Terms & Conditions
Introduction & Scope
This Agreement is effective on October 12, 2016, 2016 for current users and upon acceptance by new users. The Agreement is between you and Amooti LLC. Any user, who is found to be in violation of the following Agreement and any other policies posted on the Website may be banned, at the sole discretion of Amooti, from using the Website or any Services.
If you have any questions, please email us at firstname.lastname@example.org.
Changes to the Agreement and Additional Terms
We may change the Agreement from time to time, with or without notice to you and at our sole discretion, and your continued use of the Website or any Services constitutes acceptance of these changes. It is your responsibility to review this Agreement when using the Website or our Services.
1. Amooti is a Marketplace
Amooti is an online marketplace for African Inspired products. Anybody can sell, everybody can buy anything from Fashion, Beauty, Literature, Media and Home décor. Amooti has no control over the quality, safety, morality, or legality of any aspect of the items listed, the truth or accuracy of the listings, the ability of sellers to sell items, or the ability of buyers to pay for items. Except as stated in the Verified Sellers Program or certain services that may require an application or business verification, Amooti does not pre-screen users or the content or information provided by users. Amooti can help ensure that a buyer or seller will actually complete a transaction using the First Data processing system and the UPS shipping and tracking.
Legal ownership of items purchased on Amooti is transferred by the seller to the buyer after a sale is completed. Amooti does not transfer legal ownership of items from the seller to the buyer, except for items being sold from Amooti in-house accounts.
Amooti cannot guarantee the true identity, age, nationality, or other features disclosed in a user’s profile. Amooti encourages you to communicate directly with potential transaction partners through the tools available on the Website. You agree that Amooti is a marketplace and as such is not responsible or liable for any content, including but not limited to data, text, information, usernames, graphics, images, photographs, profiles, audio, video and items posted by you, other users, or outside parties on Amooti.
2. Membership Eligibility
Amooti may, in its sole discretion, refuse to offer access to or use of the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Our Services are only available to, and may only be used by, individuals who are 18 years and older, who can form legally binding contracts under applicable law. By using our Services, registering with our Website, or creating an account to use our Services, you represent and warrant that: (a) you are at least 18 years old, (b) all registration information you submit is accurate and truthful; and (c) if you are a legal or business entity, you are authorized to bind that entity to the Agreement.
Individuals under the age of 18 must at all times use our Services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, the adult is the user and is responsible for any and all activities of any minors.
You agree to comply with all local laws regarding acceptable content and online conduct. You are responsible for all applicable taxes. In addition, you must abide by our policies as stated in the Agreement and other policy documents available via hyperlink in this Agreement (as applicable to your activities on or use of the Services) as well as all other operating rules, policies, and procedures that may be published from time to time on our Website, each of which is incorporated herein by reference and each of which may be updated by Amooti from time to time without notice to you, except to the present Vendors. The present Vendors will always be notified of any changes concerning them.
In addition, some Services offered by Amooti may be subject to additional terms and conditions circulated by Amooti from time to time; your use of these Services is subject to those additional terms and conditions, which are incorporated into this Agreement by this reference.
Account Information and Password
You acknowledge and agree that you are fully responsible for all activity, liability, and damage resulting from your failure to securely maintain your Amooti account information and password. You acknowledge and agree that you will protect your account information and password, ensure this information is current and accurate, and bear full responsibility for any activities conducted through your account. You also acknowledge and agree that you will pay and comply with all applicable taxes and laws for any transactions using our Services.
Your account information, particularly your email address and password, authenticates your identity as an Amooti Member, and Amooti is entitled to act on any transaction instructions received from your account information, regardless of whether it is being used with authorization from you. You agree to notify Amooti of any unauthorized use of your password or any breach of security. You also agree that Amooti cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your user login and password information in combination to any other party other than Amooti without Amooti’s explicit written permission.
You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Amooti and withdraw funds from seller earnings, you must also provide and maintain valid payment information, such as valid credit card information or a valid PayPal account.
You may not transfer, sell, rent, assign, sublicense, or otherwise allow another party to access or use your Amooti account. You are responsible for all activity of the user account and user ID. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.
Right to Refuse Service
Our Services are not available to temporarily or indefinitely suspended Amooti users. Amooti reserves the right, in its sole discretion, to cancel unconfirmed or inactive accounts. Amooti reserves the right to refuse service to anyone, for any reason, at any time.
