User Agreement
Last revised: January 21, 2004
Welcome to StorefrontDesigner!
This User Agreement sets forth the policies, terms and conditions applicable to
your use of the StorefrontDesigner sites, services, software and products.
ACCEPTANCE OF TERMS
Completion of the registration
process acknowledges Member’s (“you”, “your” or “User”) acceptance of StorefrontDesigner’s (“Us” or “Our” or “Service Provider”) Terms of
Service (“Terms” or “User Agreement” or “Agreement”) in its entirety. These
Terms may be amended without notice at any time, and will take effect
automatically fourteen (14) days after they are initially posted to the site.
Your continued use of our services after that time constitutes your acceptance
of the amended Terms.
MEMBERSHIP ELIGIBILITY
StorefrontDesigner welcomes all parties over
the age of eighteen (18) who may legally enter into and form contracts under
applicable law. You are required to provide complete, current and truthful
registration, billing and account information, and you are required to update
said information within three (3) days subsequent to a change. Membership shall
become active once accepted and acknowledged by StorefrontDesigner. Memberships are not
transferable.
PROPRIETARY
RIGHTS
Software License. StorefrontDesigner hereby grants User a non-exclusive,
non-transferable license to use the Software in object code form only on a
server controlled by The Service Provider for the sole purpose of creating and
maintaining Web Sites on such server. User is not being granted any right to
copy the Software or to use it on computers other than a server controlled by
the service provider. User may not use Web pages or parts of Web pages
generated by means of the Software, other than content that originates from and
is proprietary to User, on any server other than the servers controlled by the
Service Provider without the Provider’s express written agreement. User also
acknowledges and agrees that the Software is intended for access and use by
means of web browsing software, and that StorefrontDesigner does not commit to support
any particular browsing platform. StorefrontDesigner reserves the right at any time to
revise and modify the Software, release subsequent versions thereof and to
alter features, specifications, capabilities, functions, and other
characteristics of the Software, without notice to User. If any revision or
modification to the Software materially changes Users ability to conduct
business, User’s sole remedy is to terminate the User Agreement pursuant to the
section titled Account Termination below.
StorefrontDesigner’s site and services are provided on an “as is” and “as
available” basis. Your access and use of the StorefrontDesigner site, products and
services is governed by and must be in accordance with the then current
published StorefrontDesigner policies and procedures.
USER
STORES
Venue. StorefrontDesigner Stores
are simply a venue to negotiate and complete transactions. Our Stores are not
involved in the actual transaction between buyers and sellers. Accordingly,
StorefrontDesigner has no control over the quality, safety or legality of the items listed, the truth or accuracy of the listings, the ability
of sellers to sell items, or the ability of buyers to buy items. We cannot
ensure that a buyer or seller will actually complete a transaction.
Safe Trading. Because user authentication on
the Internet is difficult, StorefrontDesigner cannot and does not confirm each user’s
purported identity. You may consider using third party escrow or insurance
services or services that provide additional user verification. Please use
caution, common sense, and practice safe trading when using our site. Please
note that there are risks of dealing with underage persons or people acting
under false pretense, or dealing with international trade and foreign nationals.
Release.
Because we are not involved in the actual transaction between buyers and
sellers, if you have a dispute with one or more users, you release StorefrontDesigner
(and our officers, directors, agents, subsidiaries and employees) from 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. As applicable, you waive
California Civil Code §1542 (and similar statutes in other jurisdictions),
which provides: ‘A general release does not extend to claims which the creditor
does not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.’
Sales/Use
Taxes. If applicable, you will collect, report, and remit
the correct tax to the appropriate tax authority. StorefrontDesigner has no obligation
to determine whether sales or use taxes apply and is not responsible to collect,
report, or remit any sales or use taxes arising from any transaction.
Content. The
products, services, information and material that you and your customers,
buyers or users provide while accessing, using or conducting business with or
through the StorefrontDesigner sites: (a) shall not be false, inaccurate or misleading;
(b) shall not involve counterfeit or stolen items; (c) shall not infringe any
third party’s copyright, patent, trademark, trade secret or other proprietary
rights or rights of publicity or privacy; (d) shall not violate any law,
statute, ordinance or regulation (including, but not limited to, those
governing export control, consumer protection, unfair competition,
anti-discrimination or false advertising); (e) shall not be defamatory,
libelous, unlawfully threatening or unlawfully harassing; (f) shall not be
obscene or harmful to minors; (g) shall not contain any viruses, Trojan horses,
worms, time bombs or other harmful code or item that may damage, detrimentally
interfere with, surreptitiously intercept or expropriate any system, data or
personal information; and (h) shall not link directly or indirectly to or
include any products, services, information or materials that are prohibited
under this Agreement.
