SellerActive Inc. Terms and Conditions
Updated: February 20, 2020
Welcome to www.SellerActive.com. Feel free to use our website to gather information about us and our services.
“SellerActive” means SellerActive, Inc.
“Service(s)" or “service(s)” means the software, content and/or service developed and/or licensed by SellerActive that you intend to subscribe to pursuant to these Terms and Conditions.
“Site(s)” or “site(s)” or “Website(s)” or “website(s)” means all Services offered by SellerActive and its related companies; the SellerActive network of websites under the domain SellerActive.com, its subdomains, and any other website that links to these Term and Conditions (including any versions optimized for viewing on a wireless or tablet device); all e-mail newsletters published or distributed by; and all other interactive features and communications provided by SellerActive, however accessed and/or used, that are operated by us, made available by us, or produced and maintained by SellerActive.
“GMV” means Gross Merchandise Value. The value of merchandise you sold on any integrated online marketplace or ecommerce platform through the use of one or more Services. Gross Merchandise Value does not include Shipping or Tax.
“US” means the United States of America.
Access to the Site and Services
These Terms and Conditions apply to all Services offered by SellerActive, Inc. and its related companies; and the SellerActive network of Websites If you visit and log in to our Website, you accept these Terms and Conditions, so please read them carefully. In addition, when you use any current or future SellerActive services, or visit or purchase from any business affiliated with us, or linked through our Website, you will also be subject to these Terms and Conditions.
BY USING OUR WEBSITE OR SERVICES, YOU ARE ACCEPTING THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SITES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE TERMS AND CONDITIONS OF USE FROM TIME TO TIME WITHOUT NOTICE. YOUR CONTINUED USE OF OUR SITES OR SERVICES FOLLOWING THE POSTING OF CHANGES TO THESE TERMS AND CONDITIONS WILL MEAN YOU ACCEPT THOSE CHANGES. UNLESS WE PROVIDE YOU WITH SPECIFIC NOTICE, NO CHANGES TO OUR TERMS AND CONDITIONS WILL APPLY RETROACTIVELY. For certain of our Services, you may also be required to execute a subscription agreement.
This is a legal agreement between you ("you", “your” or "user") and SellerActive that states the material Terms and Conditions that govern your use of the Sites and our Services. This agreement, together with all updates, supplements, additional terms, and all of SellerActive’s rules and policies collectively constitute this "Agreement" between you and SellerActive.
You agree to access the Site and/or our Services only from a US based location. Any access from a non-US based location may result in suspension of your access to all or part of the Site and/or Services, or termination of your subscription, without notice or refund of any paid Subscription Fees.
By accessing the site or sending an email to us, you are communicating with us electronically and you consent to receive communications from us electronically. We will communicate with you by email or by posting notices on the SellerActive website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of SellerActive, or our content suppliers and is protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of SellerActive and protected by United States and international copyright laws. All software used on this site is the property of SellerActive or its software suppliers and protected by United States and international copyright laws. Except for the license granted below, any use of the materials on this site, including any commercial use, reproduction, modification, distribution, republication, display or performance, without the prior written permission of SellerActive is strictly prohibited.
SellerActive, and other marks indicated on our site are trademarks of SellerActive and may not be used, copied or imitated, in whole or in part, without express written consent from SellerActive. Other SellerActive graphics, logos, page headers, button icons, scripts, and service names are also trademarks or trade dress of SellerActive and may not be used, copied or imitated, in whole or in part, without express written consent from SellerActive. All other trademarks not owned by SellerActive or its affiliates that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by SellerActive or its affiliates.
SellerActive and its affiliates respect the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide SellerActive’s agent the following information, in writing:
- A physical or electronic signature of the person authorized to act on behalf of the owner of the exclusive right which is allegedly being infringed upon;
- Identification of the copyrighted work claimed to have been infringed upon or, if more than one, a representative list;
- Identification of the material which needs to be removed or altered and a sufficiently detailed description of the location of the protected material on the site;
- Contact information: your name, address, telephone, and email address if available;
- A statement by you that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent of the law, and that you had authority to make such a statement;
- A statement by you, made under the 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’s owner’s behalf.
