SellerMotor Terms of Use

THE TERMS OF USE STATED BELOW GOVERN YOUR USE OF OUR SERVICE

Updated on 10/01/2018

1. ACCEPTANCE OF TERMS

SellerMotor, (“SellerMotor”, “We” or “Our”) provides its service to you at www.SellerMotor.com, subject to the Terms listed below.


By accepting these Terms, or by accessing or using our Service or Site, You acknowledge that you have read, understood, and agreed to be bound by these Terms, and that the information you provide in signing up is accurate, complete, and belongs to you or is within your right to use. If You are entering into these Terms on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.


You acknowledge that these terms constitute a contract between You and SellerMotor, even though it is electronic and is not physically signed by You and SellerMotor, and that these Terms govern Your use of the Service and supersede any other agreements between You and SellerMotor.

2. DESCRIPTION OF SERVICE

The “Service” includes (a) the Site, (b) the SellerMotor software, tools and SellerMotor API, and (c) the other services provided to You through the Site based on the plan purchased, including all software, data, text, images, videos, and other content made available through the Site, or developed via the SellerMotor API (collectively, “Content”). Any new features added to or augmenting the Service are also subject to these Terms.


The Service may also include basic or expanded support based on the Service plan purchased. SellerMotor does its very best to make the Service available as detailed in the applicable Service plan, except for: (a) planned downtime (of which You will be notified in advance), or (b) any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures beyond Our control.

3. GENERAL CONDITIONS/ACCESS AND USE OF THE SERVICE

Subject to the terms and conditions of these Terms, You agree to access and use the Service only for Your internal business purposes as contemplated by these Terms. Subject only to Your limited right to access and use the Service as expressly granted to You here, all rights, title and interest in and to the Service and its components, including all related intellectual property rights, will remain with and belong exclusively to SellerMotor and its third-party vendors.


You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party, (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with SellerMotor, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks; (d) use the Service in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicate or unsolicited messages in violation of applicable law, (e) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service, (f) use the Service to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software, or (g) try to use, or use the Service in violation of these Terms.


You are responsible for all information, data, text, messages or other materials that You post or is otherwise transmitted via the Service. You are responsible for maintaining the confidentiality of Your login and account, and are fully responsible for any and all activities that occur under Your login or account.


SellerMotor’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.

4. DATA PRIVACY AND SECURITY

In providing You the Service We shall maintain appropriate administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Your data. These safeguards include encryption of Your data in transmission (using SSL or similar technologies), except for certain external third-party integrations that do not support encryption.


You agree that SellerMotor can access Your accounts information in order to respond to Your service requests. We will not disclose such data except if compelled by law, permitted by You. You agree not to use the information gained from SellerMotor for your own use in any type of way without explicit permission.

5. INTELLECTUAL PROPERTY RIGHTS

Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. SellerMotor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You. SellerMotor, and SellerMotor’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of SellerMotor (collectively, “Marks”), and You may only use such Marks to identify yourself as a customer and user of the Service; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent SellerMotor, its services or products.

6. THIRD PARTY SERVICES

External Sites. The Service may contain links to, or otherwise may allow You to connect to and use certain marketplaces, third party products, services or software under separate terms and conditions (collectively, “Other Services”) in conjunction with Our Service. If You decide to access and use such Other Services, be advised that Your use is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible for, and make no representations as to such Other Services, their content or the manner in which they handle Your data. SellerMotor is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Other Services, or Your reliance on the privacy practices or other policies of such Other Services.


Integration. The Service may contain features that enable various Other Services (such as social media services like Facebook and Twitter) to be directly integrated into your SellerMotor experience. To take advantage of these features, You will be required to register for or log into such Other Services on their respective websites. By enabling third party services within the Service, You are allowing SellerMotor to pass Your log-in information to these Other Services for this purpose.

