Marketplace Participation Agreement

 

Welcome to the Jackeez.com website (the "Website") and our marketplace services (the "Services").  This Website is owned and operated by Jackeez LLC (“Jackeez”).  Any Seller (as defined in Section 3 below) that wants to access the Website and use the Services to sell items must accept the terms and conditions (the “Terms”) of this Marketplace Participation Agreement (the “Agreement”), which incorporates by reference the Jackeez Privacy Notice and Terms of Use. The Privacy Notice is available at www.jackeez.com/privacy and the Terms of Use is available at www.jackeez.com/terms. All capitalized terms not defined herein shall have the meanings set forth in the Privacy Notice or Terms of Use. PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING “I ACCEPT” BELOW AND USING THE WEBSITE OR SERVICES, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT AND AGREE TO BE BOUND BY THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE WEBSITE OR SERVICES AS A SELLER.

1.  Eligibility.  Use of the Website and Services is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to use the Services. To register to use the Services, Seller must provide its registered business name, address, phone number, e-mail address, and valid credit card or other payment information.

2.  Seller’s Fees; Seller is Merchant; Payment to Seller.

a. Transaction Fees; Credit Card Processing Fees.  Listing on Jackeez is free.  If your item sells, Jackeez will invoice Seller for a commission of four (4%) percent of the sales price (the “Transaction Fee”) and a credit card processing fee of three percent (3%) plus $0.20 USD (the “Processing Fee”) (the Transaction Fee and the Credit Card Processing Fee may sometimes hereinafter be referred to as the “Fees”). The Credit Card Processing Fee is calculated based on the total amount of the sale, including tax and shipping.  The Fees do not include the shipping cost of transporting your item or any taxes owed on your sale, which remains Seller’s sole responsibility. All fees are calculated in US dollars. Currency conversion is handled automatically by our payment processing service (payPal). The Fees and payment terms may vary in the future and any changes will be posted on the Website as set forth above. The Fees and payment terms in effect on the date of listing the item shall govern the transaction. Seller should check the Fees and terms each time Seller creates a listing. The price stated in each item listing description must be an accurate representation of the sale. Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing the items. Sellers may not charge excessive shipping fees or otherwise avoid fees.

b. Seller is Merchant; Sales, Use and Similar Taxes.  Jackeez is not involved in any actual transactions between Sellers and Buyers and is not the agent of, and has no authority for, either for any purpose. Jackeez merely facilitates the purchase of Seller’s items on the Website. Seller shall be deemed the merchant for all sales made through the Website. Seller is responsible to determine whether sales, use or similar taxes apply to the transaction and to collect, report and remit the correct tax to the appropriate tax authority. Seller agrees that Jackeez is not obligated to determine whether sales, use or similar taxes apply and is not responsible to collect, report or remit any sales, use or similar taxes arising from any transaction. Notwithstanding the foregoing, in the event Jackeez is required or consents to enter into an agreement with any governmental authority to remit actual or estimated sales or use tax of any kind, Seller agrees to indemnify, defend and hold harmless Jackeez for any such remittances, penalties or liabilities incurred as a result of Seller’s failure to remit such taxes.

c. IRS Reporting. Jackeez complies with all IRS reporting obligations, including but not limited to the filing of Form 1099-Ks to report unadjusted annual gross sales information for Sellers that have more than $20,000 in gross sales and more than 200 transactions in a calendar year (reporting). Sellers may be required to provide taxpayer-identification information to assist with these reporting requirements.

3. Payment to Seller. On the tenth day of each month, Jackeez shall pay to Seller all amounts collected from Buyer on Seller’s behalf, less the Fees, from the preceding month. Seller shall receive a monthly statement at the end of each month detailing the amounts collected on Seller’s behalf during that month. Seller is required to maintain a PayPal account or other form of account acceptable to Jackeez that accepts merchant to merchant transfers.

4. Jackeez’s Role.  Jackeez provides a platform (the “Marketplace”) for third-party sellers ("Sellers") and buyers ("Buyers”) to complete sales transactions.  As set forth in Section 2b, Seller shall be the merchant for all sales made through the Website and shall be responsible for payment of all sales, use and similar taxes imposed on sales transactions.  As a Seller, Seller may list any item on the Website related to food or culinary products unless the sale of such item is prohibited by applicable law. Seller may not list any item or link or post any related material that: (a) infringes any third-party intellectual property rights or other proprietary rights including, without limitation, copyright, trademark, patent, trade secrets, rights of publicity or privacy rights; (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen or fraudulent. It is up to Seller to accurately describe the item for sale. As a Seller, Seller uses the Website and the Services at its own risk.