Joining and setting up a new account on the Website and Services is free. However, Amooti charges 10% sales commission of a completed transaction on the Website and Services. However, there is a 3% transaction processing fee that goes directly to the credit card companies. Amooti may change some or all of our Services, with a 14-day notice to the present vendors and effective upon the 14-day completion of the notification of such changes. Amooti also reserves the right to cancel any promotion, discount, coupon, or similar incentive before its originally stated expiration date. In the event Amooti introduces a new service, the fees for that service are effective at the launch of the service. Unless otherwise stated, all fees are quoted in US Dollars (USD).
You are responsible for paying all fees and applicable taxes associated with using our Website and our Services in a timely manner with a valid payment method.
Fees and Termination
If Amooti terminates a listing or your account, if you close your account, or if the payment of your Amooti fees cannot be completed for any reason, you remain obligated to pay Amooti for all unpaid fees plus any penalties, if applicable. If the seller's account is not paid in full and becomes past due, the seller risks penalties such as the suspension of privileges and/or termination of the account and other collection mechanisms (including retaining collection agencies and legal counsel or charging any payment method associated with your account). If you have a question or wish to dispute a charge, contact Amooti via email at email@example.com.
4. Listing and Selling
You may list and sell new products inspired by Africa. If your product has no suitable category, please contact us to create one for you. These products do not necessarily have to be made by or from Africa.
By listing an item for sale on the Website, you warrant and represent that (a) you and all aspects of the item comply with the Agreement; (b) you have the legal right to sell the item; (c) the description and depiction of the item, including any damage, is complete, truthful, and accurate; and (d) the item is listed in the appropriate category. Your listings may only include text descriptions, graphics, photos, images, and other content relevant to the sale of that item. All items must be listed in an appropriate category with relevant tags. Each unique item must have its own listing and description.
All sales are binding. The seller is responsible for accurately listing their items, and the buyer is responsible for reading the item description before making a purchase. The seller is obligated to ship the order to complete the transaction with the buyer in a prompt manner, unless there is an exceptional circumstance. The buyer is obligated to deliver the appropriate payment for items purchased by completing the transaction on the Amooti platform.
If you do not complete a sale or purchase, your account and all listings may be suspended and removed from the Website at Amooti’s sole discretion. You may request your account and listings be reinstated, which Amooti may do in its sole discretion.
The price stated in each item listing description must be an accurate representation of the sale. Sellers may not alter the item’s price after a sale for the purpose of avoiding Amooti transaction fees, misrepresent the item’s location, or use another user’s account without permission.
Offers to buy or sell outside of the Website are a potential fraud risk for both buyers and sellers and are not protected by the Amooti Agreement, or other buyer/seller protection programs. Additionally, these offers may be an attempt to avoid Amooti transaction fees. This is unfair to other sellers and violates the Agreement, and will result in account termination. You may not exchange personal information or engage in any other activities to transact with another in any manner to avoid any transaction fee or the Amooti Secure Checkout process. You may not manipulate the price of any item or fees owed to Amooti when using the Website or Services.
When you make a sale on Amooti, the seller will receive an Amooti shipping label with prepaid postage and pre-addressed to the buyer in order to mail the item sold to the buyer. Our chosen shipping provider is United Postal Service (UPS) to ship around the United States of America. Shipping labels are therefore generated by UPS. Amooti requires “Delivery with Signature Required” for any packages of items valued at $500 or more.
Upon completing a sale, sellers will have access to the buyer’s full physical address. As a seller, you are strictly prohibited from using this personal information for anything other than completing the sales.
Verified Sellers Program
In order to get paid for completed sales, sellers may be required to complete our Verified Seller Program in order to verify your identity and for Amooti to maintain a safe place to buy and sell. At any time, Amooti may require a seller to re-verify his or her identify. As part of our Verified Sellers Program, and as enforced by regulatory requirements relating to online payments, you will be required to provide your Social Security Number (SSN) or Employer Identification Number (EIN) or any other form of identification. This information is used for verification purposes only and will not be stored by Amooti.
Amooti's Resale of Returned Items
When you return an item purchased on the Website or using our Services, Amooti may relist and resell it for the Seller. Returns shall be mailed to Amooti headquarters after clear communication with the customer, who will receive a shipping label to mail back the item. It will then go through authentication process, which will determine whether it can be resold on the platform or sent back to the seller. The buyer will receive site credit for the item returned to Amooti. During special promotions, some items from Amooti's in-house accounts may be marked Final Sale or Non-returnable.