7. BILLING, PLAN MODIFICATIONS AND PAYMENTS

a. General. SellerMotor bills you through an online account (your "Billing Account") for use of the Service. You agree to pay SellerMotor all charges at the prices then in effect for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize SellerMotor to charge your chosen payment provider (your "Payment Method") for the Service. You agree to make payment using that selected Payment Method. SellerMotor reserves the right to correct any errors or mistakes that it makes even if it has already requested or received payment.


b. Recurring Billing. Our subscription plans to the Service consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By entering into this Agreement, you acknowledge that your subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. SellerMotor may submit periodic charges (e.g. monthly) without further authorization from you, until you provide prior notice (confirmed in writing by SellerMotor) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before SellerMotor could reasonably act. YOU MAY change your payment method or cancel your paid membership by a provider of your chosen Payment Method (the "Payment Method Provider"). For your convenience, we take your payment information so that your SellerMotor membership will not be interrupted. We auto-renew your membership at the level you selected. Your SellerMotor subscription will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional subscription rate (if applicable).


c. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY SELLERMOTOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS. IF YOU FAIL TO PROVIDE SELLERMOTOR ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT SELLERMOTOR MAY CONTINUE CHARGING YOU FOR ANY USE OF THE SERVICE UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION FOR THE SERVICE (CONFIRMED BY YOU IN WRITING UPON REQUEST BY SELLERMOTOR).


d. Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen payment method.


e. Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that SellerMotor is authorized to charge your Payment Method. SellerMotor may submit those charges for payment and you will be responsible for such charges. This does not waive SellerMotor's right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.


f. Late Payment. If we are unable to process a payment that is due, you will be given a seven (7)-day grace period (the "Grace Period") during which you will be able to continue using the Service. If we are not able to process your payment during the Grace Period, your access to the Service will be frozen until your account is brought current.


g. Refunds. Except as specifically set forth in this section, all SellerMotor services are prepaid for the period selected (monthly, yearly or otherwise) and are non-refundable.


Because you are given the opportunity to use the Service during the Trial Period (as that term is defined below), subsequently purchased subscriptions are not refundable. There will be no refunds or credits for partial months of service remaining on termination. If you upgrade or downgrade your subscription, we will charge the corresponding plan price pro rata the time of use. In order to treat everyone equally, no exceptions will be made.


During the Trial Period, you may downgrade or cancel your account at any time.


If you cancel a paid account, you will not be entitled to a refund for any previous charges, including the most recent charge. The only exception to this is for non-trial annual subscribers (those holding an annual subscription to the Service). Annual subscribers who wish to cancel or downgrade and request a refund may do so within 30 days of the day on which they were charged for their account; in these cases, only a partial refund equivalent to 80% of the annual fee will be returned. Other requests for refunds may be processed at the sole discretion of SellerMotor.


All cancellations and downgrades are processed automatically. To cancel or downgrade, please click the link or button that says "Cancel" and follow the instructions.


If you have a question while canceling your account, you must give us adequate time to respond to your message. Delays in our support system do not qualify as a reason to extend your trial period, or excuse canceling after 14 days.


h. Downgrades. You acknowledge and agree that downgrading your subscription may result in the loss of content, features, or capacity of your account. SellerMotor disclaims any and all liability arising from such loss.


i. Free Trial. When you create an account you will be eligible for a free trial period (the "Trial Period"). During the Trial Period, you may use the Service at no cost to evaluate its suitability for your needs. Each user is entitled to one (1) free trial unless otherwise agreed by SellerMotor in writing. SellerMotor reserves the right, in its sole discretion, to discontinue or change the availability of Trial Periods at any time.


You acknowledge and agree that, upon the termination of your Trial Period, you will no longer be able to use the paid features on the Websites unless you purchase a subscription at the prices then in effect. Alternatively, your Trial Period will end automatically if you purchase a subscription prior to the termination of the Free Trial.


j. Price Changes. SellerMotor reserves the right to change prices without prior notification as long as current accounts remain at the rates that were active at the time of subscription. Changes to the rates affecting existing accounts will be made only after timely notification has been sent. Such notifications will be posted on the SellerMotor Site (SellerMotor.com) and sent via email to the email address each customer has provided during registration.


k. Billing Privacy. SellerMotor uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain, or use Your billing information except to process Your credit card information for SellerMotor.

8. CANCELLATION AND TERMINATION

You are responsible for cancelling Your account, and can cancel Your account in the SellerMotor software or by sending an email to support@SellerMotor.com . There are no other means of cancelling Your account. Once You cancel Your account You will lose access to all of Your content, and We preserve the right to delete all such content in the normal course of operation. This content cannot be recovered once Your account is cancelled. If You cancel the Service before the end of Your current paid-up subscription period, Your cancellation will take effect immediately and You will not be charged again.


