Effective and Last Updated as of October 5 2021
These Terms of Service (Terms) shall govern the relationships between Sellbery Inc (also referred to as “We”, “Us”, “Our”, “Sellbery” or “Website”) regarding the use by Users (also referred to as “You” or “Your”) of the Sellbery application, located at https://sellbery.com and any other Services available through this Website.
PLEASE READ THIS TERMS CAREFULLY BEFORE USING OUR SELLBERY APPLICATION. BY GIVING CONSENT TO COMPLY WITH OUR TERMS OF SERVICE YOU ARE ENTERING INTO A BINDING CONTRACT WITH SELLBERY INC, A COMPANY REGISTERED UNDER THE DELAWARE STATE LAWS , HAVING A PRINCIPAL PLACE OF BUSINESS AT 221 N. BROAD ST., SUITE 3A, MIDDLETOWN, DE 19709, USA. IF YOU DISAGREE, OR ARE UNABLE TO COMPLY WITH THESE TERMS , YOU AGREE THAT YOU WILL NOT USE SELLBERY.
We may revise or amend the Terms at any time without prior notice and Users agree the revisions or amendments will be effective upon updating on this Website with those changes or amendments. We agree to change the “Last Updated” date appearing at the top of this page to reflect each time We make any changes to this Agreement. Continued use of the Website and/or Services following the posting of changes shall mean that You accept those changes. Even if You agree to Our Terms, We may deny You access to Our Website and/or the use of some or all of Our Information and Services in Our sole and absolute discretion, for any reason or no reason.
BY REGISTERING FOR, ACCESSING, BROWSING, UPLOADING TO OR USING SELLBERY OR OUR WEBSITE YOU AGREE THAT YOU HAVE READ,WILL COMPLY WITH AND WILL BE FULLY BOUND BY, THIS TERMS OF SERVICE AS WELL AS OUR PRIVACY POLICY INCORPORATED HEREIN BY THE LINK. PLEASE NOTE THAT THIS WEBSITE IS NOT INTENDED TO BE USED BY PERSONS WHO IS UNDER LEGAL AGE. IF YOU ARE NOT 18 YEARS OLD PLEASE CEASE USING THIS WEBSITE.
NOTICE TO EXISTING SELLBERY USERS: ALL EXISTING USERS WILL AUTOMATICALLY BE TRANSFERRED TO THE NEW SELLBERY 2.0 PLATFORM AND ALL ACCOUNTS WILL BE CONNECTED. WE ANTICIPATE THE NEW SELLBERY 2.O TO BE AVAILABLE ON OR ABOUT OCTOBER 04, 2021.
By visiting Our Website, You agree and accept these Terms of Service, Privacy Policy, and Data Processing Addendum all of which form a binding agreement (“Agreement”) between You and Us. If You do not agree to be bound by these Terms or Our Privacy Policy, Your only recourse shall be to discontinue using or visiting Our Website and Sellbery. Each User acknowledges that this is a binding Agreement, and it governs use of Sellbery and the Information found on Our Website or the Services We make available through Our Website or other third parties and takes the place of any emails, texts or conversations between Us and You.
PLEASE READ THESE TERMS OF USE CAREFULLY. Use of the Website and any information or Services made available through the Website is limited to those individuals and entities who can form legally binding contracts under applicable law, and without limiting the foregoing, any information or Services made available through the Website is not to be accessed or used by minors.
We can give no assurance of reliability, accuracy, timeliness or truthfulness of User-Generated Content, Third-Party Content of comments or posts regarding the Blogs that appear on Our Website. We make no representations, warranties, or guarantees of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability of the Information made available through this Website and You agree to hold Us harmless from any claims or loss You may suffer as a result of Your use of the Information or Services made available through this Website. You agree that any reliance You place on the Information made available through this Website is solely at Your own risk.
In no event will We be liable for any loss or damage to You or any third parties including without limitation, indirect or consequential loss or damage, even if We are made aware of it or notified of it by You, or any loss or damage whatsoever arising from loss of data, money, assets, or profits arising out of, or in connection with, the use of Our Website or Our Services. Our Website and Services may not always be available or properly functioning and You agree to hold Us harmless from any loss of data, money, assets, or profits arising out of, or in connection with, the inability to use or access Our Website or Services.
