published GEM website policies, as well as all other operating rules, policies and procedures that may be published from time to time on the Site or the App by GEM, each of which is incorporated herein by reference and each of which may be updated by GEM from time to time.
In addition, some Services offered through the Site or App may be subject to additional terms and conditions promulgated by GEM from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify GEM of any unauthorized use of your password or any breach of security. You also agree that GEM cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than GEM without GEM's express written permission.
Account Information: You must keep your account information up to date and accurate at all times, including a valid email address. To sell items on GEM you must provide and maintain valid payment information including a valid Stripe account. In order to be paid by GEM, you must have a valid and active account with Stripe. You are responsible for setting up and maintaining this account. .
Account Transfer: You may not transfer or sell your GEM merchant account and username to another party.
Right to Refuse Service: GEM reserves the right, at GEM's sole discretion, to cancel unconfirmed or inactive accounts. GEM reserves the right to refuse service to anyone, for any reason, at any time.
- Fees and Billing
Joining and setting up a shop on GEM is free. GEM does not charge fees for listing an item for sale. GEM will take a commission fee plus the credit card transaction processing fee (the “Commission”) when an item sells. The Commissions are listed on the SELL ON GEM page of the Site. The Commission as well as any other fees for the Services may vary in the future. You should check the SELL ON GEM page every time you use the Services. The Fee Structure is in effect on the date of sale of the item shall govern the transaction. If you do not agree to the current Commission, you should not use the Services. GEM may, at GEM's sole discretion, change some or all of GEM's Services at any time. In the event GEM introduces a new Service, the fees for that Service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD). In certain situations, including but not limited to a void or invalid transaction, GEM may issue a credit for the applicable fees to a vendor's billing statement.
You are responsible for paying all fees and applicable taxes associated with using the Services.
Price: Vendors are required to list prices, applicable taxes and shipping costs for the products they sell through the GEM Marketplace. GEM's Commission shall be based on the prices (not including shipping costs) that vendor lists for their products. GEM reserves the right to adjust the prices or shipping costs displayed to users to optimize sales for our vendors. This does not affect the amount or percentage GEM has agreed to pay to the merchant for their orders. GEM will payout merchant the remainder of all sums including tax and shipping less its Commission. Vendor, not GEM, is responsible for charging, and collecting, estimated amounts of applicable U.S. state and local transaction taxes on each vendor transaction. GEM is not responsible for the charging or collection of non-U.S. transaction taxes (e.g., value added taxes). It is vendor's obligation to indicate on the Site all U.S. jurisdictions (State and local) where vendor has a presence that gives rise to "nexus" with that jurisdiction, and therefore, tax collecting responsibilities. GEM will remit to vendor all collected U.S. transaction taxes on vendor's transactions and vendor is responsible to convey tax payments to the appropriate taxing authority. Where GEM has remitted to vendor all collected transaction taxes from vendor's GEM transactions, or vendor has not accurately reported to GEM all jurisdictions where vendor has tax collecting responsibilities, vendor agrees to defend, indemnify and hold harmless GEM, its officers, directors, and affiliates, from any and all claims arising from or related to failure to pay taxes on vendor's GEM transactions.
GEM uses Shopify Payments Powered by Stripe for payment processing.
A merchant's shipped transactions may be eligible for payment once their transactions are confirmed as shipped with a valid tracking number. Transactions must be shipped with a GEM-supported carrier. Transactions that cannot be confirmed as shipped may be ineligible for payment. GEM will pay merchants for eligible daily transactions after a 14-day reserve period. This payment will be a net amount: the merchant's prices (product and shipping) less our Commission and any other amounts due to GEM under this Agreement and any applicable taxes and fees. GEM reserves the right to require proof of shipment and proof of delivery by GEM-supported carriers as well as any other related shipping information for any transactions.
GEM monitors all sellers for order quality. GEM may review your account and your reserve requirements may be raised, lowered or removed from time to time.
Listing and Selling
Listing Description: By listing an item on the Site or App you warrant that you and all aspects of the item comply with GEM's published policies. You also warrant that you may legally sell the item. You must accurately describe your item and all terms of sale in your GEM shop. Your listings may only include text descriptions, graphics, pictures and other content relevant to the sale of that item. All items must be listed in an appropriate category with appropriate tags. Each listing must accurately and completely describe the item/items for sale in that listing. If the "in stock" quantity is more than one, all items in that listing must be identical.
Shop Policies: All vendors are urged to outline shop policies for their GEM shop. These policies may include, for example, shipping, returns, payment and selling policies. Vendors must create reasonable policies in good faith and must abide by such policies. All shop policies must comply with GEM's site-wide policies. Vendors are responsible for enforcing their own reasonable shop policies. GEM reserves the right to request that a vendor modify a shop policy.