SellerActive’s copyright agent for notice of claims of copyright infringement is:
11481 SW Hall Blvd, Suite 102
Tigard, OR 97223-8403
License and Site Access
SellerActive grants you a limited, nonexclusive, nontransferable license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of SellerActive. This license does not include or allow any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of SellerActive. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of SellerActive and our affiliates without express written consent. You may not use any meta tags or any other "hidden text" utilizing SellerActive’s domain name or trademarks without the express written consent of SellerActive. Any unauthorized use terminates the permission or license granted by SellerActive. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the SellerActive homepage so long as the link does not portray SellerActive, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive matter.
You may not use any robot, spider, other automatic device or process to access or monitor the Site or Services.
We may suspend your access to all or part of the Site or Services, without notice, if you violate these Terms and Conditions (including without limitation any of the foregoing restrictions), or if you engage in any conduct that we, in our sole discretion, believe is in violation of any applicable law or regulation or is otherwise harmful to the interests of SellerActive, any other SellerActive user, or any third party.
You are the owner of all data that you provide through the SellerActive website. You agree to be solely responsible for correcting data input errors.
SellerActive reserves the right to, but shall not be obligated to correct, enhance, upgrade and modify the site without your consent.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you are under 18, you may use the SellerActive website only with involvement of a parent or guardian. SellerActive and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders at their sole discretion.
Your subscription plan may qualify you to a SellerActive non-exclusive dedicated Implementation Specialist who will design an Implementation Plan, and provide Implementation Services described in the Implementation Plan, for a period of up to 90 days from the start of your initial subscription. The assignment of an Implementation Specialist will be at SellerActive’s sole discretion.
SellerActive may charge you a one-time Implementation Services fee. Any such Implementation Services fee, if any, will be disclosed prior to the execution of your initial subscription agreement and will be invoiced separately.
Fees and Payments
All fees are billable to your credit card. You hereby authorize SellerActive to charge your credit card for our Services. All payments must be made in US dollars and drawn against a US based financial institution.
Monthly Subscription Fees
In the event that you have elected to be charged monthly, the Subscription Fees shall be billed monthly at the commencement of your subscription term and are automatically renewed and charged to your credit card each month thereafter as long as you are a subscriber to our Services. Monthly Subscription Fees are subject to change at any time and once charged for the month are not refundable. If you do not wish to renew your Monthly Subscription you will need to notify us 5 days prior to your renewal date by sending a cancellation message to Customer Support at email@example.com. All Monthly Subscription Fees shall be determined by SellerActive in its sole discretion. You acknowledge and agree that the posting of such Monthly Subscription Fees at www.selleractive.com/pricing is sufficient notice of the foregoing.
Annual Subscription Fees
In the event that you have elected to be charged annually, the Annual Subscription Fee shall be billed at the commencement of your subscription term for our Services. You acknowledge that your Annual Subscription Fee will be automatically charged to your credit card on each anniversary of your initial Annual Subscription Fee for our Services. Unless your license is terminated by SellerActive, annual payments will not be refunded for any reason. You may elect to terminate the annual billing cycle at the end of any year by providing SellerActive with no less than 30 days prior written notice of your intent to terminate by emailing Customer Support at firstname.lastname@example.org.
In the event your subscription term is in excess of 12 months (example: a 24-month subscription), all references to duration and months for an Annual Subscription in these Terms and Conditions shall be replaced with the actual number of months for your current subscription term.
All Annual Subscription Fees shall be determined by SellerActive in its sole discretion. You acknowledge and agree that the posting of such Annual Subscription Fees at www.selleractive.com/pricing is sufficient notice of the foregoing.
Automatic Subscription Tier Increase
If you have elected to be charged monthly, your Monthly Subscription Fee entitles you GMV usage of up to the maximum value of GMV during your monthly subscription period based upon your current pricing tier. If you exceed your GMV usage during any monthly subscription period, upon your next monthly subscription renewal date you will be automatically upgraded to the appropriate higher level monthly subscription tier that is at or above your actual GMV usage during your prior monthly subscription period. If you are automatically upgraded you will be charged the pricing for your new tier based on the then current Monthly Subscription Fee posted at www.selleractive.com/pricing.
If you have elected to be charged annually, your Annual Subscription Fee entitles you to an “Annual GMV Usage” of twelve (12) times the monthly GMV based upon your current pricing tier. If you exceed your Annual GMV Usage at any point during your annual subscription period you will be automatically upgraded to the next higher-level tier and charged a prorated amount for the remaining period of your then current annual subscription period. If you are automatically upgraded, upon your next annual renewal date you will be charged for the pricing for your new tier based on the then current Annual Subscription Fee posted at www.selleractive.com/pricing.
