Terms and Conditions of Sale for MadeClose Merchants
Effective Date: July 1, 2014
MadeClose's products and services are provided by Made Close LLC. These Terms and Conditions of Sale ("Merchant Agreement") govern your access to, and use of, MadeClose's website, products, and services ("Products") for the sale of items (“Merchandise”) directly through the Site or Applications. This Merchant Agreement is between you, the merchant, together with any company, affiliate or other business entity you are representing (collectively, the “Seller”, “you” or “your”) and Made Close LLC.
Made Close LLC ("Made Close", "MadeClose", "our", "us" or "we") provides the services offered by MadeClose (the "Services") through our website, accessible at www.madeclose.com (the "Site"), and our applications for mobile devices (the "Applications").
Any Seller who wants to access the Site or Applications for use of the Services to sell Merchandise must accept the terms and conditions of this Merchant Agreement without change. By registering for and using the services, you agree to be bound by all terms and conditions of this merchant agreement, and all policies and guidelines of the site that are incorporated by reference. MadeClose reserves the right to change any of the terms and conditions contained in this Merchant Agreement or any policies or guidelines governing the Site, Applications or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. Your continued use of this site and the services following MadeClose’s posting of any changes will constitute your acceptance of such changes or modifications. If you do not agree to any changes to this merchant agreement, do not continue to use the services, the site or applications.
Use of the Site, Applications and Services is limited to parties that lawfully can enter into and form contracts under applicable law. To register, you must provide your real name, address, phone number, e-mail address, tax identification number and valid banking information. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered and that you are registering for the Services within such country; and (b) you have all requisite right, power and authority to enter into this Merchant Agreement and perform your obligations hereunder. If for any reason, MadeClose, in its discretion, believes such information to be incorrect, it reserves the right, without provision of any notice to the Seller, to suspend or revoke any and all licenses under this Seller Agreement or to refuse to provide the Services of the Site to the Seller under this Seller Agreement.
2. Sellers' Listing Fees and Payment Terms
All fees for use of the Site and Applications are listed as a percentage of final sale price unless stated otherwise and are incorporated herein by reference. All fees and payment terms may vary in the future. The fee and payment terms in effect on the date of sale of the Merchandise shall govern the transaction. You should check the fees and terms each time you participate. All fees are deducted from the final transfer of funds to the Seller. By listing an item for sale on the Site, you authorize MadeClose to deduct any fees from amounts due.
3. Applicable Policies and Guidelines
4. MadeClose’s Role
MadeClose provides a platform for Sellers and buyers ("Buyers") to complete transactions. MadeClose is not involved in the actual transaction between Sellers and Buyers and is not the agent of Sellers except for the limited purpose of processing payments and has no agency authority for any other purpose, and MadeClose is not the agent of Buyers for any purpose. As a Seller, you may list any item on the Site unless it is a prohibited item as defined in the Site’s Terms of Service, this Merchant Agreement or otherwise prohibited by law. Without limitation, you may not list any item or link or post any related material that (a) infringes any third-party intellectual property rights (including copyright, trademark, patent, and trade secrets) or other proprietary rights (including rights of publicity or privacy); (b) constitutes libel or slander or is otherwise defamatory; or (c) is counterfeited, illegal, stolen, or fraudulent. It is up to the Seller to accurately describe the item for sale. As a Seller, you use the Site and the Services at your own risk.
As the Seller, you acknowledge that, by only providing you with the ability to publish, sell and distribute your own or third party products, services or content, the Services act only as passive conduits for the distribution and/or publishing of such products. MadeClose has no obligation to you or any third party, and undertakes no responsibility, to review your sale, the products listed therein or any other content to determine whether any such product, service or content may incur liability to third parties. Notwithstanding anything to the contrary herein, if MadeClose believes in its discretion that your sale or any products, services, content or other materials in the listing or on MadeClose’s servers may create liability for MadeClose or harm other users of the Services, then you agree that MadeClose may take any actions with respect to the content or materials or listing that MadeClose believes are prudent or necessary to minimize or eliminate our potential liability or to protect other users of our Services.