In no event will We be liable for any loss or damage to You or any third parties including, but not limited to, any loss caused in whole or in part by any inaccuracies or incompleteness, delays, interruptions, errors or omissions, including, but not limited to, those arising from Our negligence or the negligence of any of Our service providers or sites we link to or contingencies beyond Our or any of Our service providers’ control in procuring, compiling, interpreting, computing, reporting, or delivering the Information or Services. We are not giving business advice, investment advice, tax advice, legal advice, or other professional advice by allowing You to use Our Website and Services.
Through this Website You are able to link to other sites which are not under Our control. We have no control over the nature, content, and availability of those third party sites. The inclusion of any links to those third party sites does not imply that We recommend or endorse the views expressed by them. We do not vouch for any of Our Users. We do not endorse any of the Users on Our Website and do not sanction statements that Users make on Our Website.
No Liability for User Interactions; Sellbery May Monitor Interactions. You agree that any liability, loss, or damage that occurs as a result of any User interactions, including, without limitation, blog posts, text messages, emails, and networking requests You may receive from others on Our Website are solely Your responsibility and You indemnify and hold Us harmless from any such claims, demands, lawsuits or losses. At Our discretion, We, or technology We employ, may monitor and/or record Your general interactions with Our Website.
1. Definitions
1.1 Agreement – means collectively, Terms and Privacy Policy which together for an agreement between You and Us.
1.2 “Content” refers to content featured or displayed on or through Our Website, including but not limited to text, documents, information, data, articles, opinions, images, photographs, graphics, software, applications, video recordings, audio recordings, sounds, designs, features, and other materials that are made available on the Website either by Us or by You. Content includes, without limitation, User-Generated Content, and Third-Party Content which may be submitted by any User or others outside of Our Website that are not Users.
1.3 Information – any Content, software, data, pricing, ratings, products, Services, charts, analysis, comparisons, figures, advertising tips, marketing information, business advice, or graphics made available through this Website.
1.4 Website – the website operated by SELLBERY INC available at https://sellbery.com.
1.5 The term “Service” or “Services” refers to the services provided by Us, including without limitation access to Our Website, Sellbery, communication tools to post comments, and Information.
1.6 User/You/Your – any person using Sellbery or accessing the Website.
1.7 User-Generated Content – Any Content that You create, written or otherwise, while using Our Website or Sellbery.
1.8 Third-Party Content – any Content which may be submitted by any User or others outside of Our Website that are not Users.
1.9 We/Us/Our/Sellbery – means Sellbery Inc.
1.10 Setup – processes of synchronization of chosen product webpage on your website/merchant account with your account on a separate website.
1.11 Product – means an item listed on your marketplace account web page, that can be synchronised through Sellbery.
2. General
2.1. Sellbery is an application that allows you to synchronize the process of Product upload, order and shipment, and refund between your web marketplace accounts and online shops.
2.2. Before using Sellbery, you have to create a personal account by following the steps required and entering the required information. Upon registration, you will receive a free subscription to Sellbery with a limitation of the number of Products that can be synchronized. You can increase the number of Products by purchasing a paid monthly or annual subscription.
2.3. The account may also be created through third-party services as part of the Website functionality. You may link the account with third-party services (including but not limited to Facebook or Google), by allowing and granting us the right to access your third-party account pursuant to applicable third party terms and policies. By granting us access through third-party services, you accept and understand that we shall be entitled to access and store certain information regarding you (more information in our Privacy Policy).
3. Acceptable Use
3.1. Any user who is registering an account with Sellbery shall: (1) comply with these Terms of Service while using Our Website and Sellbery; (2) immediately inform Us of any illegal or unauthorized activity or a security breach (including any loss, theft, or unauthorized disclosure or use of a username, password); (3) be responsible for all activities that occur under such User’s account; (4) provide information which is accurate, relevant and up-to-date; (5) provide all equipment, software, and information necessary to use Sellbery; (6) be solely responsible for any fees, including Internet connection, incurred while using Sellbery.
3.2. User’s agree they shall not: (1) upload to Sellbery any content or file that contains or redirects to a virus, worm, Trojan horse, or other harmful technology or component that unlawfully accesses alternatively, downloads content or information stored within the Service or on the hardware of Sellbery Inc, our affiliates, or any third party; (2) decompile, interfere with, hack, reverse engineer, disassemble, modify, copy, or disrupt the functionality, integrity, features, or performance of the Sellbery; (3) access the Sellbery with intent and/or in order to create a comparable or similar application or software or copy any features, graphics, ideas, images, videos, intellectual property or functions of the Sellbery; (4) create accounts by any means other than Website interface (scraping, creating accounts in bulk); upload to Sellbery any content or file that infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party.