Binding Sale: All sales are binding. The vendor is obligated to ship the order or otherwise complete the transaction with the buyer in a prompt manner and not to exceed the stated shipment period or, if not stated, 30 days from the date the order is placed, unless there is an exceptional emergency circumstance. In the case of such a circumstance, vendor should communicate with GEM in a reasonable and timely manner regarding the delay and provide an expected date for shipment. If the order is outside the estimated ship time with no proof of the order in transit, vendor should cancel and refund an order to the customer. If vendor plans to pause selling and fulfilling for an extended period of time for vacation or otherwise, they are required to use the vacation mode feature in the Site for their shop.
Fee Avoidance: The price stated in each item listing description must be an accurate representation of the sale. Vendor may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Vendor may not charge excessive shipping fees or otherwise avoid fees. You may not alter the item's price after a sale for the purpose of avoiding GEM transaction fees, misrepresent the item's location, or use another merchant's account without GEM’s prior permission.
Shipment of Orders: The merchant must prominently and clearly state the shipment period for their items, which should not exceed 30 days, unless given explicit approval by GEM. For each item you list on the Site, you will provide to us the state or country from which the item ships. At our request, you will provide to us (using the processes and timing that we designate) any requested information regarding shipment, tracking and order status, and we may make any of this information publicly available. If you fail to provide such shipment information within the time frame specified by us (e.g., 30 days after the date an order was placed) OR if the order is outside the estimated ship time with no proof of the order in transit, we may in our sole discretion cancel (and/or direct you to stop and/or cancel) any such transaction, and you will stop and/or cancel any such transaction upon such request by us and refund the customer in full.
Reservation of Rights. GEM retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require you not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Agreement) that has been charged for an order that we stop or cancel.
- The Transaction Service
The Transaction Service. You are responsible for managing your own orders, payments received, refunds, and shipping. By using the Services, you also authorize GEM to act as your agent as necessary for purposes of processing payments, refunds and adjustments for your Transactions (as defined below), receiving and holding Sales Proceeds (as defined below) on your behalf, remitting Sales Proceeds to your bank account, and paying GEM and its affiliates amounts you owe in accordance with this Agreement (collectively, the "Transaction Service"). Your “Transaction" means any sale of your items through the Site. "Sales Proceeds" means the gross proceeds from any of your Transactions, including all shipping and handling, and other charges, but excluding any taxes separately stated and charged. Notwithstanding anything to the contrary in this Agreement, GEM may in its discretion perform the Transaction Services described in this Section.
- GEM may provide refunds or adjustments to buyers for your Transactions through the Transaction Service using Vendor’s Payment Account or by issuing invoices to Vendor for amounts due to GEM and/or to your buyers.
- Payment history will be reflected in the Store Dashboard summary. Each day Stripe will transfer Sales Proceeds in a Vendor’s Payment Account into that Vendor’s Bank Account ("Payment Date"). Stripe will initiate a transfer to the Vendor's Bank Account on each Payment Date and initiate a transfer to Vendor's Bank Account for the total amount of Sales Proceeds you received from buyers' authorized payment, less any fees or other amounts we may collect under this Agreement, any refunds, adjustments, or other amounts paid to buyers in connection with your Transactions, or for funds you otherwise received since the last Payment Date. The amount of the fees for the Services will be posted to Vendor's Store Dashboard and will be deducted from the balance of credits in the Vendor's Payment Account in Stripe to be remitted to you on the next Payment Date. To the extent the Sales Proceeds are equal or greater than the amount you owe, Sales Proceeds may be applied to the payment of any fees and amounts you owe to GEM under this Agreement. Payment to GEM with Sales Proceeds will not limit GEM’s rights to collect any other amounts you owe.
- Transfers to the Vendor's Bank Account will generally be credited within five Business Days of the date of the sale. On occasion, we may send Vendor a paper check instead of an electronic credit to Vendor's Bank Account. We will do so, for instance, if Vendor's bank will not accept an electronic credit to Vendor's Bank Account.
- If we or our affiliates reasonably conclude based on information available to us or our affiliates that Vendor's actions and/or performance in connection with the Services may result in buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Agreement until the completion of any investigation(s) regarding any Vendor actions and/or performance in connection with this Agreement. We will not be liable to Vendor if we act in accordance with the provisions of this Section.
