Last updated: December 29, 2018
The following terms (“Terms of Service”) describe the terms and conditions applicable to your access to and use of the Services, as such term is defined in Section 1 below. This document is a legally binding agreement between you as the user of the Services (referred to as “you” or “your”) and JSJ Expert and its Affiliates, where applicable (referred to as “we”, “our”, “us” or “Merchant Network”).
By signing up for the Services you are agreeing to be bound by these Terms of Service and any documents incorporated by reference. Any new features or tools that are added to the current Services shall also be subject to these Terms of Service. You can review the current version of the Terms of Service at any time here [https://merchantnetwork.app/pages/tos]. We reserve the right to update and change these Terms of Service by posting updates and changes at [https://merchantnetwork.app/pages/tos]. You are advised to check the Terms of Service from time to time for any updates or changes that may impact you.
Definitions: In these Terms of Service:
“Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with JSJ Expert.
“Arbitration Agreement” has the meaning set out in Section 14(c).
“Authorized Card” has the meaning set out in Section 9(c).
“Billing Date” has the meaning set out in Section 9(d).
“Buyer” means the end customer who is the receiver of Products purchased by a Merchant from a Supplier.
“Comments” means any ideas, suggestions, comments, proposals, plans, or other related content or submissions submitted by you to us, whether online, by email or otherwise.
“Content” means all information and data (including text, images, graphics, photographs, profiles, testimonials, videos, audio, product descriptions, links, tracking numbers and other information or documents) or any other content in any media and format provided or made available to Merchant Network by you or on your behalf in relation to your use of the Services, including information and data available in your Merchant Network Account, Shopify Account and on any Third Party Service that you have authorized Merchant Network to interact with.
“Dispute” has the meaning set out in Section 14(d)
“Fees” has the meaning set out in Section 9(a).
“Merchants” means a merchant that is registered in, and uses, Merchant Network as either a Suppler or a Seller as defined below.
“Supplier” means a merchant that is registered in, and uses, Merchant Network to sell its Products to Sellers.
“Seller” means an individual or company who is registered in, and uses, the Services to purchase, resell and fulfill Products to Buyers as part of its drop-shipping business.
“Seller Policy” means the Merchant Network Marketplace Merchant Policy available at [https://merchantnetwork.app/pages/merchant-policy].
“Merchant Network Account” has the meaning set out in Section 3(a).
“Merchant Network Marketplace” and “Marketplace” means an online marketplace provided by Merchant Network, through the Services, that enables Merchants to purchase Products from Suppliers for resale via Sellers’ drop-shipping businesses.
“Product” or “Products” mean items listed, offered for sale, or sold via the Marketplace or a Third Party Service by Suppliers to Sellers for resale to Sellers’ Buyers.
“Purchase Amount” has the meaning set out in Section 9(b).
“Service” or “Services” means the Merchant Network application and any associated services, software, products and features, including the Marketplace.
“Shopify Account” has the meaning set out in Section 3(a).
“Shopify Services” means the ecommerce software and services provided to Merchants by Merchant Network’s Affiliate, Shopify Inc.
“Taxes” has the meaning set out in Section 9(e).
“Third Party Service” means any third party services Merchants access via the Services, including third party software, platforms, applications, products, services or websites.
“Third Party Supplier” means a supplier of Products via Third Party Services.
- General Conditions
- The Services assist you in managing your business by providing an online marketplace through the Merchant Network application that enables you to source and purchase Products from Suppliers for resale and fulfill via drop-shipping to your Buyers. The Services will sync the Products you order from Suppliers with orders placed by Buyers on your Shopify store.
- Merchant Network has no control over, and will not be responsible or liable for: (a) any Products or Third Party Services you interact with, access, purchase or procure from Suppliers or other third parties; or (b) any liability arising out of any transactions between you and third parties, including between you and Suppliers or your Buyers.
- In order to use the Services, you must at all times comply with these Terms of Service, the Policies, and any other operating rules, policies, guidelines and/or procedures that are incorporated by reference into such documents or that Merchant Network communicates to you from time to time. In addition, to the extent that you access or use the Marketplace, you must at all times comply with the Merchant Policy. Your failure to do so may result in an immediate suspension and/or termination of this Agreement and your use of the Services.