5. Merchant Responsibilities
MadeClose is solely responsible for creating, managing, editing, reviewing, deleting and otherwise controlling the content of the sale posted to the Site, including all descriptions of Merchandise, with the exception of disclosure and warnings of product materials that are required to be disclosed by any applicable domestic and international laws, statutes, ordinances and/or regulations where the Merchandise is offered for sale, which is the sole responsibility of the Seller. If you have reason to believe that your sale is in violation of any law or the rights of any third party, you will promptly send notices to us using the functionality for contacting MadeClose as provided on the Site. Notwithstanding anything contained in the foregoing, if you breach any of the terms of this Merchant Agreement, MadeClose is entitled to suspend or terminate your sale(s) and/or any access to information or data related to your merchant account.
6. Service License
Seller acknowledges and agrees that, as between you and MadeClose, all Services and Applications provided by MadeClose, and all worldwide intellectual property rights therein, are the exclusive property of MadeClose. All rights not expressly granted to you in this Agreement are reserved by MadeClose.
Seller acknowledges that the Services and Applications and their structure, organization, and source code constitute valuable intellectual property of MadeClose. Accordingly, you will not, either directly or through a third party, (a) modify, adapt, alter, translate, or create derivative works from the Site, Applications or Services; or (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Site, Applications or Services.
7. Merchant Registration
In order to sell merchandise on the site, you must register your merchant information on the site. You must provide us true and accurate information when registering and must maintain and update that information as applicable. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information (including any updated information), to obtain credit reports about Seller in order to approve Seller for use of the Site and to obtain an initial credit authorization from Seller's bank account at time of registration.
a. MadeClose and any third party agents designed by MadeClose facilitate the purchase of Merchandise listed on the Site. A Buyer's authorized credit card or other form of payment ("Payment Transaction") is credited to a registered Seller's account, and funds are periodically transferred to the Seller's designated account ("Seller's Account"). The Buyer may authorize a Payment Transaction with any major credit card accepted by MadeClose or a coupon code, referral credit or gift card(s) issued by MadeClose or any combination thereof. Receipt of Payment Transaction funds by us on a Seller's behalf will be deemed receipt of funds by Seller and will satisfy the obligations owed to Seller by the Buyer in the amount of the applicable Payment Transaction. Upon completion of a Payment Transaction a receipt indicating that payment has been made will be furnished to the Buyer. Our obligation to remit funds collected by us on your behalf will be limited to funds that we have actually received and that are not subject to chargeback or reversal. MadeClose and any third party agents designed by MadeClose help facilitate Payment Transactions and are not the purchaser of the Seller's goods. Seller will resolve any dispute directly with Buyer or with the assistance of MadeClose.
b. Payment Transactions can be credited only to accounts in the United States or any other country shown as supported by our standard functionality and enabled for your account (which functionality may be modified or discontinued by us at any time without notice). Sellers waive any rights with respect to payment when shipping to an address other than that provided by the Buyer.
c. The Site is generally available seven (7) days per week, twenty-four (24) hours per day, except for scheduled downtime due to system maintenance. We can initiate Payment Transaction credits to Seller's Account only on a Business Day when the automated clearinghouses are open for business. For purposes of this Merchant Agreement, a Business Day is a Monday through Friday, excluding United States federal banking holidays. We will inform you of each completed transaction using our standard procedures.
d. We will initiate a transfer to the Seller on a rolling basis for the total amount of Payment Transactions received from Buyer's authorized credit card transactions, less any refunds, adjustments, or other amounts paid to Buyers in connection with purchases as well as applicable Seller fees. In the event that the Buyer submits payment, or partial payment, to the Seller via MadeClose issued gift card, coupon code or user earned referral credit, MadeClose shall be responsible for transferring the value of such portion of the Buyer’s transaction to the Seller upon deposit of payment.