3.3. We retain the right to suspend or cancel the account of any User, accused of breaching of rules as mentioned in this Terms of Service. In such circumstances, We reserve the right to cancel the User account without a refund. We also reserve the right to suspend or cancel the account of any User for any reason or no reason.
3.4 User Responsibilities. You, and You alone, are responsible for Your account and anything that happens while You are signed in to or using Your Sellbery account. Your security is Your responsibility.
a. User Account Security. If You register as a User, You will create a personalized account which includes a unique username and a password to access Our Website and to receive messages from Us and Our Users. You are responsible for maintaining the security of Your account, and You are fully responsible for all activities that occur under the account and any other actions taken in connection with the account. You agree to notify Us immediately of any unauthorized use of Your account, or any other breaches of security. We will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of Your computer, mobile device, or other computing device and/or account.
b. We do not select or endorse any individual or business User nor any Content they may post anywhere on Our Website. Sellbery does not make any warranty, guarantee, or representation as to the authenticity, ability, competence, quality, finances, or qualifications of any User. Sellbery strongly advises and encourages Users to research, conduct their own due diligence, and do a background check on any User before accepting their advice or services, products, entering into any type of partnership, business, or other relationship, or offering them employment, consulting fees, performance based fees, or equity.
c. No Reliance on User-Generated Content. Sellbery Content or User-Generated Content posted on the Website, such as blog posts or forums, is provided for informational and research purposes only, with no assurance that the Content is true, correct, or accurate. Content on Our Website is not a substitute for professional business, financial, or legal advice nor is it a solicitation to offer business, financial, or legal advice regarding specific facts. You should not delay or forego seeking independent advice regarding Your particular situation. Delay in seeking such financial or legal advice could result in waiver of any claims You may have, depending on the applicable statute(s) of limitation. The Content on Our Website, regardless of its source, is not regulated or overseen by any governmental or regulatory authority or agency.
d. We Do Not Guarantee Results. From time to time, Users may submit reviews of other Users; these reviews do not constitute a guarantee, warranty, or prediction regarding the outcome of any future matter. You agree that We shall have no responsibility or liability of any kind for any the Content or advice You encounter on or through the Website, and any use or reliance on the Content or business or financial advice is solely at Your own risk. Whether it is User-Generated Content, Third-Party Content, or Content We post on Our Website, You understand and agree that it is for informational purposes only and not to be relied upon until you conduct Your own research and due diligence.
e. Compliance with Laws. You represent, warrant, and agree that: (i) You have the authority to, and are of legal age in Your jurisdiction to, bind Yourself to this Agreement; (ii) Your use of Our Website will be solely for purposes that are permitted by this Agreement; (iii) Your use of the Service will not infringe or misappropriate the intellectual property rights of any third party; and (iv) Your use of the Service will comply with all local, state and federal laws, rules, and regulations, and with all other Sellbery policies.
3.5 User-Generated Content. You own Your Content, but You allow Us certain rights to it, so that We can display and share the Content You post. We have the right to remove Content in Our sole discretion for any reason or no reason.
a. Responsibility for User-Generated Content. You may create Content, written or otherwise, while using the Service (“User-Generated Content”). You are solely responsible for the Content of, and any harm resulting from, any User-Generated Content that You post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. Any liability, loss or damage that occurs as a result of the use of any User-Generated Content that You make available or access through Your use of the Service is solely Your responsibility. We are not responsible for any public display or misuse of Your User-Generated Content, and We do not verify, research, or verify the truthfulness or accuracy of any Content on Our Website, which You agree You will separately verify or confirm from outside sources deemed reliable or Your own professional legal, business, or financial advisors without relying on any Content, advertising or marketing that appears on Our Website.
b. Right to Post. You represent and warrant that You have the right to post all Content You submit. Specifically, You warrant that You have fully complied with any third party licenses, sublicenses, or permissions relating to such Content and have taken all steps necessary to post, display or pass through such Content on Our Website.