- You must be 18 years or older or at least the age of majority in the jurisdiction where you reside or from which you use the Services.
- Technical support is available via email only at firstname.lastname@example.org.
- You acknowledge and agree that the Services, including without limitation, any associated software, documentation, applications, websites, tools and products, any modifications, enhancements and updates thereto, and all intellectual property rights therein are exclusively owned by Merchant Network.
- You acknowledge and agree that we may amend these Terms of Service, including the Policies, and to the extent you access or use the Marketplace, the Merchant Policy, as well as any other documents incorporated by reference, at any time by posting the relevant amended and restated Terms of Service here [https://merchantnetwork.app/pages/tos] and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Services.
- You may not use the Services for any illegal, fraudulent or unauthorized purpose nor may you, in the use of the Services, violate any laws in your jurisdiction, the laws in your Buyer’s jurisdiction, or the laws of Quebec, Canada, including any federal laws applicable therein. Without limiting the foregoing, it is your responsibility, and not Merchant Network’s responsibility, to ensure that any Products you purchase from Suppliers comply with the laws of your jurisdiction, and the laws in your Buyers’ jurisdiction, including without limitation any applicable product safety, product labeling and import/export laws.
- You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services without our express written permission.
- You agree not to purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Merchant Network or Merchant Network’s trademarks and/or variations and misspellings thereof.
- The Terms of Service may be available in languages other than English. To the extent of any inconsistencies or conflicts between these English Terms of Service and Terms of Service available in another language, the most current English version of the Terms of Service at [https://merchantnetwork.app/pages/tos] will prevail.
- If you are signing up for the Services on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to these Terms of Service.
- Questions about these Terms of Service should be sent to email@example.com.
- Account Requirements
- In order to use the Services, you must register for and maintain an active Merchant Network account (“Merchant Network Account”) and provide certain information including your email address and any other information identified as being required. You agree to maintain accurate, complete, and up‑to‑date information for your Merchant Network Account. Your failure to maintain accurate, complete, and up‑to‑date Merchant Network Account information including, where applicable, having an invalid or expired payment method on file with Merchant Network, may result in your inability to access and use the Services or the termination of your Merchant Network Account.
- Your Merchant Network Account must be connected to a Shopify Account in order to fully access and use all of the functionality of the Services. If you have multiple Shopify Accounts, each Shopify Account must be connected to a separate Merchant Network Account. Once your Merchant Network Account and a Shopify Account have been connected, it is not possible to switch your Merchant Network Account to a different Shopify Account.
- You acknowledge and agree that the Services will be able to access and modify the store data for your Shopify Account.
- You are responsible for all activity and content, such as photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Merchant Network Account and your use of the Services.
- You agree to maintain the security and secrecy of your Merchant Network Account password(s) at all times. You must promptly notify Merchant Network if you become aware of or reasonably suspect any security breach, including any loss, theft or unauthorized disclosure or use of your Merchant Network Account or password. Merchant Network cannot and will not be liable for any loss or damage from your failure to maintain the security of your Merchant Network Account and password.
- Our Rights
- We reserve the right to modify (including but not limited to adding or removing features), discontinue or terminate the Services or any part thereof, or terminate your Merchant Network Account or your access to the Services, for any reason without notice at any time. We shall not be liable to you or to any third party for any modification, discontinuance or termination of the Services or any part thereof, or the termination of your Merchant Network Account or your access to the Services.
- We reserve the right to refuse the Services to anyone for any reason at any time. In addition, we reserve the right, but are not obligated, to limit the availability of the Services, Products or services made available via the Marketplace or a Third Party Service that Merchant Network makes available in connection with the Services, to any person, entity or geographic region. We may exercise this right on a case-by-case basis.
- We may, but have no obligation to, remove without notice any Content or Comments that we determine in our sole discretion violate: (i) these Terms of Service, including the Policies and, to the extent you use the Marketplace, the Merchant Policy; (ii) any third party’s intellectual property; or (iii) any applicable laws or regulations.
- A breach or violation of any provision of the Terms of Service, the Policies and, to the extent you use the Marketplace, the Merchant Policy, as determined in our sole discretion, may result in an immediate suspension or termination of your Merchant Network Account and access to the Services. Without limiting any other remedies that we have, we may suspend or terminate your access to your Merchant Network Account and the Services if we suspect that you have engaged in fraudulent activity in connection with the Services.