e. Transfers to the Seller's Account will generally be credited within 3 Business Days of the date we initiate the transfer.
f. As a security measure, we may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. We will not be liable to Seller: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us for a security reason, or (ii) if we permit a Buyer to withdraw from a transaction because the Site or Applications are unavailable following the commencement of a transaction.
g. If we reasonably conclude, based on information available to us, that Seller's actions and/or performance in connection with the Services may result in Buyer disputes, chargebacks or other claims, then we may, in our sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you in connection with the Services or this Merchant Agreement for the shorter of: (a) a period of 90 days following the initial date of suspension; or (b) completion of any investigation(s) regarding any Seller actions and/or performance in connection with this Merchant Agreement. We will not be liable to Seller if we act in accordance with the provisions of this Section.
h. All notices will be sent by e-mail or will be posted on the Site. We will send notices to Seller at the e-mail address maintained in MadeClose’s records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us. Seller will send notices to us using the functionality for contacting MadeClose as provided on the Site.
i. There is no fee for registering to sell on the Site or Applications. The fees for sales processed via the Site or Applications are deducted from any final payments transferred to Sellers. We may, in our sole discretion, waive, reduce, or reverse charges or fees for a specific transaction.
j. We may refuse service to anyone for any reason. We may earn interest or other compensation from the balances in our bank accounts that result from the timing difference between our being paid by Buyer and our bank account being debited to pay Payment Transaction credits to Seller. Seller will bear all risk of credit card fraud fraud (i.e., fraudulent purchase arising from the theft and unauthorized use of a third party's credit card information) or loss in connection with Payment Transactions. We will not bear the risk of credit card fraud in connection with any of Seller's products that are not fulfilled strictly in accordance with the order information and shipping information that we provide you. We reserve the right to seek reimbursement from Seller if we, in our sole discretion, decide to reimburse Buyer, provide a refund to Buyer if Seller cannot promptly deliver the goods, discover erroneous or duplicate transactions, or receive a chargeback from Buyer's credit card issuer for the amount of Buyer's purchase from Seller. We may obtain reimbursement of any amounts owed by Seller to MadeClose by deducting from future payments owed to Seller, reversing any credits to Seller's Account, or seeking such reimbursement from Seller by any other lawful means. You authorize us to use any or all of the foregoing methods to seek reimbursement, including the debiting of your checking account.
k. Seller may terminate his or her participation in the Site or Applications at any time by informing us using the standard method then-currently provided by MadeClose for such termination, and we may terminate Seller's participation in the Site or Applications at any time without notice to Seller. Upon termination, Seller must pay us whatever fees were incurred prior to the effective date of the termination. Also upon termination, any pending transactions will be canceled.
l. We reserve the right, upon termination, to set off against any payments to be made to Seller, an amount determined by us to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with purchases from Seller's Account for a prospective three-month period. At the end of such three-month period following termination, we will disburse to Seller any amount not used to offset chargebacks, refunds, adjustments, or such other amounts paid to Buyers, or seek reimbursement from Seller via any of the means authorized in Section 5.j. above for any additional amount required to offset chargebacks, refunds, adjustments, or other amounts paid to Buyers, as applicable.
8. Reservation of Rights
MadeClose retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site, Application and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of your transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Merchant Agreement) that has been charged for an order that we stop or cancel.
9. Employee Participation
Employees of MadeClose and its affiliates are permitted to participate in their personal capacity in the transactions conducted through the Site and Applications (unless they have confidential information about a particular item). Employees of MadeClose and its affiliates, when participating in any transaction in their personal capacity, are subject to this Merchant Agreement and the same procedures and guidelines contained in MadeClose’s Terms of Service as any Buyer or Seller on this Site.