- We may refuse service to anyone for any reason. We will bear the risk of credit card fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with your Transactions, and Vendor will bear all other risk of fraud or loss. We will not bear the risk of credit card fraud in connection with any of Vendor's products that are not fulfilled strictly in accordance with the order information and shipping information that GEM provides you in Section 4 above. GEM reserves the right to seek reimbursement from Vendor if GEM, in its sole discretion, decides to reimburse buyer under the terms of the Site, provide a refund to buyer if Vendor cannot promptly deliver the goods, or discover erroneous or duplicate transactions. We may obtain reimbursement of any amounts owed by Vendor to GEM or us by deducting from future payments owed to Vendor, reversing any credits to Vendor's Bank Account, or seeking such reimbursement from Vendor by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your credit card or bank account.
- We reserve the right, upon termination of this Agreement or Vendor’s use of the Services, to set off against any payments to be made to Vendor, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to buyers in connection with your Transactions from Vendor's Bank Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Vendor any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to buyers, or seek reimbursement from Vendor via any of the means authorized in this Section 5 for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to buyers, as applicable.
- Non-Disclosure of Confidential Information
Participating as GEM merchant or making use of the Services will expose you to certain confidential and proprietary information of GEM (“Confidential Information”). For example, as a user of GEM’s “Buy on GEM” service, you will learn the business methods GEM uses to carry out its program including pricing, fulfillment and marketing strategies. You will also correspond regularly with GEM regarding your use of the Services. You agree to not disclose or use GEM’s Confidential Information except as necessary to carry out the purpose of this Agreement, and you further agree to not disclose or make public any communications you may have with GEM.
- Prohibited, Questionable and Infringing Items and Activities
You are solely responsible for your conduct and activities on and regarding to GEM and any and all data, text, information, usernames, trademarks, logos, graphics, images, photographs, profiles, audio, video, items, and links (together, "Content") that you submit, post and display on GEM.
Restricted Activities: Your Content and your use of GEM shall not:
- Be false, inaccurate or misleading
- Be fraudulent or involve the sale of illegal, counterfeit or stolen items
- Infringe upon any third-party's copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy
- Violate this Agreement, GEM’s Vendor Policy, any site policy or community guidelines, or any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination or false advertising)
- Contain items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall
- Be defamatory, trade libelous, unla wfully threatening, unlawfully harassing, impersonate or intimidate any person (including GEM staff or other vendors), or falsely state or otherwise misrepresent your affiliation with any person, through for example, the use of similar email address, nicknames, or creation of false account(s) or any other method or device
- Be obscene or contain pornography, nudity, or adult material
- Contain or transmit any code of a destructive nature that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
- Host images not part of a listing
- Modify, adapt or hack GEM or modify another website so as to falsely imply that it is associated with GEM.
- Appear to create liability for GEM or cause GEM to lose (in whole or in part) the services of GEM's ISPs or other suppliers
- Link directly or indirectly, reference or contain descriptions of goods or services that are prohibited under this Agreement, GEM’s Vendor Policy, or other policy documents as posted on GEM.
- Solicit business for, direct sales to, or promote any website, service, or entity outside of GEM.
Furthermore, you may not list any item on GEM (or consummate any transaction that was initiated using the Service) that could cause GEM to violate any applicable law, statute, ordinance or regulation, or that violates GEM’s Terms of Service. GEM has the right to freeze your Vendor Account temporarily or permanently if it believes you are in violation of these terms or any applicable law. GEM reserves the right to suspend or cancel your account and to refund any losses and/or to charge you for any such losses.
If GEM makes a request for requirements or information related to the Content or marketing of your products or any transaction of yours at any time, you shall provide the written proof of having obeyed the requirement or provide the requested information of GEM and related law in the time frame set forth in the request.
If GEM has reason to believe that you have used the Services in any manner that would cause GEM to violate any applicable law, statute, ordinance or regulation, or that violates the right of any merchant’s account, you shall be responsible for any related losses, refunds, costs, compensation and other fees. In additional, if you are involved in such restricted activities or in violation of this provision, you shall pay USD $500 as penalty per incidence.
Without limiting GEM’s remedies for any violation of any provision above (or any other provision in any other agreement between you and GEM), if GEM in its sole discretion determines that you violate any of the above provisions, GEM may, temporarily or permanently, freeze the funds in your account, including, without limitation, all capital therein and any payment to you therefrom, and to suspend or cancel your Vendor Account.
Re-Posting Content: By posting Content on GEM, it is possible for an outside website or a third party to re-post that Content. You agree to hold GEM harmless for any dispute concerning this use.
- Resolution of Disputes and Release
In the event a dispute arises between you and GEM or you are required to notify GEM of a dispute, please contact GEM in a timely and reasonable manner at the following email: firstname.lastname@example.org.
Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled by arbitration, using the English language. Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
Should you have a dispute with one or more users, or an outside party, you release GEM (and GEM's officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. GEM encourages vendors to report vendor-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
GEM, for the benefit of vendors, may try to help vendors resolve disputes. GEM does so in GEM's sole discretion, and GEM has no obligation to resolve disputes between vendors and users or between vendors and outside parties. To the extent that GEM attempts to resolve a dispute, GEM will do so in good faith based solely on GEM's policies. GEM will not make judgments regarding legal issues or claims.