- Verbal or written abuse of any kind (including threats of abuse or retribution) of Merchant Network’s employees, members, or officers will result in immediate termination.
- It is in our sole discretion to refuse or remove any Content that is available via the Services.
- We reserve the right to provide the Services and any other of our services to your competitors and make no promise of exclusivity in any particular market segment.
- Products and Third Party Services
- You acknowledge that the Services may enable or assist you in accessing, interacting with and/or purchasing Products from Suppliers, including via Third Party Services. Access to Products, Third Party Services and Suppliers is made available only as a convenience, and your purchase, access or use of any Third Party Services or Products is solely between you and the applicable Supplier. Any use by you of Third Party Services or Products made available through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Products, Third Party Services or Suppliers before engaging them. Merchant Network reserves the right to cease providing access via the Services to any Supplier, Products, or Third Party Service at any time, without entitling you to refund, credit or other compensation.
- Merchant Network offers users the ability to access Suppliers in the following ways:
Merchant Network Marketplace. Ordering and payment for Products purchased from Suppliers on the Marketplace is processed by the Merchant Network platform, and the order and fulfillment of these Products is automatically synced with your Shopify store. Merchant Network does not pre-screen Products made available via the Marketplace and we may refuse or remove any Products from the Marketplace at any time and in our sole discretion. We may, but have no obligation to, review and remove listings of Products that we determine in our sole discretion violate the Policies, these Terms of Service or the Shopify Terms of Service.
- Merchant Network may from time to time, but is not obligated to, provide access to Suppliers via additional Third Party Services. Your access to any Third Party Services made available by the Services from time to time is subject to these Terms of Service and the terms and conditions and/or privacy policies applicable to such Third Party Services.
- In addition to these Terms of Service, you also agree to be bound by any additional service specific terms applicable to Products and Third Party Services you purchase from, or that are provided by, Suppliers in connection with your use of the Services.
- You, and not Merchant Network, are solely responsible for all of the terms and conditions of any transactions involving the purchase or sale of Products, including without limitation, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, liability, insurance fees, applicable taxes, title and licenses, all of which must be in accordance with applicable law.
- We do not provide any warranties with respect to Third Party Services or Products, including those made available via the Marketplace. You acknowledge that Merchant Network has no control over Third Party Services or Products, and shall not be responsible or liable to anyone for such Third Party Services or Products, including any Supplier’s failure to deliver Products or any Product defects, or any inconsistencies between the Products ordered and those delivered. The availability of Third Party Services or Products via the Services or the integration or enabling of Third Party Services with the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Merchant Network. Merchant Network strongly recommends that you thoroughly research Products and Third Party Services, including the Suppliers providing such Products and Third Party Services, before you purchase, use or resell them, to ensure they will meet your needs and comply with laws applicable in your jurisdiction and the jurisdiction of your Buyers.
- If you install or enable a Third Party Service for use with the Services or purchase any Products via the Marketplace, you grant us permission to allow the applicable Supplier to access your data and to take any other actions as required for the interoperation of the Third Party Service with the Services or to fulfill any Products you order from such Supplier, and any exchange of data or other interaction between you and the Supplier is solely between you and such Supplier. Merchant Network is not responsible for any disclosure, modification or deletion of your data or for any corresponding losses or damages you may suffer, as a result of access by a Third Party Service or a Supplier to your data.
- Under no circumstances shall Merchant Network or its Affiliates, partners, officers, directors, agents or employees be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services, Products or your relationship with any Supplier or Buyer. These limitations shall apply even if Merchant Network has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
- You agree to indemnify and hold us and (as applicable) our Affiliates, Merchant Network partners, officers, directors, agents and employees harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use, access to or interaction with, or the purchase or procurement of a Third Party Service or Product, or your relationship with a Supplier.
- Privacy and User Data
- Accuracy, Completeness and Timeliness of Information
- We make no warranties with respect to the information made available by the Services, and we are not responsible if that information is not accurate, complete, up-to-date or otherwise does not meet your specific requirements. Any reliance on the material or information made available through the Services is at your own risk.