If you are automatically upgraded your subscription term and renewal date will remain unchanged.
All fees paid by customer are non-refundable.
Parties other than SellerActive and its subsidiaries may provide services on this Site. In addition, we provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their Websites. SellerActive does not assume any responsibility or liability for the actions, product, and/or content of all these and any other third parties. You should carefully review their privacy statements and other conditions of use.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
THIS SITE IS PROVIDED BY SELLERACTIVE ON AN "AS IS" AND "AS AVAILABLE" BASIS. SELLERACTIVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, SELLERACTIVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLERACTIVE DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR EMAIL SENT FROM THE SELLERACTIVE WEBSITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SELLERACTIVE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
Release of Liability
In no event shall SellerActive, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) errors, mistakes, or inaccuracies caused by your, or any third party’s hardware, software, programs, servers, or any other equipment, (iii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of our services, (iv) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (v) any interruption or cessation of transmission to or from our services (vi) any bugs, viruses, Trojan Horses, or the like, which may be transmitted to or through our services by any third party, and/or (vii) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content posted, emailed, transmitted, or otherwise made available via the services, whether based on warranty, contract, tort, or any other legal theory, and whether or not the company is advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by the law in the applicable jurisdiction.
You shall defend, indemnify and hold harmless SellerActive and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees) arising out of any claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or taxes or the collection, payment or failure to collect or pay taxes. For purposes of this Agreement, a "claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity; and "seller taxes" means any and all sales, use, excise, import, export, value added and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the SellerActive website, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
By visiting the SellerActive website or using any of our Services, you agree that the laws of the state of Oregon, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and SellerActive or its affiliates.
Any dispute relating in any way to your visit to SellerActive or to products you purchase through SellerActive’s website shall be submitted to confidential arbitration in Portland, Oregon, except that, to the extent you have in any manner violated or threatened to violate SellerActive’s intellectual property rights, SellerActive may seek injunctive or other appropriate relief in any state or federal court in the state of Oregon, and you consent to exclusive jurisdiction and venue in such courts. Arbitration under this agreement shall be conducted under the rules then prevailing of the Arbitration Association of Portland. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.
You may terminate this service at any time by giving prior written notice to us. The termination shall be effective as of the last day of the month in which written notice was given. Upon termination, you must pay us whatever fees were incurred prior to the effective date of the termination. If you elected to be charged annually and you elect to terminate, no refund will be provided for any remaining term of the original annual contract period. In the event that SellerActive terminates your license for any reason other than your breach of these Terms of Service, SellerActive shall refund you in an amount equal to 1/12 of the service charges you have paid multiplied by the number of full months remaining in your billing cycle.
All notices will be sent by email or will be posted on the SellerActive website. We may also send notices to you at the email address maintained in SellerActive's records. You agree to monitor your email messages frequently to ensure awareness of any notices sent by SellerActive. You may send notices to us at the following address: SellerActive, Inc.,11481 SW Hall Blvd, Suite 102, Tigard, OR 97223-8403. Email notices are deemed written notices for all purposes for which written notices may be required. Email notices are deemed received the Business Day after transmission if properly addressed to the intended recipient. If not sent by email, notice may be provided in writing and mailed U.S. Mail, postage paid, First Class mail properly addressed or personally delivered by express courier such as Federal Express. First Class mail is properly addressed if sent by us to the address maintained in our records. First Class mail is properly addressed if sent by you to the current address published by us on our Web site. First Class mail is deemed received three Business Days after it is deposited in the U.S. Mail. A notice sent by express courier is deemed received when personally delivered to the intended recipient or to a person with apparent authority to receive such delivery on behalf of the intended recipient.
11481 SW Hall Blvd., Suite 102
Tigard, OR 97223-8403
The provisions of this Agreement shall be binding and inure to the benefit of the heirs, personal representatives, successors and, to the extent permitted by this Agreement, assigns of the parties.
This Agreement (including the documents and instruments referred to in this Agreement) attached hereto and by this reference made a part hereof, constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes all prior understandings and agreements, whether written or oral, among the parties with respect to such subject matter.
The headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement.
If any provision of this Agreement is determined to be illegal or unenforceable, the validity of the remaining provisions hereof shall not be affected hereby; and such illegal or unenforceable provision shall be deemed modified to the minimum extent necessary to make it consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.
No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
Any indication of gender of a party in this Agreement shall be modified, as required, to fit the gender of the party or parties in question.