When purchasing an item, you agree that: (a) you are responsible for reading the full item listing before committing to purchase; (b) you enter into a legally binding contract with the seller to purchase his or her items when you commit to purchase the item; and (c) Amooti is not a party to the contract and does not transfer legal ownership of the item from seller to you (unless you have purchased an item from one of Amooti’s in-house accounts).
6. User Submitted Content
You may submit items (including images, artwork, text, graphics, logos, and similar items) in connection with the Website or Services (“User Submissions”).
You represent and warrant that the User Submission (a) is your own original work and you own all rights in the User Submission or that you have all rights in the User Submission necessary to grant the license to the User Submission contained in this Agreement; (b) will not violate any third party rights, including any third party intellectual property rights, privacy rights, moral rights, or other proprietary rights; (c) does not violate any law or regulation; and (d) does not contain any virus or other malicious software, including any software, which could interfere with the performance of the Website or collect user data from users of the Website.
Re-Posting User Submissions
By posting User Submissions on Amooti, it is possible for an outside website or a third party to re-post your User Submissions. You agree to hold Amooti harmless for any dispute concerning this use. If you choose to display your own Amooti-hosted image on another website, the image must provide a link back to its listing page on Amooti.
Ideas & Feedback
Amooti considers any unsolicited ideas, suggestions, proposals, feedback, or any other materials submitted to the Company via the Website or Services to be non-confidential and non-proprietary. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, business models or plans, or other information about the Website or Services (“Ideas & Feedback”) provided by you to Amooti are non-confidential. Any communication by you to Amooti is subject to this Agreement, and Amooti shall be entitled to the unrestricted use and dissemination of the Ideas & Feedback for any purpose without acknowledgment or compensation to you. Amooti shall not be liable for the disclosure or use of any Ideas & Feedback. You acknowledge and hereby grant to Amooti, under all of your rights in the Ideas & Feedback, a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sub licensable and transferable right and license to incorporate, use, publish, and exploit such Ideas & Feedback for any purpose Amooti chooses, commercial or otherwise, including but not limited to incorporating it in future products or new services, documentation, or any other method, without notice or compensation to you and without further recourse by you.
7. Prohibited and Restricted Items and Activities
You are solely responsible for your conduct and activities on the Website and interactions with Amooti or Amooti’s Services, and all User Submissions that you submit, post, and display on Website.
Without notice, Amooti reserves the right to remove, block access to, or otherwise make unavailable any User Submission or other content that is (a) in violation of the Agreement; (b) the subject of a court order or request from a governmental agency or law enforcement; or (c) otherwise unlawful, unethical, immoral, or improper for the Amooti community, as determined by Amooti in its sole discretion. Further, we may block users that repeatedly violate the Agreement or engage in other behavior necessitating a removal of a User Submission.
User Submissions and your use of Amooti shall not:
- be false, inaccurate, or misleading;
- misrepresent your identity or your affiliation with any other person or entity;
- be fraudulent or involve the sale of illegal, replica, or stolen items;
- infringe upon any third-party's rights, including any third party copyright, patent, trademark, trade secret or other proprietary or intellectual property rights, privacy rights, moral rights or other proprietary rights;
- list or sell any item that is illegal to sell under any applicable law, statute, ordinance, or regulation, including but not limited to counterfeit, replica, or stolen items; child pornography; obscene materials; drugs; trade secrets; or items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers and therefore subject to a recall;
- arrange to swap or trade items with other members on Amooti
- advertise or otherwise promote any goods or services other than User Submissions that are for viewing or for sale via the Website or Services;
- violate this Agreement, any site policy or community guidelines, or any applicable law, statute, ordinance, or regulation (including, but not limited to, those governing consumer protection, unfair competition, anti-discrimination, or false advertising);
- harass, annoy, stalk, harm, threaten, or otherwise engage in abusive behavior towards others, including contacting, advertising to, or soliciting any other user without prior explicit consent or using an automated system to send comments or messages to others;
- impersonate or intimidate any person (including Amooti team members or other users), or falsely state or otherwise misrepresent your affiliation with any person through the use of similar email address, nicknames, or creation of false account(s) or any other methods of deceit;
- Interfere with a seller’s business or online profile;
- Take any action that may undermine online reviews or feedback;
- access (or attempt to access) any portion of the Website or other personal information through any automated means (including use of scripts, scraping, or web crawlers) or violate any instructions set out in any robots.txt files present on the Website;
- obtain or attempt to obtain unauthorized access to computer systems, materials, or information, including attempting to obtain, use, or access any materials or information that is not intentionally made publicly available via the Website;
- send mass unsolicited messages, “flood” servers with requests, or perform similar actions;
- interfere with or disrupt the Services or Website or servers or networks connected to the same;
- manipulate, display, or access the Website or any materials or information found thereon using "framing," "deep linking." or similar techniques that bypass or circumnavigate the intended architecture and layout of the Website;
- contain or transmit any code or malicious software of a destructive nature, including any software that may collect user data or personal information from users of the Website or Services;
- upload, store, distribute, or disseminate electronic files that are corrupted or contain viruses, "trojans," "spyware," "adware," "malware," or any other malicious components, or take any measures, such as implementing "denial of service" attacks, "email bombs," or other techniques that impose an unreasonable or disproportionately large burden on the Website or any other Amooti system or network, or that are otherwise connected to or interface such systems or networks;
- appear to create liability for Amooti or cause Amooti to lose (in whole or in part) the services of Amooti’s internet service provider or other vendors;
- Link directly or indirectly, or reference or contain descriptions of goods or services that are prohibited under this Agreement and any other policy documents posted on Amooti; or
- copy, modify, create a derivative work of, reverse engineer, reverse assemble, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Service.