SellerMotor reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any/all current and future use of the Service, suspend or terminate your account or any part thereof (or Your use of the Service), and remove and discard any of Your content within the Service if We believe that You have violated these Terms. SellerMotor will use all reasonable efforts to contact You directly via email to warn You prior to suspension or termination of Your account. Any suspected fraudulent, abusive, or illegal activity may be grounds for immediate termination of Your use of Service, and may be referred to law enforcement authorities. SellerMotor shall not be liable to You or any third party for any modification, suspension or discontinuation of the Service.

9. DISCLAIMER OF WARRANTIES

The Service, including the site and content, and all server and network components are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and SellerMotor expressly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that SellerMotor does not warrant that the Service will be uninterrupted, timely, secure, error-free or virus-free, and no information or advice obtained by you from SellerMotor or through the Service shall create any warranty not expressly stated in these terms.

10. LIMITATION OF LIABILITY

No consequential damages. Under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to these terms, or such party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, lost data, business interruption or any other loss incurred by such party in connection with these terms or the Service, regardless of whether such party has been advised of the possibility of or could have foreseen such damages.


Limits on monetary damages. Notwithstanding anything to the contrary in these terms, SellerMotor’S (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms claimed by you or any third party arising from our service, shall be limited to the lesser of (I) actual damages incurred, or (II) payments made by you for the Service during the twelve (12) months preceding the claim. The parties acknowledge and agree that the essential purpose of this section is to allocate the risks under these terms between the parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if SellerMotor were to assume any further liability other than as set forth herein. The parties have relied on these limitations in determining whether to enter into these terms.


Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. In these states, SellerMotor’s liability will be limited to the greatest extent permitted by law.

11. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless SellerMotor from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from Your breach of these Terms, or Your access to, use, misuse or illegal use of the Service. SellerMotor will provide You notice of any such claim, suit, or proceeding. SellerMotor reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist SellerMotor’s defense of such matter.

12. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS

SellerMotor may assign or transfer these Terms, in whole or in part, without restriction, provided the assignee agree to be fully bound by these Terms. These Terms supersede prior versions of these Terms, or any other discussions, agreements or understandings by or among the parties (other than written agreements expressly accepted and executed by both parties). We may amend these Terms from time to time, in which case the new Terms will supersede prior versions.

13. SEVERABILITY

If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

14. EXPORT COMPLIANCE AND USE RESTRICTIONS

Certain Content and software components of the Service may be subject to U.S. export control and economic sanctions laws. If You are subject to U.S. laws, You agree to comply with all such laws and regulations as they relate to such software and Content, and access and use of the Service. You shall not access or use the Service if you are located in Burma (Republic of the Union of Myanmar), Cuba, Iran, Libya, North Korea, Sudan, or Syria (the “Prohibited Jurisdictions”), and You shall also not provide access to the Service to any government, entity or individual located in the Prohibited Jurisdictions.

15. RELATIONSHIP OF THE PARTIES

The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

16. GOVERNING LAW

These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, for the purpose of resolving any dispute relating to Your access to or use of the Service.

17. FEDERAL GOVERNMENT END USE PROVISIONS

If you are a U.S. federal government end user, this Service is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, this Service is licensed to you with only those rights as provided under the terms and conditions of these Terms.

18. SURVIVAL

Sections 3 (GENERAL CONDITIONS/ACCESS AND USE OF THE SERVICE), 5 (INTELLECTUAL PROPERTY RIGHTS), 7 (BILLING, PLAN MODIFICATIONS AND PAYMENTS), 8 (CANCELLATION AND TERMINATION), 9 (DISCLAIMER OF WARRANTIES), 10 (LIMITATION OF LIABILITY), 11 (INDEMNIFICATION), 12 (ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS), 13 (SEVERABILITY), 14 (EXPORT COMPLIANCE AND USE RESTRICTIONS), 15 (RELATIONSHIP OF THE PARTIES) and 16 (GOVERNING LAW) will survive any termination of these Terms.