c. Sellbery May Modify or Remove Content. We have the right (though not the obligation) to, in Our sole discretion, determine whether or not any User-Generated Content is appropriate and complies with these Terms, or refuse or remove any User-Generated Content that, in Our reasonable opinion, violates any Sellbery policy or is in any way harmful, inappropriate, or objectionable. Sellbery further reserves the right to make formatting and edits and change the manner any User-Generated Content is displayed on Our Website.
d. Ownership of User-Generated Content. Except for Content that originates from Us, We do not claim ownership of any Content that is transmitted, stored, or processed in Your account. You retain all ownership of the User-Generated Content You post.
e. License Grant. Solely to allow Sellbery to use Content You upload to Our Website reasonably without violating any rights You have in it, You grant Us the following rights: by posting any Content via Our Website, You expressly grant Sellbery and Our successors and assigns a worldwide, sublicensable, fully-paid and royalty-free, and non-exclusive license to use, reproduce, display, modify, adapt, revise, distribute, and perform the Content in connection with Our business purpose without restriction. This license also grants Sellbery the right to sell User-Generated Content or otherwise distribute it outside of Our Website and regardless of the use We make of such Content, Users will not be entitled to any royalties, profits, or revenues of any kind.
f. You agree that Our rights to the Content You generate or post, which rights are set forth in this Section and elsewhere in this Agreement, apply even after We or You terminate this Agreement.
3.6 Third Party Content. There may be Content from third parties on Our Website, such as articles, blog posts, or forum posts written by other Users or links to other websites. Because We cannot control that Content, We are not responsible for that Content or for the websites that Content may link to.
a. Access To Third Party Content. By using Our Website, You will be able to access Content belonging to or originating from third parties (“Third-Party Content”). Your use of Our Website is consent for Sellbery to present this Third-Party Content to You. You acknowledge all responsibility for, and assume all risk for, Your use of Third-Party Content.
b. No Responsibility For Third-Party Content. As part of the Services We may provide You with convenient links to third party website(s) as well as other forms of Third-Party Content. We are not responsible for any public display or misuse of Third-Party Content and We do not verify, research, or verify the truthfulness or accuracy of any Third-Party Content, which You agree You will separately verify or confirm from outside sources deemed reliable or Your own professional legal, business, or financial advisors without relying on any Third-Party Content, advertising or marketing that appears on Our Website. We have no control over third-party websites or content or the promotions, materials, information, goods, or services available on them. By linking to such content, We do not represent or imply that We adopt or endorse, nor are We responsible for, the accuracy or reliability of any opinion, advice, or statement made by parties other than Sellbery. We are not responsible for any Third-Party Content accessed through Our Website. If You decide to leave the Website and access Third-Party Content, You do so at Your own risk and You should be aware that Our terms and policies do not govern Your use of those third-party websites. You should review the applicable terms and policies, including privacy and data gathering practices, of any such Third-Party Content.
c. No Authorization To Use Third-Party Content. This Agreement does not authorize You to distribute, publicly display, publicly perform, make available, alter, or otherwise use any Third-Party Content except as permitted by those third-party websites You are visiting.
4. Subscription
4.1. Each prepaid subscription plan includes the available number of Products and is due monthly starting from the day of processing of the first fee payment. Unless otherwise specified on the subscription plans description webpage, the subscription renews automatically at the end of the billing term with automatic charging to Your account. If You would like to discontinue automatic renewal, You have to turn off automatic billing or cancel the subscription.
4.2. All fees are in U.S. Dollar (USD), excluding TAX. TAX and other applicable taxes will be applied during the purchase. Please note that You are solely responsible for paying Your own taxes applicable to Your use of Sellbery and other Services available through Our Website.
4.3. We reserve the right to change Our pricing at any time. Any changes to the pricing are not retrospective and shall not apply to the purchases made. We agree to give You thirty (30) calendar day advance notice prior to the date We change Our pricing, and since We are giving You advance notice, You will be entitled to cancel, otherwise You agree to the changes and will not be entitled to a refund.
4.4. You may change Your subscription plan at any time. When You purchase a subscription plan with an enhanced number of Products, the change shall be immediate. If You change Your subscription to a subscription plan with fewer Products the change becomes effective at the beginning of the next billing term.
4.5. You may cancel the subscription plan at any time. We do not offer any refund for the subscription fees in case You want to cancel Your plan. If You are a Sellbery customer, You have the right to withdraw and terminate your account prior to the expiration of the free seven (7) days trial period without giving any reason. The withdrawal period will expire after the free seven (7) days trial period and you will not be entitled to any refunds after that. To exercise the right of withdrawal, You must inform us of Your decision to withdraw from the sale contract by an unequivocal statement (e.g., a letter sent by email).
