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Inxeption Merchant Community Terms

Last updated: July 29, 2019

These Inxeption Merchant Community Terms, including the Order Form and any applicable Service Terms referenced below (together, the "Agreement") composes the terms and conditions governing Inxeption Corporation ("Inxeption," "we" or "us") and you ("Merchant") regarding your use of the Inxeption Platform. By agreeing to an Order Form, either by clicking to accept, signing an Order Form, you agree, on behalf of the Merchant entity designated in the Order Form ("Merchant" or "you") to the terms of this Agreement, subject to acceptance by Inxeption. In the event of any conflict among the terms of this Agreement, the Order Form will supersede, then the Service Terms, and last, these terms and conditions.

1. Enrollment and Setup

To use the Inxeption Platform, you must complete the store set-up process, including providing profiles for one or more Merchant Products and configuring the appearance of your Merchant store. Inxeption will provide a reasonable amount of technical assistance to you in the set-up process, as further described in the Merchant Set-Up Process Service Terms. Set-up fees indicated in the Order Form are in consideration of this assistance.

2. Platform Access

During the Term, Inxeption will provide you access to the Inxeption Platform. Inxeption will also provide you with reasonable assistance to use the Inxeption Platform and to update your Merchant profile or Merchant Product profiles, as further described in the Merchant Support Process Service Terms. Subscription fees indicated in the Order Form are in consideration of this process and access to the Inxeption Platform.

3. Products

You will determine which Merchant Products for which you wish to use the Inxeption Platform, by creating Merchant Product profiles on the Inxeption Platform. Inxeption may, in its discretion, require you to remove any Merchant Product, including where the sale of the Merchant Product is illegal or subject to regulatory limitations that would make its sale over the Inxeption Platform unlawful, where the Merchant Product yields unusually high return rates or Customer complaints, or where the sale of the Merchant Product may otherwise subject Inxeption to liability. You must keep all information regarding each of your Merchant Products up to date, by correcting or updating its product profile in the Inxeption Platform. It is your responsibility to provide any warning labels or other communications required by law to be presented to Customers for sale of the Merchant Products.

4. Product Sales

You, and not Inxeption, will, in your sole discretion, set prices for the Merchant Products. Inxeption may, via the Inxeption Platform, make recommendations for sales prices to help you increase sales, but you may follow such recommendations or not in your discretion. Sales of any Merchant Products via the Inxeption Platform will take place directly between Merchant and the Customer. You, and not Inxeption, will be the merchant of record. The Inxeption Platform contains functionality to help you calculate sales taxes, but you are responsible for paying all sales taxes arising from sale of Merchant Products, unless you designate Inxeption to pay such taxes for you under the Services Description. All warranties, conditions and guarantees regarding the Products will be your responsibility, and not that of Inxeption, and will extend only from Merchant to the Customer directly. Any request for refund by a Customer will be handled by you, and not Inxeption. You may set refund and return policies in your discretion, but you must follow those policies for all sales via the Inxeption Platform. Refunds will not entitle you to reimbursement from any shipping, tax, payment processing or other fees payable to Inxeption in connection with the sale. Inxeption may, in its sole discretion, elect to issue refunds. All sales via the Inxeption Platform will be in the U.S. only.

5. Fees You Pay to Us

All Fees payable to Inxeption are due and payable as indicated in the Order Form or in the Services Description, or if not indicated therein, no later than 30 days after delivery of Inxeption’s invoice to you. Unless otherwise indicated in the Order Form, you must provide valid credit card information for all payments of Fees. All amounts payable under this Agreement, and all prices, will be quoted and paid in US dollars only. Except as otherwise indicated in the Order Form, Fees will be expressed as a percentage of GMV. Inxeption may modify the fees in this order form on 24 hours notice.

6. Amounts Inxeption Pays to You for Merchant Products

Inxeption will collect the amounts due from Customers for Merchant Products sold via the Inxeption Platform, retain the difference between amounts collected and Fees owed by you, and pay the difference to you. Unless otherwise indicated in the Order Form, you must provide and update valid ACH bank transfer information to receive such amounts. Inxeption may withhold a reasonable reserve from amounts due to you in the event your sales result in excessive chargebacks or refunds, according to Inxeption’s policy generally applied to its Merchants. Inxeption will retire any outstanding reserved amounts once per calendar year, or at the end of the Term, whichever is first.