The content you provide in
using our services, including but not limited to data, images, communications
and other materials transmitted to our site or transmitted relative to services
offered on our site, and any such content offered on our site for your use will
be used solely for the purpose of selling through online auctions, storefronts,
and your own web site.
Any and all HTML or
similar coding generated on our site for your use will be used in its entirety
without modification.
Without limiting any other
remedies, StorefrontDesigner may suspend or terminate your account if StorefrontDesigner
suspect that you (by conviction, settlement, insurance or escrow investigation,
or otherwise) have engaged in fraudulent activity in connection with StorefrontDesigner’s site. Additionally, StorefrontDesigner retains the
right to remove any and all content you provide in using our services,
including but not limited to data, images, communications and other materials
transmitted to our site or transmitted relative to services offered on our
site, at any time, at our sole discretion.
You agree that you are
solely responsible for the content you provide in using our services, including
but not limited to data, images, communications and other materials transmitted
to our site or transmitted relative to services offered on our site, and you
will indemnify and hold harmless StorefrontDesigner and our employees, officers,
directors, agents and suppliers against any claim arising out of or related to
your content.
You agree that any
information or communications you transmit to us may be used by us for any
purpose, including but not limited to reproduction, disclosure, transmission,
publication, broadcast and posting; and StorefrontDesigner is free to use any ideas,
suggestions or other such concepts for any purpose, including but not limited
to developing, manufacturing, and marketing products or services using such
information.
User agrees to display in
the Site, User’s contact information, including but not limited to User’s
company name, address, telephone number, fax number and e-mail address. User also
agrees to update such information to keep it true, accurate, current and
complete.
User represents and
warrants that it has full power and authority under all relevant laws and
regulations to offer and sell the goods and services offered at the Site, including
but not limited to holding all necessary licenses from all necessary
jurisdictions to engage in the advertising and sale of the goods or services
offered at the Site; and to copy and display the materials used or displayed at
the Site.
Conduct. You agree that you will not offer for sale through
the use of our services any items that: violate any laws or statutes; are
prohibited in any way through these Terms; and/or, you do not have the legal
right to offer. You agree that you will comply with any and all applicable
laws, statutes and ordinances while you use our services.
StorefrontDesigner’s site and services are only intended for use with
selling through online auction sites, storefront sites, and/or your own web
site and shall not be used to: transmit or offer any unsolicited “spam” or
unsolicited advertising; engage in fraud or other illegal activity; infringe on
the intellectual property rights of others; upload, email or transmit any
software viruses or any other computer code, files or programs designed to
interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment or that may interfere with or disrupt
the normal flow and operation of any system. While using our sites or services,
you shall not interfere, or attempt to interfere, with or disrupt our sites or
services, and the servers or networks connected to our site, and shall not in
any way interfere or attempt to interfere with any transaction conducted on our
site. While using our sites or services, you shall comply with any and all
applicable laws, statutes and ordinances and with any and all terms and
conditions of your agreement(s) with StorefrontDesigner and any and all third parties
to the extent such are applicable. StorefrontDesigner retains the right to block,
suspend or deny access to the StorefrontDesigner site, and/or our services, to any
person or entity, in our sole discretion.
Third
Party Agreements. User will comply with the terms and conditions of
all agreements you have with third parties, including providers of
marketplaces, as such terms and conditions relate to use of our services
including terms and conditions related to types of items that may be sold or
restrictions on concurrent sale.
TERM
The term of the Agreement shall be 30 days commencing on the date that User
opens an account. The term shall automatically renew for successive monthly
periods at renewal rates applicable at the time, unless notice of non-renewal
is provided in accordance with the section entitles Account Termination below;
provided, however, that to qualify for each renewal User must at the time of
renewal be in substantial compliance with the material terms and conditions of
the User Agreement. The Service Provider shall have the right, but not the
obligation, to review any Account for compliance with the User Agreement as
part of the renewal process, or at any time.