- Occasionally there may be information made available through the Services that contains typographical errors, inaccuracies or omissions that may relate to Third Party Services and Products, including with respect to product descriptions, pricing, promotions, offers, shipping charges, transit times and availability. We undertake no obligation to correct, update, amend or clarify such information, except as required by law. No specified update or refresh date provided through the Services should be taken to indicate that all information in the Marketplace or Third Party Service has been modified or updated.
- Intellectual Property
- You grant Merchant Network a limited, worldwide, non‑exclusive, sublicensable, royalty-free license to access, use, reproduce, electronically distribute, transmit, perform, format, display, store, archive, and index the Content for the purpose of supporting your use of the Services and providing the Services to you. Merchant Network may also use Content for the purpose of supporting and developing the Services. Subject only to the limited license expressly granted herein, you or your third party licensors shall retain all right, title and interest in and to the Content and all intellectual property rights therein. Nothing in this Agreement will confer on Merchant Network any right of ownership or interest in the Content.
- Fees and other Charges
- You will pay the Fees applicable to your subscription to the Services and any other applicable charges (“Fees”). You will be invoiced by Shopify Inc. for the Fees.
- You are responsible to pay Suppliers for any Third Party Services or Products that you purchase. The payment for any purchases you make via a Third Party Service will be processed by such Third Party Service, and Merchant Network is not responsible or liable for the processing of such payment or any liability arising with respect to such payments. If you purchase Products via the Marketplace, Merchant Network will process your payment for such Products, including applicable Taxes, shipping costs, insurance or other amounts charged by the Supplier (“Purchase Amount”) and deliver payment of the Purchase Amount to Supplier in accordance with the Merchant Policy. Merchant Network will not be responsible or liable for any Supplier’s failure to deliver Products or any Product defects, or any inconsistencies between the Products ordered and those delivered by the Supplier.
- Purchase Amounts in connection with any Products you purchase through the Marketplace will be charged on the credit card you authorize Merchant Network to use (the “Authorized Card”). The Authorized Card may be provided by you: (i) on file on your Merchant Network Account; or (ii) entered by you into the Service at the time you purchase a Product. Unless otherwise indicated, all Fees, Purchase Amounts and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
- Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). You will be charged by Shopify on each Billing Date for all applicable outstanding Fees that have not previously been charged. Fees will be included on your Shopify Account invoice. Users have approximately fourteen (14) calendar days to bring up and settle any issues with the billing of Fees with Shopify.
- All Fees are exclusive of any applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized, value-added or other taxes, fees or charges now in force or enacted in the future (“Taxes”). Taxes are based on the jurisdiction of the billing address of your Merchant Network Account.
- Applicable Fees for using the Services are subject to change upon thirty (30) days’ notice from Merchant Network. Such notice may be provided at any time by email.
- Requests for order cancellations, refunds and returns in connection with Products you purchase, or attempt to purchase, via the Marketplace are handled in accordance with the Merchant Policy.
- Requests for order cancellations, refunds and returns in connection with Products you purchase, or attempt to purchase from a Third Party Service, including AliExpress, must be addressed directly with the provider of such Third Party Services.
- User Comments, Feedback and Other Submissions
- You agree that your Comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other, intellectual property, personal or proprietary right. You further agree that your Comments will not contain libelous, defamatory or otherwise unlawful, abusive, hateful or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Services or any related website or application. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third-party.
- Prohibited Uses
- In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Services, its content, or any of the services available through the Services: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, or local laws, rules, or regulations; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) in violation of the Policies and, to the extent you use the Marketplace, the Merchant Policy; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious or destructive code; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services, the Shopify services, or any related website or application, other website or application, or the Internet. In addition to our other termination rights, we reserve the right to terminate your use of the Services or any related website or application for violating any of the prohibited uses.
- Disclaimer of Warranties; Limitation of Liability
- You expressly agree that your use of, or inability to use, the Services is at your sole risk, and we disclaim responsibility for any harm resulting from your use of and access to the Services. The Services is provided to you (except as expressly stated by us) “as is” and “as available” for your use, without any representation, warranties or conditions of any kind, either express, implied or statutory, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement. We do not warrant that the Services will be uninterrupted, timely, secure, or error-free, that the results that may be obtained from the use of the Services will be accurate or reliable, or that the quality of any services, Products, Third Party Services, information, or other material purchased or obtained by you through the Services will meet your expectations, or that any errors in the Services will be corrected. Moreover, Merchant Network does not warrant that the results that may be obtained from the use of the Services, or information provided by Suppliers, will be accurate or reliable and you expressly agree that:
- Merchant Network has no control over the quality, safety, morality or legality of any aspect of the Products or Third Party Services, the truth or accuracy of the listings available through the Services, including the Marketplace or any Third Party Service, or the ability of Suppliers to sell or fulfill orders for Products. Merchant Network cannot ensure that a Supplier will actually complete a transaction. Consequently, Merchant Network is not a party to, and will have no liability arising from, the transactions between you and Suppliers.