7. Your Account

Your account is only for use of Merchant and any of its Affiliates specifically authorized in an Order Form. You must not provide access to the Inxeption Platform to any third party, except to the extent necessary to enable your own use of the Inxeption Platform, and you will be responsible for any third party to whom you give access to the Inxeption Platform. Inxeption may require any such third parties to agree to terms of use of the Inxeption Platform You are solely responsible for maintaining the security of your sign-in credentials and password for the Inxeption Platform. Inxeption may rely on any instructions given for your account via a valid password and user ID.

8. Term and Termination

The term of this Agreement will start when you agree to this Agreement, and continue until terminated by us or you as provided in this Agreement, or until the expiration of all Order Forms, whichever is later (the "Term"). If a particular term is specified in an Order Form, the Order Form will renew for like terms (other than initial set-up fees) unless either you or Inxeption provide notice of intention not to renew, prior to the expiration of the then-current term. Unless otherwise set forth in the Order Form, you may terminate this Agreement or any Order Form for any reason at any time by submitting a termination request on the Inxeption Platform; however, no such termination will entitle you to a refund of any fees. Inxeption may terminate this Agreement if you breach its terms and do not cure such breach within 30 days of notice by Inxeption, or if no sales of Merchant Products occur for a period of six months or more. Upon termination, all rights and obligations of the parties under this Agreement will terminate, except that Sections 10, 11, and 16 will survive termination.

9. Updates to These Terms

Inxeption may amend any of these terms and conditions at any time and at its sole discretion, provided only that (a) such changes apply generally to Inxeption Merchants, (b), no such change constitutes a material reduction of functionality of the Inxeption Platform, and (c) notice of changes to this Agreement is provided at least 30 days prior to their effective date. Your continued use of the Inxeption Platform after updated terms are effective will constitute your acceptance of any updated terms.

10. License to Your Materials

Setting up your Merchant account or Merchant Product profiles, or using the Inxeption Platform, may require you to provide material such as photos, videos, logos, company or contact information, documentation, user manuals or product descriptions ("Merchant Materials"). You grant Inxeption a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, or otherwise exploit such materials. You represent that you have the right to grant this license.

11. Privacy and Data

Inxeption will use any data included in Merchant Materials only as set forth in Inxeption’s then-current privacy policy, as posted on the Inxeption Platform. During the Term and for a period of 30 days thereafter, Inxeption will provide you with functionality to download your Merchant Product profiles and other data regarding your Merchant account, in a standard format such as XML or CSV, to assist you in keeping backup information or transitioning off the Inxeption Platform.

12. Representations

Each of Merchant and Inxeption represent and warrant that: (a) it is duly organized, validly existing and in good standing under the laws of the locality in which its business is registered; (b) it has all requisite right, power, and authority to enter into this Agreement, and to perform its obligations in this Agreement; (c) it is not subject to sanctions or designated on any list of prohibited or restricted parties, including but not limited to the lists maintained by the United Nations Security Council, the US Government (such as the U.S. Department of the Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders List and the U.S. Department of Commerce’s Entity List), or other applicable government authority; and (d) it will abide by all applicable laws and regulations in its performance of this Agreement.

13. Indemnification for Claims Based on Your Actions or Products

You will indemnify Inxeption, our Affiliates, and our and their respective officers, directors, employees, representatives, and agents against any claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a "Claim") arising from or related to Merchant Products (including their offer, sale, delivery, and fulfillment), Merchant Materials, any actual or alleged infringement of any intellectual property rights by any of the foregoing, and any personal injury, death, or property damage related thereto and any taxes payable by you. Inxeption will give you reasonable notice of any Claim and allow you control of the defense of the Claim. Inxeption may participate in that defense at its own expense. You may not consent to the entry of any judgment or enter into any settlement of a Claim without our prior written consent, unless the settlement releases us of all liability and requires us to pay no amounts and make no admissions. You must at all times maintain sufficient insurance from a reputable insurer, with reasonable and customary limits for the nature of your products, and sufficient to cover any and all claims of any kind or nature for damage to property or personal injury, including death, made by anyone, that may arise from activities performed or facilitated by this Agreement. Upon Inxeption’s request, you will provide proof of such insurance.