ACCOUNT TERMINATION AND
CLOSING STORE
Non-Renewal. Either party, in its sole and absolute discretion, may give
notice of non-renewal with or without cause and without stating any reason
therefore. Notice of non-renewal can be given at any time by Users terminating
payment to STOREFRONT DESIGN through their Paypal
account, which will cause User’s Account to be terminated at the completion of
the current Term.
Re-Activation. Without
Guarantee, and with storage space permitting, STOREFRONT DESIGN will store
User’s Terminated Account files in backup storage for up to twelve (12) months.
Re-Activation of User’s Account will be subject to a $100 Re-Activation Fee.
Closing
Store. User can “Close Store”, immediately preventing shoppers from
accessing User’s Store and Merchandise. To “Close Store” log
into User’s Account and “Close Store” from the Users Options Page. User
will continue to have access to their “Closed Store” and StorefrontDesigner Services
and User’s Store can be “Opened” at any time from the Options Page. CLOSING
STORE DOES NOT TERMINATE ACCOUNT; account will continue to be charged according
to the Terms of the Agreement until User provides Notice through the Non-Renewal
procedure described above. If user is unable to close store, or has any
questions, contact support@easytomake.com.
PAYMENT FOR SERVICES
You agree to pay for all fees incurred on your account(s)
through a valid credit card payable in U.S. dollars, in accordance with our
current fee information provided on our fee schedule. You
are responsible for paying all fees associated with using StorefrontDesigner’s
service and web-site and all applicable taxes. StorefrontDesigner reserves the right to
institute or modify fees and fee policies for service(s) rendered, fourteen
(14) days subsequent to notice on our site.
PRIVACY
StorefrontDesigner will strive to maintain the confidentiality of your account
information. Content that you divulge in public forums through the use of our
service may be collected and used by others.
PASSWORD
User shall receive a password from StorefrontDesigner to provide access to and use of
the Software and StorefrontDesigner’s services User is
entirely responsible for any and all activities which occur under Users account
and password. User agrees to keep its password confidential, to allow no other
person or company to use its account, and to notify the Service Provider
promptly if User has any reason to believe that the security of its account has
been compromised.
MAINTENANCE AND SUPPORT
User can obtain assistance with any technical difficulty that may arise in
connection with User’s utilization of the Software by requesting assistance by
email to support@easytomake.com.
StorefrontDesigner reserves the right to establish limitations on the extent of such
support, and the hours at which it is available.
User is responsible for
obtaining and maintaining all domain names, telephone, computer hardware and
other equipment needed for its access to and use of the Software and StorefrontDesigner
Services and User shall be responsible for all charges related thereto.
DISCLAIMER OF
WARRANTIES AND LIABILITIES
THE SERVICE AND SOFTWARE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO WARRANTIES OF USER ABILITY, FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT. NEITHER THIS AGREEMENT OR ANY DOCUMENTATION FURNISHED UNDER
IT IS INTENDED TO EXPRESS OR IMPLY ANY WARRANTY THAT THE StorefrontDesigner SERVICE
WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE OR THAT THE SOFTWARE WILL PROVIDE
UNINTERRUPTED, TIMELY OR ERROR FREE SERVICE. THE SECURITY MECHANISM
INCORPORATED IN THE SOFTWARE HAS INHERENT LIMITATIONS AND USER MUST DETERMINE
THAT THE SOFTWARE ADEQUATELY MEETS ITS REQUIREMENTS. USER ACKNOWLEDGES AND
AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH
THE USE OF THE SERVICE IS DONE AT ITS OWN DISCRETION AND RISK AND THAT USER
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ITS COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. THE SERVICE
PROVIDER, AND ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS,
SHAREHOLDERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE, UNDER ANY
CIRCUMSTANCES OR LEGAL THEORIES WHATSOEVER, FOR ANY LOSS OF BUSINESS, PROFITS OR
GOODWILL, LOSS OF USE OR DATA, INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF THE
SERVICE PROVIDER IS AWARE OF THE RISK OF SUCH DAMAGES, THAT RESULT IN ANY WAY
FROM USER USE OR INABILITY TO USE StorefrontDesigner SERVICES OR THE SOFTWARE, OR THAT
RESULT FROM ERRORS, DEFECTS, OMISSIONS, DELAYS IN OPERATION OR TRANSMISSION, OR
ANY OTHER FAILURE OF PERFORMANCE OF StorefrontDesigner OR THE SOFTWARE. THE SERVICE
PROVIDER’S LIABILITY TO USER SHALL NOT, FOR ANY REASON, EXCEED THE AGGREGATE
PAYMENTS ACTUALLY MADE BY USER TO THE SERVICE PROVIDER OVER THE COURSE OF THE
EXISTING TERM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES OR LIABILITIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO
YOU.
