STOREFRONT SERVICE TERMS
Your eCaribbeanonline Storefront (hereinafter referred to as “the Storefront") provides access to and use of an e-commerce website through which you can offer and sell Your Products.
These Storefront Service Terms are part of this Agreement. By registering for or using the webstore service, you (on behalf of yourself or the business you represent) agree to be bound by the Agreement, including these webstore service terms.
1. Listing and Promotion
Each sale of Your Products through your Webstore Site is a sale by you. You will determine what is for sale on your Webstore Site, but you may not list any product on the Webstore Site that is an Excluded Product. You will ensure that you list all of Your Products in accordance with this Agreement, including any applicable Program Policies.
You will provide in the format we require, accurate and complete Webstore Required Product Information and all other information requested by us to process payments for you and to otherwise operate your Webstore Site. You will update such information as necessary to ensure it at all times remains accurate and complete. If you provide us with any images of Your Product, you will unless we otherwise agree, first remove any logos, text or other marking included on the image except for any logos, text or other marking that actually appears on the product. We will make available certain information and reports relating to Your Transactions as we determine and have no obligation to make available any other information. We may use mechanisms that rate, or may allow users to rate, your performance as a seller, and may post those ratings and feedback on the Webstore Site or otherwise make it publicly available.
3. Your Product Transactions
3.1 General; Sale and Fulfillment
You will be solely responsible for, and bear all risk and liability for, sourcing, storing, selling, and fulfilling all of Your Products. As such, you are responsible for any non-conformity or defects in, damage to, or theft of or claims regarding the delivery or non-delivery of Your Products. You will handle such responsibilities, and agree to complete transactions for the items that you have listed in accordance with these Webstore Service Terms. All sales of Your Products on or through the Webstore Site will be final and may not be cancelled or revoked by you except pursuant to the applicable terms and conditions that appear on the Webstore Site.
3.2 Order and Payment Processing
We will process all payments, refunds and adjustments for Your Transactions. eCaribbeanonline or one of its Affiliates', name will appear on the customer's credit card statement (which may also display, at our option, your name). We will determine the time at which we process payments, refunds and adjustments for Your Transactions in our sole discretion. However, you are always the seller of record. We may withhold for investigation, or refuse to process, any of Your Transactions. We may use the services of one or more third party, processors or financial institutions in connection with the Webstore Service (each, a "Processor").
3.3 Fraud and Order Stops/Cancellations We will bear the risk of credit card fraud (i.e. fraudulent purchases arising from the theft and unauthorized use of a third party's credit card information) occurring in connection with Your Transactions, except with respect to Your Transactions that you do not fulfill in accordance with the Order Information made available to you by us (including shipping Your Product only to the recipient and at the shipping address specified in the Order Information made available by eCaribbeanonline), and you will bear all other risk of fraud or loss. You will promptly inform us of any changes to the product mix of Your Products or any pattern of fraudulent or other improper activities with respect to any of Your Product(s) that has resulted or may result in a higher incidence of fraud or other impropriety associated with transactions involving it (or them) than other similar products. You will stop or cancel orders of Your Products if we so direct (and if the customer has already been charged, you will execute the refunds for these orders) and will provide to us telephone and email contact information for a designated contact available during business hours whom we can contact regarding fraud, order stops and cancellations and similar concerns, who will cooperate with us and who has access and ability promptly to cancel or stop orders from being shipped. We may restrict destinations to which you may ship Your Products sold on or through any Webstore Site.
3.4 Refunds and Returns
You will accept and process returns of, and (using the functionality we make available to you) provide refunds and adjustments for, Your Products in accordance with these Webstore Service Terms and your policies posted on the Webstore Site at the time of the applicable sale, and you will calculate and refund any associated funds required to be refunded. You will route all refund (and adjustment) payments through eCaribbeanonline (eCO or its designated Affiliate. eCO or its designated Affiliate will credit the applicable customer account, and you will reimburse eCO for all amounts so credited. The functionality we make available to you for processing returns and adjustments may be modified or discontinued by us at any time without notice and is subject to the terms of this Agreement. We will make no refund without first consulting you.