- Merchant Network is not responsible or liable for any content, for example, data, text, product descriptions, information, usernames, graphics, images, photographs, profiles, testimonials, audio, video, items or links posted by you or any other parties on the Services, or made available by any Suppliers.
- To the fullest extent permitted by law, Merchant Network and its Affiliates are not responsible for: (i) any actions, inactions, statements or guarantees made by Suppliers; (ii) Products; (iii) Third Party Services; or (iv) expected transactions of parties utilizing the Services, including those based on the transaction process, the performance of the contract, trading practices, course of dealing, product quality or product fulfillment and delivery. Some jurisdictions do not allow limitations on implied warranties, so the foregoing limitation may not apply to you.
- In no event shall Merchant Network or its Affiliates, officers, directors, employees, agents, or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost opportunity, lost profits, lost revenue, lost savings, loss of data, intellectual property right infringement, replacement costs, loss of goodwill or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any part or parts of the Services or any Products or Third Party Services procured using the Services, or for any other claim related in any way to your use of the Services, even if advised of the possibility of same. Because some jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such jurisdictions, our liability shall be limited to the maximum extent permitted by law.
- You agree to indemnify, defend and hold harmless Merchant Network and its Affiliates, officers, directors, employees, agents, and licensors from any claim or demand, including reasonable attorneys’ fees, made by any third-party, due to or arising out of a claim: (a) alleging that you, the Content or any Product listed on your Shopify store infringes or violates the intellectual property rights, privacy rights or other rights of a third party or violates applicable law; (b) arising out of your breach of these Terms of Service, the Policies and, to the extent you use the Marketplace, the Merchant Policy, or any other documents they incorporate by reference; or (c) arising out of your use of a Third Party Service or your relationship with a Supplier or Buyer.
- Dispute Resolution
Merchant Network Marketplace. Any issues or disputes that arise between you and Marketplace Suppliers in connection with your purchase or attempted purchase of Products via the Marketplace must be reported directly to Marketplace Supplier through the Services and will be handled in accordance with the Merchant Policy. You must not attempt to resolve disputes outside of the Services, and you must follow the dispute resolution procedure set forth in the Merchant Policy. You should not respond to any Marketplace Supplier requests to resolve disputes outside of the Services and in such case, you should immediately direct the Marketplace Supplier to use the Merchant Network dispute resolution procedure.
Third Party Services. Any issues or disputes that arise in connection with your purchase or attempted purchase of Products via Third Party Services must be handled in accordance with such Third Party Service’s dispute resolution processes. Under no circumstances will Merchant Network be responsible or liable for any disputes between you and Suppliers arising in connection with your use of Third Party Services, nor will Merchant Network provide assistance or intervention in connection with such disputes.
Disputes between Merchant and Merchant Network. By agreeing to these Terms of Service, you agree that you are required to resolve any claim that you may have against Merchant Network on an individual basis in arbitration, as set forth in this Section 14(c) (referred to herein as the “Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against Merchant Network, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Merchant Network by someone else.
- You and Merchant Network agree that any dispute, claim or controversy (“Dispute”), which cannot be resolved by the parties negotiating in good faith within 30 days of either party notifying the other of such Dispute, arising out of or relating to (a) these Terms of Service, including the Policies, or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to these Terms of Service, will be settled by binding arbitration between you and Merchant Network, and not in a court of law. Notwithstanding the foregoing sentence, you and Merchant Network each retain the right to bring an individual action in small claims court for Disputes relating to unpaid fees in connection with this Agreement and the right to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
- You acknowledge and agree that you and Merchant Network are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Merchant Network otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
- The arbitration will be administered by an Arbitrator chosen by Merchant Network.