14. Disclaimers

THE INXEPTION PLATFORM AND MERCHANT PRODUCTS ARE PROVIDED "AS-IS." TO THE FULLEST EXTENT PERMISSIBLE BY LAW, INXEPTION AND MERCHANT DISCLAIM: (i) ANY REPRESENTATIONS OR WARRANTIES REGARDING SAME, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT; AND (ii) IMPLIED WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

15. Limitation of Liability

INXEPTION WILL NOT BE LIABLE FOR COST OF COVER, OR FOR ANY LOSS OF PROFIT, REVENUE, BUSINESS, OR DATA OR PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF INXEPTION HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE COSTS OR DAMAGES. INXEPTION’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNTS DURING THE PRIOR 12 MONTH PERIOD PAID BY YOU TO INXEPTION.

16. Confidentiality

During the course of your use of the Services, you may provide us with information relating to your company or unreleased Merchant Products that is confidential ("Merchant Confidential Information"). Merchant Confidential Information excludes any information provided via the Inxeption Platform Merchant account for display to customers or users. Merchant Confidential Information includes Fees payable to or from you under this Agreement. Inxeption will use Merchant Confidential Information only as is reasonably necessary to provide the Inxeption Platform, and we will not disclose it to any third party, except as we may be required to do by law.

During the course of your use of the Services, we may provide you with information relating to pricing, Fees, or other information generated by the Inxeption Platform ("Inxeption Confidential Information"). Inxeption Confidential Information includes Fees payable to or from you under this Agreement. You will use Inxeption Confidential Information only as is reasonably necessary to use the Inxeption Platform, and you will not disclose it to any third party, except as you may be required to do by law.

If you provide any suggestions, or ideas for improvements, for the Inxeption Platform, we will be free to use such information. If we provide you with suggestions for your Merchant Materials or Merchant Products, you will be free to use such information.

17. General

Inxeption will not be liable for any delay or failure to provide the Inxeption Platform under this Agreement for reasons beyond its reasonable control. Merchant and Inxeption are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. There are no third party beneficiaries under this Agreement. This Agreement will be governed by the laws of the State of California, without reference to its conflict of laws rules, and will not be governed by the Convention on Contracts for the International Sale of Goods. Inxeption and Merchant both consent that any dispute or claim relating in any way to this Agreement or your use of the Inxeption Platform will be resolved by binding arbitration as described in this paragraph, rather than in court. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages) and must follow the terms of this Agreement as a court would. You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Any arbitration will be conducted in San Francisco, California, before one arbitrator according to the rules of JAMS. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent except to a party that succeeds to all or substantially all of your assets as a result of a merger, acquisition or asset sale, but not to any direct or indirect competitor of Inxeption. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. Inxeption may perform any of its obligations or exercise any of our rights under this Agreement through one or more of its Affiliates. Failure to enforce strict performance of any provision of this Agreement will not constitute a waiver of the right to enforce such provision or any other provision of this Agreement subsequently. Any notice provided by Inxeption under this Agreement may be provided via a notice to the administrator for your account via the Inxeption Platform. Any notice provided by Inxeption to you will be provided to legal@inxeption.com. This Agreement incorporates and you accept the Service Terms applicable to any services you elect. If any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these terms and conditions and will not affect the validity and enforceability of any remaining provisions. If you are located or domiciled in Canada, then it is the express wish of the parties that this Agreement and the applicable Service Terms and program policies have been drafted in English. (The following is a French translation of the preceding sentence: Si le pays de service est le Canada, les parties conviennent que la présente autorisation et tous les termes et conditions applicables s’y rattachant soient rédigés en anglais.) This Agreement represents the entire agreement between the parties with respect to the Services and related subject matter and supersedes any previous or contemporaneous oral or written agreements and understandings.

Definitions

As used in this Agreement, the following terms have the following meanings:

  • "Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with that entity.
  • "Customer" means any customer that purchases Merchant Products via the Inxeption Platform.
  • "Fees" means the fees payable to Inxeption by Merchant hereunder, as detailed in the Order Form or in the applicable Services Description.
  • "GMV" means gross amounts invoiced to customers (excluding discounts actually taken at the point of sale, of Merchant Products for which Inxeption provides services hereunder. For avoidance of doubt, customer refunds, partial or complete, will not be deducted from GMV.
  • "Inxeption Platform" means the e-commerce and product management platform made generally commercially available by Inxeption.
  • "Service" means any of the following services: fulfillment, shipping, order and returns processing, insurance, tax processing, help desk support, finance together in each case with any related services and materials we make available.
  • "Services Description" means terms and conditions, if any, published by Inxeption for Services Merchant may elect to purchase in connection with the use of the Inxeption Platform.
  • "Service Terms" means the terms and conditions promulgated by Inxeption for a Service.
  • "Merchant Product" means any product or service that you offer for sale via the Inxeption Platform.
  • "Merchant Set-Up Process Service Terms" means the terms and conditions promulgated by Inxeption for a Merchant set-up process.
  • "Merchant Support Process Service Terms" means the terms and conditions promulgated by Inxeption for a Merchant support process.