4.6 Subscribers can choose the plan that fits their needs. The plans are as follows:
20 orders at the rate of 30 cents per order
50 orders at the rate of 24 cents per order
100 orders at the rate of 20 cents per order
If you reach a plan limit you will be notified to purchase additional orders through Sellbery. If you do not purchase additional orders it may interfere with the processing of your orders.
5. Setup Policy
5.1. After Setup is held, synchronized Products shall be added and updated regularly; orders, shipments, and returns shall be synchronized and shown at the Website admin panel.
5.2. Each synchronization of Your web merchant account with a different web merchant account and each new Product added requires separate Setup.
5.3. Upon purchase of the annual subscription, You shall receive a free Setup service as described in the subscription plan purchased. Such service shall be provided upon request.
5.4. Doing Setup on Your own is free of charge. If You will request a Setup service You shall be charged as described in Our pricing, unless the Setup is a part of the subscription plan You purchased.
5.5. Setup may be unsuccessful if there are issues with third party platforms You have an account with. In such a case, payments are not refundable and it is up to You to resolve those issues with Your third party platform provider.
5.6 User shall provide Sellbery with the name and contact information of one or more individuals (each, an “Account Manager”) who shall have primary responsibility for account management with Sellbery. Among other things, the Account Manager shall be responsible for maintaining prompt communication with Sellbery and responding to all emails or other inquiries in a timely manner. Sellbery shall not be responsible for, and the User shall not hold Sellbery responsible for any delays caused by the lack of timely communication of its Account Manager. User may change its designated Account Manager upon written notice to Sellbery. You also acknowledge that Your account can become managed by a representative of the entity that owns or controls the email address domain with which Your account was created or registered and We will not be responsible for any instructions or changes made or communicated to Us through such email addresses. User is solely liable and responsible for understanding the settings, privileges and controls for the Services provided by Sellbery and for controlling whom the User permits to become an Account Manager and what settings and privileges it grants the Account Manager.
6. Additional Services
6.1. The following additional Services can be performed by Sellbery to ensure a seamless and effective multichannel sales process:
6.1.1. Seller’s Accounts Management; If requested by User, Sellbery will provide account management services which will be priced after a full review of the User’s needs. For instance, we charge a $199 fee for account set up service per channel.
6.2. Upon requesting additional Services, We shall provide You with pricing, list of information required and approximate terms of performance.
6.3. Upon purchasing of additional Services, You shall at no cost to Us, provide safe and timely access to Your account, information, tools (including licenses) or materials that We may reasonably require to perform the additional Services. We shall not be liable for any delay or defect resulting from Your acts or omissions.
6.4. If additional Services are provided with defects, We shall correct any such defects upon notification from You.
7. Payments
7.1. All payments you made are handled by Stripe, operated by Stripe Inc having a place of business at 185 Berry St #550, San Francisco, CA 94107, USA (https://stripe.com). Stripe may collect payment information from you, which will allow it to make the payments requested by you. Please note that we neither store nor process Your credit card information. Stripe handles all the steps in the payment process on its website, including data collection and data processing which are done on Stripe’s servers, not Ours. We make no guarantee as to the reliability or security of the Stripe system or its servers and You hold Us harmless and indemnify Us from all claims related to the breach of security, loss of data, or hacks that may occur through the use of Stripe to process payments.
7.2. Your account will be automatically charged 24 hours prior to the end of the current subscription term. If you wish to turn off further subscription auto-renewal, you should do it at least forty-eight (48) hours before the end of the current period.
7.3. The subscription fee is paid in exchange for access to Sellbery features according to the subscription plan chosen.
7.4. The paid subscription fee is not refundable unless otherwise specified by these Terms.
7.5. When the subscription period ends and the subscription fee is not paid due to insufficiency or expiration of Your credit card, Your subscription shall be suspended.
7.6. All services outside subscriptions are prepaid and chargeable beyond the price of the subscription. The Setup fee is charged on a fixed price basis according to the price list.