If we inform you that we have received a claim, or any chargeback or other dispute, concerning one of Your Transactions, you will deliver to us within three (3) working days: (a) proof of delivery of the applicable Product(s) (b) the applicable eCO order identification number; and (c) a description of the applicable Product(s). If you fail to comply with the prior sentence, or if the claim, chargeback, or dispute is not caused by (i) credit card fraud for which we are responsible under Section 3.3, or (ii) our failure to make your Order Information available as the same was received by us or resulting from address verification, then you will promptly reimburse us for the amount of the customer purchase (including the Purchase Price, all associated shipping and handling charges and all taxes) and all associated credit card association, bank or other payment processing, re-presentment associated with the original purchase and any chargeback or refund, in each case to the extent paid or payable by us or our Affiliates.
4. Customer Service
4.1 Our Customer Service Responsibilities
As between you and eCO, we will be solely responsible for all customer service issues relating to payment, credit card processing, debiting or crediting.
4.2 Your Customer Service Responsibilities
Unless provided otherwise elsewhere in these Webstore Service Terms, you will be solely responsible for all customer service issues relating to Your Products (including pricing, rebates, item information, availability, technical support, functionality and warranty), Your Product order fulfillment and shipping and handling, Your Product order cancellation by you or any customer, returns, refunds and adjustments, and feedback concerning experiences with your personnel, policies or processes. In performing customer service, you will always present yourself as a separate entity from us.
5. Data and Communications
All transactions will be recorded in duplicate form. The Parties will co-own all the Customer Account Information and Webstore Transaction Information. Neither party will be required to pay any royalties or account to the other in connection with your or our use of any Customer Account Information or Webstore Transaction Information. You and your Affiliates will: (a) at all times comply with all Laws, including any Law related to the use of this type of information; and (b) comply with any applicable policies posted on the Webstore Site regarding use of this transaction and customer data. We are not liable for protection or privacy of electronic mail or other information transferred through the Internet or any other network you or your customers may utilize, including without limitation in connection with the provision of the Webstore Service; or the back up of any of your files or data.
6. Pricing and Remittance
6.1 Your Product Pricing and Terms of Sale Generally
You are free to determine the price for each of Your Products listed for sale on your Webstore Site. However eCO will review and analyze all price data and make periodic recommendations as is necessary.
6.2 Shipping & Handling Charges
Shipping and handling charges for Your Products sold on or through the Webstore Site, will be determined by the relevant service provider (Whether UPSL, TT Post or otherwise domestic), but will comply with any shipping and handling charge policies.
6.3 Remittance and Compensation
eCO to be paid the following (a) applicable Webstore Referral Fees; and (b) the applicable non-refundable Webstore Subscription Fee(s) which will be free for a period of six (6) months, in advance for each month of the term of this Agreement. “Webstore Subscription Fee" means the applicable fee(s) specified on the Webstore Fee Schedule at the time such fee is payable. With respect to each of Your Transactions: (i) "Sales Proceeds" has the meaning set out in the General Terms of this Agreement; and (ii) "Webstore Referral Fee" means the applicable percentage of Sales Proceeds from Your Transaction through the Webstore Site specified on the Webstore Fee Schedule at the time of Your Transaction.
6.3.2 Remittance of Sales Proceeds
We will remit to you on a bi-weekly (14-day) (or at your request, more frequent) basis any Webstore Sales Proceeds received by us but not previously remitted to you as of the date that is two (2) business days prior to the date of remittance (the "Remittance Calculation Date"), less: (a) the Webstore Referral Fees due for such sums; and (b) any Webstore Subscription Fees due. You will accept our remittances under the previous sentence as payment in full for the sale and shipping and handling of Your Products.