In the event of a replica or misrepresented listing, Amooti will pull funds from the seller if the seller has already cashed out the Amooti site credit. Furthermore, you may not list any item on Amooti (or consummate any transaction that was initiated using our Services) that by paying to Amooti could cause Amooti to violate any applicable law, statute, ordinance, regulation, or that violates this Agreement.
8. Information Control
Amooti does not control the User Submissions provided by users that are made available on the Website and Services. You may find some User Submissions to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretense.
By using the Website and Services, you agree to accept such risks and that Amooti (and Amooti’s officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of users on Amooti. Please use caution, common sense, and practice safe buying and selling when using Amooti.
Amooti is not responsible for the availability of outside websites or resources linked to or referenced on the Website or Services. Amooti does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that Amooti shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
Amooti may restrict, suspend, or terminate your use of or access to the Website or Services, without notice or liability to you and in its sole discretion, and without refunding any fees, if Amooti suspects (by information, investigation, conviction, settlement, or otherwise) that (a) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of this Agreement; (b) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of any Amooti policy; (c) your activities on or in relation to the Website may violate applicable law; (d) you are unable to verify or authenticate any of your personal information or User Submissions; (e) you have failed to pay a fee; (f) you may cause legal liability or financial loss to Amooti’s users or to Amooti; or (g) for any other reason at any time. This includes cancelling any unverified accounts or inactive accounts, warning Amooti’s community of a user’s actions, temporarily or indefinitely suspending a user’s account privileges, terminating a user’s account, or prohibiting access to the Website or Services, and taking technical or legal steps to keep a user off the Website and refusing to provide Services to a user. Further, any suspected fraudulent, abusive, or illegal activity, including violations of the Agreement and any additional Amooti policy, may be referred to appropriate law enforcement authorities or other appropriate third parties.
Amooti reserves the right to suspend and/or terminate a user’s account or any accounts held by that user by virtue of association, including all usernames under which that user operates on the Website or Services.
10. Personal Information and Privacy
11. Intellectual Property
All content on the Website is owned by or licensed to Amooti. Subject to the Agreement, Amooti grants to you a non-exclusive, non-transferable, non-sublicensable license to access and view the Website and to make a reasonable number of copies of the content on the Website solely for your own personal and non-commercial use. All rights not expressly granted herein are reserved to Amooti and its licensors. Other than as expressly provided above, you may not display, reproduce, distribute, modify, sell, or otherwise use any materials or content on the Website, and all such content is provided on an AS IS basis.
The trademarks, logos, service marks, trade names, graphics, page headers, button icons, scripts and other designs that are displayed on the Website and Services are owned by Amooti and/or its affiliates or their third party licensors and may not be used unless authorized by the trademark owner. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Amooti’s Trademarks displayed on the Service, without our prior written permission in each instance. Amooti’s intellectual property may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion. All goodwill generated from the use of Amooti intellectual property will inure to our exclusive benefit.
12. Complaint Procedures and DMCA Takedown Requests
Amooti respects the legal rights of others and complies with the Digital Millennium Copyright Act. It expects you to do the same. If you believe another user has violated the Agreement or your intellectual property rights, please complete the following procedure.