- These Terms of Service (including this Arbitration Agreement) shall be governed by and interpreted in accordance with the laws of the state of Quebec and Canada federal laws applicable therein, without regard to principles of conflicts of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
- Any arbitration must be commenced by filing a demand for arbitration within two years after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law provides a different limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- Any arbitration hearing (“Hearing”) will be located at a site in Montreal, Quebec selected by the Arbitrator. The Hearing may be conducted telephonically or videographically, upon request from either party. The Hearing will be conducted in English, and the Arbitrator may, at his or her discretion, also select a secondary language upon request by either party.
- The arbitration will be conducted in front of a single arbitrator (the “Arbitrator”). The parties agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability or formation of these Terms of Service or the documents it incorporates by reference, including any claim that all or any part of these Terms of Service (including this Arbitration Agreement) is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Service (including the Arbitration Agreement) are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
- If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the written submissions of the parties, unless the Arbitrator determines that a Hearing is necessary. If your claim exceeds $10,000, your right to a Hearing will be determined by the Arbitrator.
- The Arbitrator may issue an arbitration award in accordance with any limitations of liability set out in Section 12 of these Terms of Service. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential effect. If you prevail in arbitration you will be entitled to an award of reasonable attorneys’ fees and expenses, to the extent provided under applicable law. Unless the Arbitrator concludes that your claim or the relief sought by you was frivolous or was brought for an improper purpose, we will not seek, and hereby waive all rights we may have under applicable law to recover, attorneys’ fees, costs and expenses if we prevail in arbitration. If the Arbitrator does conclude that your claim or the relief sought by you was frivolous or was brought for an improper purpose, the Arbitrator may in his or her sole discretion award us reasonable attorneys’ fees and expenses.
- You have the responsibility to pay any filing, administrative, and arbitrator fees.
- Notwithstanding the provisions in these Terms of Service regarding consent to be bound by amendments to these Terms of Service, if Merchant Network changes this Arbitration Agreement after the date you first agreed to the Arbitration Agreement (or to any subsequent changes to the Arbitration Agreement), you may reject any such change by providing Merchant Network written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date. This written notice must be provided by email from the email address associated with your account to: firstname.lastname@example.org. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Merchant Network in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Arbitration Agreement (or to any subsequent changes to the Arbitration Agreement).
- If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms of Service; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Terms of Service (including this Arbitration Agreement) or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
- If and only if this Arbitration Agreement is found not to apply to you or your claim, you and Merchant Network agree that any judicial proceeding (other than small claims actions) must be brought exclusively in the provincial courts and federal courts located within Montreal, Quebec, Canada and you and Merchant Network consent to venue and exclusive jurisdiction in those courts. Any claim not subject to arbitration must be commenced within two years after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law provides for a different limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
- These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by deleting the Merchant Network application or by closing your Shopify store in accordance with the Shopify Terms of Service.
- If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, including the Policies and, to the extent you use the Marketplace, the Merchant Policy, we also may terminate these Terms of Service at any time without notice and accordingly may deny you access to the Services, your Merchant Network Account or any part thereof. The obligations (including payment obligations) and liabilities incurred prior to the termination date shall survive the termination of these Terms of Service for all purposes.
- Upon termination of the Services by either party for any reason:
- Merchant Network will cease providing you with the Services and you will no longer be able to access your Merchant Network Account;
- unless otherwise provided in the Terms of Service or, to the extent you use the Marketplace, the Merchant Policy, you will not be entitled to any refunds of any Fees or Purchase Amounts, pro rata or otherwise; and,
- any outstanding balance owed to Merchant Network for your use of the Services through the effective date of such termination will immediately become due and payable in full.
- In the event that any provision of these Terms of Service is determined by a court of competent jurisdiction to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, the unenforceable portion shall be deemed to be severed from these Terms of Service, and such determination shall not affect the validity and enforceability of any other remaining provisions.
- Waiver and Entire Agreement
- The failure by us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
- These Terms of Service and any documents incorporated into these Terms of Service or posted by us in respect to the Services constitutes the entire agreement and understanding between you and us, and govern your use of the Services, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
- Sections 1, 2(b), 2(h), 4-6, 8-9 and 12-18 will survive the termination or expiration of this Agreement.
Questions about the Terms of Service should be sent to us at email@example.com.