5.  Illegal Activity

a. Compliance with Policies and Applicable Laws.  Seller agrees to be bound by Jackeez’s Terms of Use. While selling any items in the Marketplace or using the Website or Services for any reason whatsoever, Seller agrees to comply with all applicable state and federal laws, rules, statutes and regulations including, without limitation, rules and regulations of the Federal Trade Commission and any state agency, now existing or hereinafter enacted. Seller also agrees to post a sales policy in a clear and conspicuous manner governing the terms and conditions of Seller’s sale to Buyer and to make this sales policy available to Buyer prior to purchase. 

b. Fraud.  Seller may not register under a false name or use an invalid or unauthorized credit card. Seller may not impersonate another Seller or use another Seller’s password. Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement and Jackeez will cooperate to ensure that violators are prosecuted to the fullest extent of the law.

 

c. Investigation.  Jackeez has the right, but not the obligation, to monitor any activity and content associated with the Website. Jackeez may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action includes, without limitation, issuing warnings, suspension or termination of service, and denying access or removal of any materials on the Website including listings. Jackeez reserves the right and has absolute discretion to remove, screen or edit any content that violates these provisions or is otherwise objectionable as determined in Jackeez’s sole discretion.

 

d. Disclosure of Information.  Jackeez also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators or other third parties. In order to cooperate with governmental requests, to protect Jackeez’s systems and customers, or to ensure the integrity and operation of Jackeez’s business and systems, Jackeez may access and disclose any information it considers necessary or appropriate including, without limitation, user contact details, IP addressing and traffic information, usage history and posted content.

 

6. Termination.  Seller may terminate its participation in this Agreement at any time by giving notice to Jackeez. Jackeez, in its sole discretion, may terminate Seller’s participation, this Agreement, access to the Website or the Services, or any sales in the Marketplace immediately without notice for any reason. Within thirty (30) days of termination, Seller shall pay all Fees outstanding to Jackeez with respect to sales or listings completed prior to termination and any pending sales transactions will be canceled.

7.  Jackeez’s Reservation of Rights.  Jackeez reserves the right to immediately prevent or restrict access to the Website or the Services, or take any other action to restrict access to or availability of objectionable material, any inaccurate listing, any inappropriately categorized items, any unlawful items, or any items otherwise prohibited by this Agreement or Jackeez’s policies posted on the Website.

8.  Seller’s Transactions

 

a. Compliance with Sale Offer.  Seller is obligated to sell items at the listed price to Buyers who meet the Seller's terms. Seller represents and warrants to prospective Buyers that Seller has the right and ability to sell, and that the listing is accurate, current and complete and is not misleading or otherwise deceptive. The item price is the amount payable by a Buyer, excluding shipping and handling, as it appears when Seller lists an item (“Item Price”). The total price is the amount payable by a Buyer as well as all terms of sale including, without limitation, shipping and handling charges, any discounts, rebates, or special sales or promotions offered by Seller with respect to purchases (“Total Price”).

 

b. Returns.  Seller shall accept returns of items sold by Seller to Buyers in accordance with Seller’s return policy which shall conform to the requirements of this Section 8b. Seller shall notify Jackeez of its return policy and the procedures to be followed to process returns. All returns of Seller’s items are to be received by Seller, then Seller shall notify Jackeez in writing of its receipt of the returned item, whereupon Jackeez shall refund to Seller the applicable Fees.

 

c. Shipping. Seller shall deliver items sold by Seller directly to Buyers in accordance with Seller’s shipping policy, which shall conform to the requirements of this Section 8c. If Seller chooses to utilize Jackeez’s discount shipping methods, additional terms and conditions may apply. All items shall be shipped in a timely manner such that each Buyer receives the item(s) within agreed upon time period. In the event Buyer does not receive any item within said time period, Buyer shall be permitted to return the item to Seller or cancel the order, as applicable. Seller shall then notify Jackeez in writing of its receipt of the returned item or Buyer’s canceling of an order, whereupon Jackeez shall refund to Seller the applicable Fees.

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9.  Seller’s Obligation.  By entering into this Agreement and posting a listing for sale in the Marketplace, Seller agrees to complete the transaction as described by this Agreement. Seller acknowledges that by not fulfilling these obligations, Seller’s action or inaction may be legally actionable and that Jackeez shall, in such event, have the right to terminate Seller’s continued right to use the Website.

10.  Password Security.  Seller’s password may be used only to access the Website and use the Services. Seller is solely responsible for maintaining the security of its password.  Seller may not disclose its password to any third party (other than third parties authorized by Seller to use Seller’s password) and Seller is solely responsible for any use of or action taken under Seller’s password on this Website. If Seller’s password is compromised, Seller must change its password.