10. Seller Transactions
a. Fees and Pricing. For each purchase completed through the Site or Applications, MadeClose collects the amount paid by the Buyer, including the item price, shipping or other charges and any applicable taxes. We deduct, as a referral fee, at least twenty percent of the item price excluding shipping and any taxes collected through MadeClose or its tax collection services or agents. MadeClose shipping rates apply to all items sold.
b. Pricing. You may have items listed at any price you feel is fair. We recommend that the item price and total price of an item you list on the Site and Applications are at or below the item price and total price at which you offer and/or sell the item via any other online sales channel. The item price is the amount payable by a Buyer, excluding shipping and handling, as it appears when you list an item.
c. Total Price. The total price is the amount payable by a Buyer as well as all terms of offer/sale. This includes discounts, rebates, coupon codes, or special sales/promotions you offer/make with respect to purchases.
d. Sale Price. The Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms. By listing an item on the Site and Applications, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
e. Order Fulfillment. The Seller is solely responsible for processing and fulfilling customer orders generated through the Seller’s listing. You agree that MadeClose has no obligation to back-up any data related to your listing and you should independently take appropriate steps to maintain such data in accordance with your needs and requirements. Orders placed for multiple products from a single merchant that have different lead times will be held until all products are available and fulfilled together in one shipment.
f. Other Responsibilities and Penalties. The Seller is solely responsible for confirming receipt of an order to MadeClose by replying to the order email. The Seller is also responsible for shipping all orders within 48 hours (excluding any necessary and previously noted lead times) and for notifying MadeClose of any delays to an order or the shipping of that order. MadeClose will notify a Seller of all late shipments and after the first occurance, which will not carry a penalty, all subsequent orders that are shipped late will incur a $15 penalty fee.
g. Other Services. MadeClose may make certain order fulfillment services, such as payment verification and processing, available through third party vendors (“Vendor(s)”), which may be pursuant to a separate agreement between you and the applicable Vendor. You understand and agree that MadeClose is not responsible for the availability or provision of such services or for such Vendor’s non-performance or breaches. MadeClose does not guarantee the availability, security or delivery of such services or that you will be eligible for any Vendor’s services. MadeClose will handle any customer inquiries, complaints, or disputes arising from orders or sales generated through your listing, or any other customer service issues.
11. Seller Obligation
By entering into this Merchant Agreement and posting a listing for sale, Seller agrees to complete the transaction as described by this Merchant Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
You covenant that any products, services, or content published and listed shall not violate MadeClose’s Terms of Service, as it may be amended from time to time, or any of the following:
a. Be false, inaccurate or misleading;
b. Be fraudulent or involve the sale of counterfeit, stolen or infringing items;
c. Infringe or misappropriate any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
d. Violate any law, statute, ordinance or regulation (including those governing privacy, publicity, export control, consumer protection, intellectual property, gambling, unfair competition, antidiscrimination, criminal activities or false advertising);
e. Be defamatory, libelous, offensive, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
f. Be obscene or contain adult items, nudity or child pornography;
g. Contain any viruses, Trojan horses, worms, time bombs, spiders, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
h. Involve the transmission of any unsolicited commercial or bulk email (known as "spamming") and you shall not use your account as a return address for unsolicited commercial mail originating elsewhere or participate in any activities related to so-called pyramid, ponzi schemes or the like;
i. Involve the collection, sale or transmission of, or attempt to collect personally identifiable information of any person or entity, except with the express written consent of that person or entity and of which consent you shall maintain a written record for a period of three (3) years after any termination of this Merchant Agreement;
j. Be harmful or potentially harmful to MadeClose’s Server structure as determined MadeClose’s discretion, including without limitation overloading the MadeClose’s technical infrastructure;
k. Create liability for MadeClose and its subcontractors or expose them to undue risk or otherwise engage in activities that MadeClose , in its sole discretion, determines to be harmful to MadeClose, its affiliates, operations, reputation, or goodwill; and
l. Link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation, or that violate this Merchant Agreement; and
Seller agrees not to publish, offer for sale, sell or otherwise distribute any of the following items on, through or connected with your sale:
a. Blood, bodily fluids or body parts;
b. Burglary tools;
c. Counterfeit items;
d. Illegal drugs and drug paraphernalia;
e. Fireworks, destructive devices and explosives;
f. Identity documents, government documents, personal financial records or personal information (in any form, including mailing lists);
g. Lottery tickets, sweepstakes entries or slot machines;
h. Obscene material or child pornography;
i. Offensive material or hate speech;
j. Police badges or uniforms;
k. Prescription drugs or devices;
l. Chemicals, other than perfumes and personal fragrances;
n. Recalled items;
o. Prohibited services;
p. Stocks or other securities;
q. Stolen property; or
r. Any product or service that is illegal or marketed or sold in such a way as to create liability for MadeClose.