8. Availability of the Services
8.1. We may, at Our own discretion, limit the number of Services available through the Website or refuse to provide the Services without giving a reason. We may especially refuse to accept Your order if: (1) the billing information You provided is incorrect or invalid, or We are otherwise unable to process the payment; (2) We suspect that order is fraudulent, or placed due to fraudulent activity; (3) Your order is placed pursuant to a previous credit card dispute.
9. Third-Party Service Access
9.1. For the purpose of providing Services to You, Sellbery shall receive access to Your third-party accounts, to which You shall provide credentials during setup. Due to this, You grant Us a limited, non-exclusive, non-transferable, non-sublicensable worldwide royalty free license to access and use Your third party account, Content and Information on your items listings, orders, deliveries and refunds available through such third party service solely for the purpose of fulfillment of these Terms.
10. Copyright Infringement and DMCA Policy
10.1 If You believe that any Content located on Our Website or linked to a third-party website by Us violates Your copyright, please notify Sellbery in accordance with Our Digital Millennium Copyright Act Policy.
a. Termination of Repeat Infringer Accounts. Sellbery respects the intellectual property rights of others and requests the same of Users. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, We will terminate a User’s access to and use of the Website if the User is considered by Us a repeat infringer of the copyrights or other intellectual property rights of Sellbery or others. We may terminate access of Users who We believe repeatedly provide or post protected Third-Party Content without appropriate rights and permissions.
b. DMCA Take-Down Notices. If You are a copyright owner or an agent of a copyright owner and believe, in good faith, that any materials provided on Our Website infringe upon Your copyrights, You may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C 512) (“DMCA”) by sending a properly formatted take-down notice in writing to Sellbery’s designated copyright agent Andrii Zatserklianyi azatserklaniy@sellbery.com.
c. Response To DMCA Take-Down Notices. If Sellbery takes action in response to an infringement notice, it will make a good faith attempt to contact the party that made such content available by means of the most recent email address, if any, provided by that party to Sellbery. Any DMCA infringement notice may be forwarded to the party that made the content available or to third parties such as https://lumendatabase.org/.
d. Counter-Notices. If You believe that Your User-Generated Content that has been removed from the Website is not infringing, or that You have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the Content You submitted to the Website, You may send a properly formatted counter-notice to Sellbery’s copyright agent using the contact information set forth above.
e. Response to DMCA Counter-Notices. If a counter-notice is received by Sellbery’s copyright agent, Sellbery may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content will be reinstated on the Website in 10 to 14 business days after receipt of the counter-notice.
11. Intellectual Property Right
11.1. All rights, copyrights, patents, trade secrets, trade dress, trademarks, know-how, technical information, inventions, discoveries, improvements, ideas, concepts, discoveries, texts, images and other proprietary rights, and any derivative works thereof (including improvements) embodied in the Sellbery belong solely and exclusively to Us. This Agreement does not transfer from Us to You any Sellbery or third-party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Us. We reserve all rights that are not expressly granted to You under this Agreement.
11.2 “Sellbery” is Our trademark and may not be used, copied, downloaded, reproduced, modified, distributed in any way, or imitated, in whole or in part, without Our express prior written approval. Nothing in these Terms grant You the right to use Our name or trademarks.
11.3. Any comments or materials sent to Sellbery or posted on Our Website, including feedback data, such as questions, comments, suggestions, or the like regarding the content of any such documents (collectively “Feedback”), shall be deemed to be the intellectual property of Sellbery. Sellbery’s use of the Feedback will be in compliance with Our Privacy Policy, which is set forth on the Website, and applicable laws. Sellbery shall have no additional obligations with respect to such Feedback and shall be free to reproduce, use, disclose, exhibit, display, transform, create derivative works, and distribute the Feedback to others without limitation. Further, Sellbery shall be free to use any descriptions, testimonials, recommendations, criticism, ideas, concepts, know-how or techniques contained in such Feedback for any purpose whatsoever, including but not limited to improving Our Service, and developing, creating, and marketing products and services incorporating such Feedback.
11.4. Subject to Your compliance with these Terms and upon registering with Sellbery, We grant You a limited, non-exclusive, non-transferable, non-sublicensable license to use Sellbery, its features, and Service according to Your subscription plan.
11.5. For the purpose of fulfillment of Our obligations described herein, You hereby grant Us worldwide non-exclusive, non-perpetual, non-transferable, non-sublicensable royalty free license to use and process the Content of Your accounts synchronized through Sellbery.