12.  Privacy. Seller is responsible for reviewing the Privacy Notice of the Website, available at www.jackeez.com/privacy. The Privacy Notice may be changed by Jackeez in the future. Seller should check the Privacy Notice frequently for changes. Unless otherwise authorized or consented, Seller agrees not to use any information regarding other Sellers, which is accessible from the Website or disclosed to Seller by Jackeez or a Buyer, except to enter into and complete transactions through the Website and Services. Seller agrees not to use any such information for purposes of solicitation, advertising, unsolicited e-mail or spamming, harassment, invasion of privacy or otherwise objectionable conduct. Jackeez may communicate with Seller in connection with Seller’s listings, sales and the Services, electronically and in other media, and Seller consents to such communications. 

13.  Ownership of User Data.  All User data shall be owned solely by Jackeez and Seller shall have no right to access or use any User data except for the sole purpose of fulfilling a sale of Seller’s items on the Website, as applicable.

14.  No Warranties. THE WEBSITE AND THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER INCLUDING, WITHOUT LIMITATION:

a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;

 

b. THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR;

 

c. THAT THE INFORMATION, CONTENT, ITEMS OR PRODUCTS INCLUDED ON THE WEBSITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF PURCHASE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;

 

d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND

 

e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF JACKEEZ.

 

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, JACKEEZ DISCLAIMS ANY AND ALL SUCH WARRANTIES.

15.  General Release.  SINCE JACKEEZ IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS IN THE MARKETPLACE, IF A DISPUTE ARISES BETWEEN ONE OR MORE BUYERS AND SELLERS, EACH SELLER AGREES TO RELEASE JACKEEZ AND ITS AGENTS AND EMPLOYEES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES, ACTUAL OR CONSEQUENTIAL, OF ALL KINDS AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

16.  Indemnity; Limitation of Liability.

a. Indemnification.  Seller agrees to defend, indemnify and hold harmless Jackeez and its respective employees, directors, agents and representatives from and against any and all claims, actions, audits, investigations, inquiries or other proceedings instituted by a person or entity, costs, losses, damages, judgments, penalties, interests and expenses, including reasonable attorneys' fees and costs of suit, arising out of or relating to: (i) any actual or alleged breach of Seller’s representations, warranties or obligations set forth in this Agreement; or (ii) any items or products Seller sells on the Website, Seller’s own website or other sales channels, any content Seller provides, the advertisement, offer, sale or return of any items or products Seller sells, any actual or alleged infringement of any intellectual property or proprietary rights of third parties, or the collection, payment or failure to collect or pay any 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 Seller on or through the Website, Seller’s own website or any other sales channel.

 

b. Limitation of Liability.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, JACKEEZ SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE WEBSITE, THE SERVICES, THE INABILITY TO USE THE SERVICES, THE PURCHASE OF ANY GOODS OR SERVICES FROM THE WEBSITE, OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

17.  Applicable Law; Jurisdiction; Venue. Your use of this Website, Marketplace or Services and any dispute arising out of or in connection therefrom shall be governed by the laws of the State of New Jersey without giving effect to any conflict of laws provisions. Any action or proceeding arising out of or in connection with this Website, Marketplace or Services shall be brought solely in a court of competent jurisdiction sitting in the State of New Jersey. You agree to submit to the personal and exclusive jurisdiction of the courts located in New Jersey. You hereby waive any defense of an inconvenient forum to the maintenance of any action or proceeding in other courts and any objection to venue with respect to such proceeding.   

  

18.  Seller’s Grant.  By entering into this Participation Agreement and listing an item, Seller grants Jackeez a nonexclusive, worldwide, royalty-free, irrevocable right to exercise all copyright, trademark rights, and rights of publicity over the content Seller submits to Jackeez in any existing or future media, known or unknown, now or at any later date. Seller represents and warrants that it owns or otherwise controls all of the rights to the content it submits to Jackeez and that the use of such materials by Jackeez will not infringe upon or violate the rights of any third party.

19.  General Provisions

a. Entire Agreement.  This Agreement and all policies of the Website including, without limitation, the Terms of Use and Privacy Notice, constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements and understandings of the parties in connection with the subject matter hereof.

 

b. No Agency; Third-Party Beneficiary.  Jackeez is not the agent, fiduciary, trustee or other representative of Seller. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under this Agreement. This Agreement and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of Jackeez, Seller, and relying Buyers or Sellers.

 

c. Severability.  If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

 

d. No Waiver.  We will not be considered to have waived any of our rights or remedies described in this Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. Jackeez’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of Jackeez’s right to subsequently enforce such provision or any other provisions of this Agreement.

  

I ACKNOWLEDGE THAT I HAVE READ THIS AGREEMENT IN ITS ENTIRETY AND AGREE TO BE BOUND BY IT AS OF TODAYS DATE (THE “EFFECTIVE DATE”).