USER AGREES TO HOLD
HARMLESS StorefrontDesigner FOR VIOLATION OR CONFLICT WITH StorefrontDesigner’S SOFTWARE AND A
THIRD PARTY’S SOFTWARE OR CONTRACTUAL OBLIGATIONS, WHETHER THE VIOLATION OR
CONFLICT WAS IN EXISTENCE BEFORE OR AFTER THE DATE OF THIS AGREEMENT AND
WHETHER VIOLATION WAS MADE BY USER OR BY StorefrontDesigner ACTING ON USERS BEHALF.
If you are a California
resident, you waive California Civil Code §1542, which says: “A general release
does not extend to claims which the creditor does not know or suspect to exist
in his favor at the time of executing the release, which if known by him must
have materially affected his settlement with the debtor.”
INDEMNIFICATION
You agree to indemnify, defend and hold StorefrontDesigner and our employees, officers,
directors, agents and suppliers harmless from and against any loss, cost,
damages, liability or expenses arising from or relating to (a) a third-party
claim, action or allegation of infringement, misuse or misappropriation based
on information, data, files or other content submitted by you to StorefrontDesigner;
(b) any fraud, manipulation, or other breach of these Terms by you; (c) any
third-party claim, action or allegation brought against StorefrontDesigner arising out
of or relating to a dispute with you over the terms and conditions of an
agreement or related to the purchase or sale of any goods or services; (d) your
violation of any law or the rights of a third party; or (e) your use, or StorefrontDesigner’s provision of services or use of your account
in transactions or data exchange with any third party.
FORCE MAJEURE
Neither party shall be liable to the other for any delay or failure in
performance under this Agreement resulting directly or indirectly from acts of
nature or causes beyond its reasonable control.
NOTICES
Any notices or communications under the Agreement shall be by electronic mail
or in writing or through posting on the Web Site and shall be deemed delivered
upon receipt to the party to whom such communication is directed, at the
addresses specified below or when posted. If to StorefrontDesigner, such notices shall
be addressed to:
or
EasyToMake, LLC
3501 Silverside Road - 206 Naamans Building
Wilmington, DE 19810
If to User, such notices
shall be addressed to the electronic or mailing address specified when User
opens an account with StorefrontDesigner, or such other address as either party may
give the other by notice as provided above.
LIMITED AGENCY
You agree to authorize StorefrontDesigner to access
third-party marketplace(s) with which you have agreements, on your behalf, to
retrieve and post information and materials necessary to provide our services
to you, and you hereby appoint us as your agent for this limited purpose. You
hereby permit us to use such retrieved information and materials to accomplish
the foregoing, and to communicate with your customers on your behalf. You
hereby acknowledge that our services may or may not provide all the information
and functionality that you could obtain directly from the marketplace(s) or
third-parties.
No Agency. You agree that except for the limited purpose stated
above in the “Limited Agency” clause, you and StorefrontDesigner are independent
contractors, and no agency, partnership, joint venture, employee-employer or
franchisor-franchisee relationship is intended or created by these Terms.
LICENSE
You agree to grant to StorefrontDesigner a non-exclusive, worldwide, perpetual,
irrevocable, royalty-free, sublicensable (through
multiple tiers) right to exercise the copyright and publicity rights (but not
other rights) you have in your content, in any media now known or not currently
known, for the sole purpose of providing our services.
TRADEMARK INFORMATION
StorefrontDesigner retains all right, title and interest in and to its trademarks,
service marks and trade names worldwide (collectively, the “Marks”). You will
only use StorefrontDesigner’s Marks with the express
permission of StorefrontDesigner and then only in the manner authorized. Under no
circumstances may you alter, modify, or change StorefrontDesigner’s
Marks.