12. Representations and Warranties
12.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SELLBERY APPLICATION, SETUP, AND ADDITIONAL SERVICES ARE PROVIDED “AS IS”. WE DO NOT PROVIDE ANY WARRANTIES OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OR GUARANTEES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY THAT SELLBERY, WEBSITE CONTENT, WEBSITE INFORMATION, SETUP OR ADDITIONAL SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR FREE OF DEFECTS, ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SELLBERY, SETUP AND ADDITIONAL SERVICES OR OF NON-INFRINGEMENT, IN EACH CASE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12.2. You represent and warrant that You are entitled to (a) disclose Your third party account login information to Us; and (b) grant Us access to Your third party account, without breach of the terms and conditions that govern the use of respective third party service.
13. Indemnity
13.1. You will indemnify and hold Us, Our employees, contractors and affiliates, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with Your (1) access to or use of the Website and Sellbery; (2) Content which you provide to Us while using Sellbery; (3) Your violation of these Terms; and (4) Your relationships with third party services, to which You grant Us access.
14. Limitation of Liability
14.1. You agree that, to the maximum extent permitted by applicable law, Your sole and exclusive remedy for any problems or dissatisfaction with Sellbery is to stop using Our Website and Sellbery.
14.2. To the maximum extent permitted by applicable law, Sellbery Inc., its employees, officers, shareholders, directors, agents, subsidiaries, affiliates, successors, suppliers, assigns or licensors shall not be liable for any indirect, special, incidental, punitive, exemplary or consequential damages or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, good-will, or other intangible losses, arising out of Your access or use or inability to access or use Our Website, Services, or Sellbery, even if You have advised Us of the possibility of those damages and even if a remedy fails of its essential purpose. This condition shall not limit our liability for death or personal injury caused by our gross negligence, fraud, or willful misconduct.
14.3. In no event, shall Our aggregate liability exceed the amount You paid to Us during the one year prior to the incident or $300, whichever is higher.
15. Force Majeurey
15.1. “Force Majeure” means unforeseeable circumstances acts, events or occurrences that prevent us from providing Sellbery or Our Services You, including but not limited to terrorism, strikes, riots or civil commotion, war, flood, act of God, accident, fire, storm, interruption of power supply, electronic, communication equipment or supplier failure, civil unrest, statutory provisions, lockouts or third party service issues, and errors.
15.2. We shall have a right to, at Our own reasonable discretion, determine the existence of Force Majeure event and take reasonable steps to inform You about it.
15.3. In the event of a Force Majeure event, We may without prior written notice and at any time: (a) suspend or modify any or all terms of the Terms or Privacy Policy to the extent that the Force Majeure event makes it impractical or impossible for Us to comply with them; or (b) take or omit to take all such actions as We consider to be reasonably appropriate in the circumstances with regard to Us, You and other Users.
15.4. In the event of a Force Majeure event, We shall not be liable to You in respect of any consequential, nonfinancial, direct or indirect damages.
16. Term and Termination
16.1. If any part of these Terms is found to be invalid, illegal or unenforceable, it will not affect the validity or enforceability of the remaining text of these Terms.
16.2. The section titles in the Terms are for convenience only and have no legal or contractual effect.
16.3. Any failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
16.4. Nothing contained in these Terms will be construed to create an employment relationship, partnership, principal and agent, or any other fiduciary relationship.
16.5. These Terms may be made available in multiple languages, however, the English version shall prevail, and will be considered as the authentic and official version.
16.6. These Terms shall be governed by and construed in accordance with the laws of Delaware, without regard to its conflict of law provisions, as applied to agreements entered into and to be performed in Delaware by Delaware residents.
16.7. You agree that any actions, disputes, causes of action or claims between Us and You shall be settled through negotiations. If a settlement of the dispute or claim cannot be reached in negotiations You agree and hereby submit to the exclusive jurisdiction of the state and federal courts of Delaware.
16.8. Please note that contractual disputes between Sellbery Users and their customers based in Europe can be resolved out-of-court through the Online Dispute Resolution (ODR) platform developed by the European Commission. The ODR platform is available in 23 languages at https://ec.europa.eu/consumers/odr.
16.9. We always look forward to Your opinion, so if You have any questions, suggestions, or comments, You can address them to online@sellbery.com.
Our other contact details are:
Address: Sellbery Inc., 221 N. Broad St., Suite 3A, Middletown, DE 19709