Inxeption Shipping Terms of Service

Last Updated October 11, 2019

These terms (“Shipping Terms”) apply when you elect to receive shipping services (“Inxeption Shipping”) in connection your Inxeption account as described in the Inxeption Merchant Community Terms. Inxeption may update its shipping services from time to time, and any new features or tools added to Inxeption Shipping will also be subject to these Shipping Terms. Inxeption may also update these Shipping Terms, including the pricing thereof, from time to time, by giving you notice via your Inxeption platform, email, or other method. Your continued use of Inxeption Shipping after the effective date of any change will constitute acceptance of such updated terms. You can review the current version of the Shipping Terms at any time at https://www.inxeption.com/terms.

A. Inxeption Shipping

You must read, agree with, and accept all of the terms and conditions contained in these Shipping Terms before you begin to use Inxeption Shipping.

You agree to use Inxeption Shipping in accordance with all procedures that are provided to you by Inxeption, at any time. If you do not agree with these procedures, then you should not use Inxeption Shipping.

Inxeption Shipping allows you access to purchase United States Postal Service (“USPS”) postage, United Parcel Service, Inc. (“UPS”) services, ABF Freight Systems, Inc. (“ABF”) services and DHL Express (USA), Inc. (“DHL”) and each of UPS, USPS, ABF and DHL a “Carrier” and together the “Carriers”) services to assist you in fulfilling your Inxeption orders. You do not need to create accounts with the Carriers to use Inxeption Shipping.

B. Your Responsibilities

Inxeption serves solely as an intermediary between you and the Carrier, allowing you to purchase their services. You are responsible for shipping to your customers. Inxeption is not responsible for picking up, transporting, delivering or otherwise dealing with your shipment.

Your use of Inxeption Shipping with UPS is subject to, and you are responsible for compliance with, all applicable UPS rules. See the UPS Rate and Services Guide, Tariff as well as the UPS Technology Agreement for the terms and conditions governing your shipment with UPS.

Your use of Inxeption Shipping with USPS is subject to, and you are responsible for compliance with, all applicable USPS rules. See Shipping Restrictions for more information about what you are and are not permitted to ship through USPS, and Mailing Standards for packaging and labelling requirements.

Your use of Inxeption Shipping with DHL is subject to, and you are responsible for compliance with, all applicable DHL rules. See DHL’s Terms and Conditions of Carriage for the terms and conditions governing your shipment with DHL.

Your use of Inxeption Shipping with ABF is subject to, and you are responsible for compliance with, all applicable ABF rules. See ABF’s ARC Rules Tariff for the terms and conditions governing your shipment with DHL.

You are responsible for compliance with all local and international shipping and customs regulations.

Use of Inxeption Shipping must be associated with Inxeption Orders (“Order” or “Orders”). An Order is any committed sales order entered into your Inxeption Platform. Shipping Labels may not be transferred or sold to a third party. You are permitted to charge or pass through your shipping costs to your customers at your discretion.

You agree not to duplicate, copy, reproduce, sell, resell or exploit any portion of Inxeption Shipping, use Inxeption Shipping, or access Inxeption Shipping without the express written permission of Inxeption. You may not use Inxeption Shipping for any illegal or unauthorized purpose. You may not, while using Inxeption Shipping, violate any laws in your jurisdiction or the laws of the United States of America or the State of California.

INXEPTION PROVIDES ACCESS TO INXEPTION SHIPPING ON AN “AS IS” AND “AS AVAILABLE” BASIS.