GEM will comply with all judgments or court orders regarding merchant and user disputes.
- GEM's Intellectual Property
GEM, and all other GEM graphics, logos, designs, page headers, button icons, scripts, web pages, and service names are registered trademarks, trade dress or copyright of Global Empowerment Marketplace, LLC, in the U.S. and/or other countries. GEM's copyrights, trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with, any product or service without GEM’s prior written approval.
- Access and Interference
- Take any action that imposes, or may impose, in GEM's sole discretion, an unreasonable or disproportionately large load on GEM's infrastructure
- Copy, reproduce, modify, create derivative works from, distribute or publicly display any other merchant Content (except for your Content) from the Site or App without the prior express written permission of GEM and the appropriate third party, as applicable
- Interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site or App
Without limiting any other remedies, GEM may, without notice, and without refunding any fees, delay or immediately remove Content, warn GEM's community of a vendors's actions, issue a warning to a vendort, temporarily suspend a vendor, temporarily or indefinitely suspend a vendor's account privileges, terminate a vendor's account, prohibit access to the Services, and take technical and legal steps to keep a vendor off the Services and refuse to provide services to a vendor if GEM, in its sole discretion, has reason to believe that any of the following apply:
- No Warranty
GEM, GEM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND GEM'S SUPPLIERS PROVIDE GEM'S WEB SITE AND SERVICES "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. GEM, GEM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES AND GEM'S SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM GEM SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
- Limitation of Liability
IN NO EVENT SHALL GEM, AND (AS APPLICABLE) GEM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES OR GEM'S SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SITE, THE APP, GEM'S SERVICES, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
GEM'S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF GEM'S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO GEM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
YOU AGREE TO INDEMNIFY AND HOLD GEM AND (AS APPLICABLE) GEM'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SERVICES OR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY, INCLUDING BUT NOT LIMITED TO INTELLECTUAL PROPERTY INFRINGEMENT.
Either party may terminate this Agreement for any reason without advanced notice. Upon termination, the parties agree to use reasonable efforts to reconcile any amounts due either party under this Agreement, and make any final payments due under this Agreement within 30 days of termination. GEM may, in its reasonable discretion, suspend vendor’s use of the Services at any time, if in GEM believes in its reasonable judgment, that such suspension is necessary to protect GEM’s business and/or customer relations.
- No Guarantee
GEM does not guarantee continuous, uninterrupted access to the Services, and operation of the Services may be interfered with by numerous factors outside GEM's control. Exclusive jurisdiction and venue in the United States Federal Courts located in the Northern District of California.
- Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services and, if applicable, your listing, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any sales of items you make on the Site or App (excluding any taxes on GEM's net income).
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
- No Agency
You and GEM are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
- GEM Services
GEM reserves the right to modify or terminate the Services for any reason, without notice, and at any time. You understand that GEM may block, suspend or terminate your access to the Services, and you therefore are not relying on GEM in any respect to maintain your access to the Services regardless of how much time, money and resources you expend related to your use of the Services. GEM reserves the right to alter this Agreement or other Site or App policies at any time, so please review the policies frequently. If GEM makes a material change GEM will notify you here, by email, by means of a notice on our homepage, or other places GEM deems appropriate.
- Choice of Law
This Agreement shall in all respects be interpreted and construed with and by the laws of the State of California and the United States of America.
Sections 3 (Fees and Billing), 6 (Non-Disclosure of Confidential Information), 8 (Content), 9 (Resolution of Dispute and Release), 10 (GEM's Intellectual Property), 11 (Access and Interference), 12 (Breach), 13 (Privacy), 14 (No Warranty), 15 (Liability Limit), 16 (Indemnity), 17 (Termination), 18 (No Guaranty), 20 (Severability), 21 (No Agency), 23 (Choice of Law) shall survive any termination or expiration of this Agreement.
Except as explicitly stated otherwise, any notices shall be given by postal mail to Global Empowerment Marketplace at 1081 Broken Spoke Lane, Roseville, California 95747 (in the case of GEM) or, in your case, to the email address you provide to GEM (either during the registration process or when your email address changes). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, GEM may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to GEM in your Vendor Account. In such case, notice shall be deemed given three days after the date of mailing.
The Services hereunder are offered by Global Empowerment Marketplace, LLC, 1081 Broken Spoke Lane, Roseville, CA 95747.
All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us. We will send notices to Vendor at the e-mail address maintained in our records for Vendor. Vendor will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Vendor will send notices to us using email@example.com.