INTELLECTUAL PROPERTY
All content included or available on our site, including but not limited to
images, iconography, graphics, buttons, scripting elements logos and software
is the property of StorefrontDesigner and/or third parties and is protected by
copyrights, trademarks and/or other intellectual and proprietary rights. You
may not sell, copy, alter or otherwise interfere with
said content and software in any way other than that which is expressly allowed
under these Terms or other agreement that User may have with StorefrontDesigner,
including, but not limited to a Resellers Agreement or an Affiliate Agreement.
Copyright Holders. If you are a copyright holder who believes that StorefrontDesigner’s service is hosting infringing copies of your
work, please let us know. Pursuant to 17 United States Code 512©(2) (Digital Millennium Copyright Act of 1998), our
designated agent for notice of alleged copyright infringement appearing on our
site is:
Administrator
EasyToMake, LLC
3501 Silverside Road - 206 Naamans Building
Wilmington, DE 19810
Email Address: legal@easytomake.com
Notice
of Infringement. To file a notice of infringement with us, one needs
to fulfill the requirements specified in Title II of the Digital Millennium
Copyright Act of 1998. The information that you should provide to us includes
the following:
a) an electronic or physical signature of the copyright holder or a
person authorized to act on behalf of the copyright holder;
b) a description of the copyrighted work that is claimed to have been
infringed;
c) the location on our web site of the material that you claim to be
infringing;
d) your address, telephone number, and email address;
e) a statement by you that you have a good faith belief that the
disputed use of the copyrighted material is not authorized by the copyright owner,
its agent, or the law (e.g. fair use); and
f) a statement by you, made under penalty
of perjury that the above information in your Notice is accurate and that you
are the copyright owner or authorized to act on the copyright owner’s behalf.
TERMS OF SERVICE
VIOLATIONS
If you believe that a violation of our Terms has
occurred, please provide the following information:
·
your StorefrontDesigner
user name;
·
your telephone
number and email address;
·
a description of
the content or action you believe to be a violation;
·
the location on our site of the content or action you
believe to be a violation.
In the event of a
violation of these Terms, StorefrontDesigner reserves the right to delete any and all
images or other content you provide or transmit through the site, to suspend or
deny you access to the our site and our services, or to terminate your account,
in our sole discretion.
GENERAL
If at the time of this agreement, StorefrontDesigner is not yet a registered
Limited Liability company, User agrees that once
StorefrontDesigner becomes incorporated, User will release from liability the Promoter
of StorefrontDesigner.
These Terms will be
governed by the laws of the state Delaware. You also may be subject to additional
terms and conditions that may apply when you use affiliate services,
third-party content or third-party software. If any provision of these Terms is
held to be invalid or unenforceable, such provision will be struck and the
remaining provisions will be enforced. Our failure to act with respect to a
breach by you or others does not waive our right to act with respect to
subsequent or similar breaches. These Terms set forth the entire understanding
and agreement between us with respect to the subject matter hereof. These Terms
are not assignable, transferable or sublicensable by
you without StorefrontDesigner’s prior written consent, and
any such conveyance will be null and void. Should StorefrontDesigner prevail in any
action or proceeding to enforce rights under these Terms, StorefrontDesigner will be
entitled to recover from you its costs and attorneys’ fees. You agree that you
are not entering into these Terms in reliance on any statements or
representations other than those set forth herein. Should any term or condition
be in conflict between these Terms and any document incorporated by reference
into these Terms, these Terms will control. The use of headings is for
convenience and will not affect the interpretation of these Terms.
Arbitration. Any
controversy or claim in any way arising out of or relating to this Agreement
will be settled by binding arbitration in accordance with the commercial
arbitration rules of the American Arbitration Association. The arbitration will
be conducted in San Francisco, California and judgment on the arbitration award
may be entered into any court having jurisdiction thereof. Either you or
StorefrontDesigner may seek any interim or preliminary relief from a court of competent
jurisdiction in Delaware necessary to protect the rights or property of you or
StorefrontDesigner pending the completion of arbitration.
Waivers. A party’s
failure to enforce any provision of this Agreement shall not be a waiver of the
provision or the right to enforce it at a later time.