If a refund is made to a customer in connection with Your Transaction, we will refund to you the amount of the Webstore Referral Fee paid by you to eCO attributable to the amount of the customer refund (excluding any refunded taxes), less the lower of (a) five dollars ($5); or (b) twenty percent (20%) of the Webstore Referral Fee, which we may retain as an administrative fee. We will remit any amounts to be refunded by us under this subsection from time to time together with the next remittance to be made by us to you pursuant to subsection W-6.3.1 above.
7 Provision and Use of the Webstore Service
7.1 License to the Webstore Service and eCO Materials
Subject to this Agreement (including, but not limited to, Section 7.2 (License Restrictions) and Section 7.5 (Messaging), we grant you a limited, revocable, non-sublicenseable, non-assignable, non-exclusive and royalty-free license to: (a) access and use the Webstore Service and the eCO Materials in the manner permitted by this Agreement; (b) install, copy, and use any eCO Materials we may provide, solely in conjunction with your access to and use and operation of your Webstore Site; (c) enable the access to and use of your Webstore Site by customers.
7.2 License Restrictions
You may not authorize any other party to do the following to or with the Webstore Service: (a) reverse engineer, decompile, or disassemble them; (b) modify or create derivative works based upon them in whole or in part; (c) distribute copies of them; (d) remove any proprietary notices or labels on them; (e) use any Public Software in any manner that requires, pursuant to the license applicable to such Public Software, that the Webstore Service be disclosed, licensed, distributed or otherwise made available to anyone; or (f) resell, lease, rent, transfer, sublicense, or otherwise transfer rights to them. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Webstore Service.
7.3 Ownership; Reservation of Rights
You acknowledge and agree that we (or our licensors, as applicable) own all right, title and interest in and to the Webstore Service, except as explicitly included in this Agreement, you do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in or to the Webstore Service or any other intellectual property or technology that we provide or use in connection with the Webstore Service. All licenses not expressly granted in these Webstore Service Terms are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.
Except as provided in Section W-7.4.2, you will be responsible for securing all rights to the URL(s) for the Webstore Site, including maintaining the registration for the URLs with your domain name registrars. You will comply with our requirements regarding the URL(s) and its administration with the registrar so that we can provide the Webstore Service to you. You represent and warrant that the URLs used in connection with the Webstore Site does not violate any intellectual property rights or any other proprietary rights of any person. Except in connection with any URL provided by us as described in Section 7.4.2, you will not include "eCO", “eCaribbeanonline”, or any other eCO Mark or any variation or similar misspelling in any URL used in connection with the Webstore Site, or otherwise.
7.4.2 eCO Provided URL
We may provide you with a URL to use in connection with your Webstore Site. If you choose to use it you will comply with our requirements for its administration.
8. Effect of Termination
Upon any termination of the term of this Agreement or these Webstore Service Terms, all rights and obligations of the parties under these Webstore Service Terms will terminate, except that: the rights and obligations of the parties under Sections 2, 3, 4, 5, 6 and 8 with respect to Your Transactions occurring prior to termination will survive such termination. Upon any termination of the term of this Agreement or these Webstore Service Terms, you will immediately cease and discontinue all use of the eCO Marks.
Your Representations; Compliance with Laws
In addition to your representation and warranties in Section 4 of the General Terms of this Agreement, you represent and warrant to us that: (a) all of Your Products and their packaging comply and will comply with all applicable marking and labeling requirements required by law; (b) none of Your Products are or will be produced or manufactured, in whole or in part, by child labor or forced labor; (c) you and all of your subcontractors, agents and suppliers involved in producing or delivering Your Products will strictly adhere to all applicable Laws; (d) Your Materials, Your Products and your offer and subsequent sale of any of the same complies with all applicable Laws (including all marking and labeling requirements) and do not contain any defamatory, obscene or sexually explicit materials; (f) in connection with the Webstore Service or your Webstore Site, you will not separately ask for or require any customers or prospective customers to provide any credit card, debit card, bank account, or other information related to a payment method; and (h) you will not, without our prior consent, use any third party payment service for the processing of payments for transactions associated with your Webstore Site.