Verified Rights Owners Program (VRO): To enforce the intellectual property rights of owners, Amooti engages in a Verified Rights Owners program that allows owners to request Amooti to remove certain listings that offer items or contain images or other materials that infringe on their intellectual property rights. These rights can include trademark, copyright, and/or other legal rights. For example, a Verified Rights Owner may ask Amooti to remove an item being sold that uses the rights owner's registered trademark (such as a logo on a designer handbag) if the item is not an authentic product of the rights owner. This VRO program helps protect Amooti members from buying or selling items that may be replica or otherwise unauthorized under state and/or federal laws. Before a listing is removed, a Verified Rights Owner must provide to Amooti information that ensures that the person or company reporting the item is authorized to do so. If a Verified Rights Owner believes a listing violates their intellectual property rights, please provide Amooti with a written notice containing (where applicable) the following information:
- a notarized request letter certifying that you are the owner of the intellectual property;
- a description of the intellectual property that you claim has been infringed, including details on any registration that protects the same;
- a description of the material that you claim is infringing and where it is located on the Website;
- hyperlinks to the listings with the suspected item;
- your name, address, telephone number, and email address;
- a statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on their behalf; and
- an electronic or physical signature of the person authorized to act on behalf of the intellectual property owner.
The notice should be delivered to Amooti’s Copyright Agent for infringement claims:
50 Milk Street Floor 15
Boston, MA 02109
If a copyright notice is received by Amooti’s Copyright Agent, Amooti may send a copy of the notice to the user who posted the material at issue.
If your item is reported, you may receive an email notifying you that a Verified Rights Owner participant requested your listing to be removed from the Website or Services. We require the rights owner to provide us with an email address so you can contact them directly for more information about why your listing infringes their intellectual property rights. You can find the Verified Rights Owner's email address in the email you received when your listing was removed.
At Amooti's sole discretion, users who infringe on intellectual property rights of Verified Rights Owners will have their user accounts and/or access to the Services removed or disabled. If Amooti disables or removes your user account, or any content or other materials you have posted, and you believe this was done in error, please forward a written notice stating the same and providing any supporting documentation necessary to establish your rights to the agent referenced above.
Amooti may disclose offenders’ personal identification information to third parties with intellectual property rights who have complied with the complaint procedure.
If you have concerns or questions about why your listing was reported or removed, please contact the VRO participant directly using the email address we provided.
You can also contact our Member Care team at info@Amooti.org if the Verified Rights Owner has not replied after 10 days or if you have any other questions.
13. Counter Notification Procedures for Copyright Notices
If your material has been removed, disabled, or otherwise restricted due to a copyright infringement notification, and you believe that your material is not infringing or you were authorized by the copyright owner, the copyright owner's agent, or pursuant to the law to post and use the material, you may send a counter-notice containing the following information to Amooti’s Agent for Infringement Claims:
- your name, address, telephone number, and e-mail address;
- identification of the material at issue, including its location before it was removed, disabled, or otherwise restricted;
- a statement that you have a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material;
- a statement that you consent to the jurisdiction of the federal court in San Francisco, California;
- a statement that you will accept service of process from the person who provided notification of the alleged infringement; and
- your physical or electronic signature.
If a counter-notice is received by our Copyright Agent, Amooti may send a copy of the counter-notice to the original complaining party informing it that we may replace the removed material or cease disabling it in the next 30 business days at our sole discretion unless the original complaining party files an action seeking a court order against Amooti or the applicable member/user.
Amooti is not involved in the actual transaction between Buyers and Sellers. While Amooti may help facilitate the resolution of disputes through various programs, and may provide guarantees which are backed by the Amooti Return Policy, we have no control over and do not guarantee: (a) the existence, quality, safety, or legality of items advertised; (b) the truth or accuracy of users' content or listings; (c) the ability of Sellers to sell items; (d) the ability of Buyers to pay for items; (e) that a Buyer or Seller will actually complete a transaction or return an item; (f) the legal transfer of item from the Seller to the Buyer; or (g) that a buyer or seller will actually complete a transaction.