INXEPTION PROVIDES ACCESS TO INXEPTION SHIPPING ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY ANY AND ALL APPLICABLE LAWS, INXEPTION MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING INXEPTION SHIPPING. INXEPTION DISCLAIMS ALL CONDITIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. INXEPTION SHALL HAVE NO LIABILITY WHATSOEVER ARISING FROM OR RELATING TO YOUR USE OF INXEPTION SHIPPING, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF REVENUE, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH INXEPTION SHIPPING. IN NO EVENT SHALL INXEPTION'S ENTIRE LIABILITY TO YOU EXCEED THE PRICE PAID BY YOU FOR INXEPTION SHIPPING.

You agree to indemnify and hold Inxeption and (as applicable) our Inxeption partners, officers, directors, agents, subsidiaries, affiliates, and employees, harmless from any liability, claim, expense, loss or demand, including reasonable attorneys’ fees, arising out of or in any way connected with any unauthorized use of Inxeption Shipping, your breach of these Shipping Terms or the documents it incorporates by reference, your violation of any law or the rights of a third party, your data that you uploaded, either by you or on your behalf, or any of your actions or omissions related to Inxeption Shipping.

Inxeption will not be responsible for any local customs charges, import taxes or duties or any similar charges related to your shipments. If any such charges become due as a result of your use of Inxeption Shipping and are charged to Inxeption by any competent authority, you agree to reimburse Inxeption fully in respect of the same within 7 days of Inxeption’s demand.

Any use by you of Inxeption Shipping is entirely at your own risk and discretion. You should ensure that you are familiar with and approve the terms on which shipping services are provided by the USPS, UPS, ABF, and DHL.

C. Fees

You agree that you will pay the applicable Fees for all Orders shipped using Inxeption Shipping (the “Fees”). A shipment (“Shipment”) is merchandise transported under the terms of a single bill of lading or waybill, irrespective of the quantity or number of packages, containers, or pieces. One shipment corresponds to one tracking number from a logistics company.

All Fees will be charged to your Inxeption Shipping Invoice, according to the Shipment costs, minimum Shipment costs, transaction charges and any other charges, and the payment terms and schedule noted in the Inxeption Commerce Partner Order Form (the “Order Form). You are responsible for any applicable Taxes (as defined in the Inxeption Terms of Service) associated with the Fees.

Some Fees may be based on the Gross Revenue of the Order. The Gross Revenue is the total price of all the goods in the Order, based on the sales price for each product in your Inxeption Product Ledger. This Gross Revenue does not include any discounts, promotions, or adjustments given by you to your customer.

In the case of an Order with a total shipping charge that is more than 50% of the shipment’s Gross Revenue, you agree to pay the full cost, to Inxeption from the Carrier, for the Shipment.

Inxeption will, from time to time, withdraw from your bank account via ACH or similar manner, the aggregate Fees you have incurred from Inxeption Shipping. If your account is overdrawn, has insufficient funds or if we are otherwise not able to collect payment from you for the invoiced Fees, you will not be able to purchase any postage, Shipping Labels or services through the Inxeption Platform Shipping until such Fees are paid.

You authorize Inxeption to withdraw from your bank account currently used to pay for your Account via ACH or similar manner, any Fees incurred in relation to Inxeption Shipping, in accordance with these Shipping Terms. You will be responsible for payment in the event we are otherwise unable to collect payment from you. We will inform you of any overdue Fees via email or your Inxeption Platform.

Users have approximately two weeks to bring up and settle any issues with the billing. After two weeks, you have agreed that there are no issues with the Fees. You waive the right to object to any invoice you do not dispute within 10 business days after the date of the invoice. Any dispute must be submitted to Inxeption via your Inxeption Platform or via email. There are no refunds for unused labels.

For Orders shipped using Inxeption Shipping, the associated Shipment(s) may be audited for total Gross Revenue, weight, dimensions, mail class, package type and Zip or Postal Code. If an audit reveals that the Order does not accurately represent the goods shipped, additional Fees or credits may be applied to your Account.

If a Shipment is determined to be undeliverable by the carrier, you may be contacted to determine whether to have the Shipment returned or abandoned. You are responsible for all Fees associated with returned or abandoned Shipments, regardless of whether you have approved the return or abandonment of the Shipment. Undeliverable Shipments may result in additional fees from the carrier, for which you will be responsible.

Inxeption is not responsible for, and will not be obligated to credit Fees for:

  • Lost or damaged Shipments
  • Delayed Shipments
  • Misdirected Shipments

You must look only to the carrier for claims regarding such Shipments. Inxeption will provide you with reasonable information as necessary to make such claims, via your Inxeption Platform.