As used in this Agreement the following words have the following meanings:
"Customer Account Information" means the following non-transaction-specific information you receive from eCO prior to the expiration or termination of this Agreement with respect to customer accounts created or otherwise used to purchase Your Products on the Webstore Site: customer name, physical address, e-mail address and phone numbers. Notwithstanding the foregoing and for the avoidance of doubt, Customer Account Information does not include: (a) any Webstore Transaction Information; (b) any credit card, other account or identifying number of, or any other information specifically concerning, any payment instrument or method; (c) sign-in credentials; (d) information that pertains specifically to functionality of the Webstore Site (e.g. personalization settings); or (e) user clickstream information.
"Shipment Information" means, with respect to any of Your Products, the estimated or promised shipment and/or delivery date.
"eCO Functionality" means all techniques, know-how, features and functionality specific to development of a website presence to display products loaded into the eCO platform, including the following features and functions: search, browse, product detail display, shopping cart and credit card transaction processing, order/account lookup, and storefront administration & merchandising.
"eCO Materials" means: (a) the eCO Functionality (including, without limitation, all related techniques, know-how, algorithms, materials, specifications and source code); and (b) all Webstore Service-related product information, APIs, and any distinctive trade dress and trade styles (including, without limitation, color schemes), proprietary fonts, and the design, formatting, organization and structure of screens and other elements included within the Webstore Site.
"eCO Transaction" means the sale of any eCO Product through the Webstore Site for which eCO (or its Affiliate) receives eCO Transaction Revenues.
“ eCO Transaction Revenues" means: (a) the aggregate revenues (excluding taxes, bad debt, gift-wrapping charges, shipping and handling charges, or services charges and credit card processing fees) derived by eCO and its Affiliates from sales of eCO Products through the Webstore Site as provided in this Agreement; less (b) any revenues attributable to returned eCO Products, if such revenues previously were included in "eCO Transaction Revenues".
"Webstore Required Product Information" means with respect to each of Your Products, the following: (a) a description of Your Product; (b) the UPC code (unless we otherwise agree), SKU number for Your Product, and any other identifying information about Your Product that we request; (c) information regarding the in-stock status, shipping availability period or shipping availability date, and Your shipping limitations or requirements (in each case, in accordance with any categorizations we prescribe from time to time); (d) the categorization of Your Product within each applicable eCO browse structure that we prescribe from time to time; (e) a digitized image of Your Product (provided that you will first remove any logos, text or other marking included on such image except to the extent that such logos, text or other marking actually appear on Your Product); (f) the price for Your Product; (g) any text, disclaimers, warnings, notices, labels or other content required by applicable law to be displayed in connection with the offer, merchandising, advertising or sale of Your Product; (h) any vendor requirements, restocking fees or other terms and conditions applicable to such product that a customer should be aware of prior to purchasing the product; (i) brand; (j) model; (k) product dimensions; (l) weight; (m) a delimited list of technical specifications; (n) UPC code and SKU number (and other identifying information as eCO may reasonably request) for accessories related to Your Product that are available in eCO's catalog; and (o) any other information we reasonably request (e.g., the condition of used or refurbished products).
"Webstore Transaction Information" means the following information you receive from eCO associated with any orders of Your Product through your Webstore Site: total transaction amount; order ID#; order item code; SKU; product name; quantity; price; and adjustments. Notwithstanding the foregoing and for the avoidance of doubt, Webstore Transaction Information does not include: (a) any Customer Account Information; (b) sign-in credentials; (c) user click-stream information; or (d) any credit card or other account or identifying number of, or any other information specifically concerning, any payment instrument or method.