You further agree not to publish, offer for sale, sell or otherwise distribute any of the following items, except as permitted by, and in full compliance with, all applicable federal, state, local and other laws:
a. Digital files that you do not own or have all necessary rights or license to store, display, perform, copy and distribute;
b. Event tickets;
c. Food items;
d. Tobacco products;
e. Alcoholic products;
f. Hazardous, restricted or perishable items;
h. Animals, animal products, plants and seeds;
i. Charitable services or goods and fundraising;
k. Currency and stamps;
l. Used items, such as clothing or, bedding and cosmetics;
m. Adult items or pornography;
n. Content or material that is infringing or otherwise violates the law, including: music; movies; e-books; games; videos; photographs and software; or
o. Weapons and other related items, including, without limitation, firearms, firearm parts and magazines, ammunition, BB and pellet guns, tear gas, stun guns, switchblade knives and martial arts weapons.
12. Seller Taxes
You agree that it is the Seller's responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that MAdeClose is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction, except to the extent MadeClose expressly agrees to collect taxes or other transaction-based charges in connection with a collection service made available by MadeClose and used by Seller. "Seller Taxes" means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site, or otherwise in connection with any action, inaction or omission of you or any of affiliate of yours, or any of your or their respective employees, agents, contractors or representatives.
13. Returns and Refunds
You will accept and process returns, refunds and adjustments in accordance with this Merchant Agreement and the MadeClose return policies published on the Site and Applications at the time of the applicable order, and we may inform customers that these policies apply to your products. MadeClose will determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid to Buyers in connection with purchases. We will provide any such payments to the Buyers (which may be in the same payment form originally used to purchase your product), and you will reimburse us for all amounts so paid. We may offset such payments against any amounts to be remitted or paid by MadeClose to Seller under this Agreement or seek reimbursement from Seller via any of the means authorized in Section 7.j. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable MadeClose return policies and as required by law, and in no case later than thirty (30) days after the obligation arises.
14. Illegal Activity
a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name, business entity, tax identification number or use an invalid or unauthorized bank account. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and MadeClose will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
b. Investigation. MadeClose has the right, but not the obligation, to monitor any activity and content associated with the Site and Applications and investigate as we deem appropriate. MadeClose also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site or Applications, including listings. MadeClose reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
c. Disclosure of Information. MadeClose also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties. In order to cooperate with governmental requests, to protect MadeClose’s systems and customers, or to ensure the integrity and operation of MadeClose’s business and systems, MadeClose may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
15. Privacy; Use of MadeClose Transaction Information.
b.Confidentiality. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order or Buyer information or other data or information acquired by you or your affiliates from MadeClose or its affiliates (or otherwise) as a result of this Merchant Agreement, the transactions contemplated hereby or the parties' performance hereunder, except you may disclose this information as necessary for you to perform your obligations under this Merchant Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you related to that information.
16. No Warranties
The site and the services are provided on an "as is" basis. MadeClose makes no other representations or warranties of any kind, express or implied, including without limitation:
a. the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
b. that the site or the services will meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
c. that you will sell any merchandise through the site or applications or that buyers will perform as promised;
d. any implied warranty arising from course of dealing or usage of trade; and
e. any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of MadeClose.
To the full extent permissible under applicable law, MadeCose disclaims any and all such warranties.
17. General Release
Because MadeClose is not involved in transactions between buyers and sellers or other participant or merchant dealings, if a dispute arises between one or more parties, you release MadeClose (and its agents and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
18. Indemnity/Limitation of Liability
a. Indemnity and Defense. You will defend, indemnify and hold harmless MadeClose and its affiliates (and their respective employees, directors, officers agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Merchant Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
b.Limitation of Liability. MadeClose will not be liable for any damages of any kind, including without limitation direct, indirect, incidental, punitive, and consequential damages, arising out of or in connection with this merchant agreement, the site, the services, the inability to use the services, or those resulting from any goods or services purchased or obtained or messages received or transactions entered into through the services.
19. Applicable Law
The laws of the state of New York govern this Merchant Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Any dispute with MadeClose or its affiliates relating in any way to these terms and conditions or your use of the Services in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $5,000 shall be adjudicated in any state or federal court in New York County, New York, and you consent to exclusive jurisdiction and venue in such courts.
You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Services, and your listing, sale and fulfillment of products through the Site or Applications.
Because MadeClose is not the agent of Seller except for the limited purpose of processing payments and is not the agent of Buyer for any purpose, MadeClose will not act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction. MadeClose urges Sellers and Buyers to cooperate with each other to resolve such disputes.
21. Your Grant
By entering into this Merchant Agreement and listing an item, you grant us a royalty-free, non-exclusive, worldwide, perpetual, right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to MadeClose, the Site, Applications and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online or mobile point of presence (other than the Site or Applications) through which the Site, Applications and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site, Applications or Services); provided further, however, that nothing in this Merchant Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to MadeClose, the Site, Applications and its affiliates, and that the use of such materials by MadeClose, the Site, Applications and its affiliates will not infringe upon or violate the rights of any third party. These rights shall cease to exist solely upon the receipt by MadeClose of a written request to remove such content by you and only after the receipt by MadeClose of a written request by you to no longer sell your products via MadeClose or its affiliates and your products and/or brand have been removed from our Site and any applicable Applications, and those of any of our affiliates.
MadeClose, in its sole discretion, may suspend or terminate this Merchant Agreement, your access to the Site, Applications or the Services, or any current sales immediately without notice for any reason.
23. Rights Upon Termination
In the event of expiration or termination for any reason, any rights granted under this Merchant Agreement shall automatically and immediately cease and you shall stop using the Site, Services and Applications. Termination shall not affect the rights of MadeClose to recover from You losses, damages, indemnity, defense costs, expert costs, collection costs and/or attorney’s fees or expert witnesses’ cost or other costs of any kind under this Merchant Agreement. The provisions of this Merchant Agreement that by their nature are ongoing, or as explicitly provided, will survive termination or expiration of this Merchant Agreement for any reason.
24. General Provisions
b. No Agency; Third-Party Beneficiary. You hereby appoint MadeClose or any third party selected by us as your payment processing agent for the limited purpose of receiving Payment Transaction funds on your behalf. Except as provided in the preceding sentence, MadeClose is not the agent, fiduciary, trustee, or other representative of you. Nothing expressed or mentioned in or implied from this Merchant Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Merchant Agreement. This Merchant Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of MadeClose, you, and relying Buyers or Sellers.
c. Severability. If any provision of this Merchant Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
d. No Waiver. MadeClose will not be considered to have waived any of our rights or remedies described in this Merchant Agreement unless the waiver is in writing and signed by us. No delay or omission by us in exercising our rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. MadeClose’s failure to enforce the strict performance of any provision of this Merchant Agreement will not constitute a waiver of MadeClose’s right to subsequently enforce such provision or any other provisions of this Merchant Agreement.
25. How to Contact MadeClose
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site, Applications and Services. If you have any questions, complaints or claims, please contact us at email@example.com.