Rather, our goal at Amooti is to maintain our Website, Services, and related tools, in a manner that is safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our Website, Services, or tools. You further acknowledge that operation of and access to our Website, Services, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our Website, Services, and tools at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law: WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT AMOOTI SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF AMOOTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, DIRECTLY OR INDIRECTLY RESULTING FROM OR RELATED TO YOUR USE OF THE SERVICES OR WEBSITE, including BUT NOT LIMITED TO ANY THIRD-PARTY ACTION RELATED TO THE SERVICES OR WEBSITE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
IF AMOOTI IS FOUND LIABLE TO YOU OR ANY THIRD PARTY, SUCH LIABILITY IS LIMITED TO THE GREATER OF (A) ANY AMOUNTS DUE UNDER THE AMOOTI TRUST PROMISE UP TO THE PRICE THE ITEM SOLD FOR ON THE WEBSITE (LLCLUDING ANY APPLICABLE SALES TAX) AND ITS ORIGINAL SHIPPING COSTS; (B) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO AMOOTI IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (C) $100.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You agree to defend, indemnify, and hold harmless Amooti and its affiliates, and their directors, officers, employees, parents, subsidiaries, stockholders, and agents, from and against all claims, demands, liabilities, costs, losses, and expenses, including reasonable attorneys’ fees, arising from your use of the Services or Website or your breach of the Agreement, including any dispute with another user or claim from a third party. Amooti may elect to assume the defense and control of such claim and, in such case, you agree to cooperate with Amooti in the defense of such claim and to reimburse Amooti for all reasonable expenses and fees llcurred in the course of defending such claim.
17. No Guarantee
Amooti does not guarantee continuous, uninterrupted access to the Website or Services, and operation of the Website or Services may be interfered with by numerous factors outside Amooti's control.
18. Disputes with Other Users or Third Parties
In the event a dispute arises between you and another user or a third party, Amooti encourages you to contact the user or third party to resolve the dispute amicably.
You may also report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.
19. Disputes with Amooti
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND HOW CLAIMS THAT YOU AND AMOOTI HAVE AGAINST EACH OTHER ARE RESOLVED.
Any dispute relating in any way to your visit or use of the Website or Services or any other interaction with Amooti shall be finally settled by confidential arbitration in Massachusetts, using the English language in accordance with the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, LLC. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The arbitrator shall have exclusive authority to resolve any dispute relating to the agreement’s enforceability, including questions of arbitrability and any claim that all or any part of this Agreement is void or voidable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction This arbitration agreement is made pursuant to a transaction in interstate commerce, and shall be governed by the Federal Arbitration Act.
To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise, and there shall be no right or authority for any claims to be arbitrated on a class action basis. THE PARTIES VOLUNTARILY AND KNOWINGLY WAIVE ANY RIGHT THEY HAVE TO A JURY TRIAL.
To the extent you have in any manner violated or may potentially violate Amooti’s intellectual property rights, Amooti may seek injunctive or other appropriate relief in any state or federal court located in Massachusetts, and you consent to exclusive jurisdiction and venue in such courts, and that your violation causes Amooti irreparable harm for which there is no adequate remedy at law.
The prevailing party in any arbitration or other proceeding arising under this Agreement shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys' fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys' fees, incurred by the other party in enforcing the award.
Use of the Website or Services is not authorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation, this section.
20. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Website and Services and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Website and Services.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
22. No Agency
You and Amooti are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
23. Amooti Services
Amooti reserves the right to modify or terminate the Website and Service for any reason, without notice and at any time. Amooti reserves the right to alter this Agreement or other policies at any time, so please review the policies frequently. If Amooti makes a material change, then Amooti will notify you here by posting updates to this Agreement or by means Amooti deems appropriate. What constitutes a "material change" will be determined at Amooti’s sole discretion, in good faith, and using common sense and reasonable judgment.
Sections 3 (Fees), 4 (Listing and Selling), 6 (User Submitted Content, License). 8 (Information Control), 9 (Termination), 10 (Personal Information and Privacy), 11 (Amooti’s Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (No Guarantee), 18 (Disputes with Other Users), 19 (Disputes with Amooti), 21 (Severability), 22 (No Agency) 26 (Change of Ownership) and 27 (General Terms) shall survive any termination or expiration of this Agreement.
Unless expressly provided elsewhere in the Agreement, any notice, demand, claim, or communication related to the Agreement may be provided by: (a) electronic mail transmission; (b) first class mail or certified mail, postage prepaid; or (c) express courier, cost prepaid; and sent to the following:
- Amooti LLC., Attention: Legal Department, 50 Milk Street, Floor 15, Boston, MA 02109
- The email or physical address associated with your user account.
Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid, or 72 hours after delivery by mail or courier. The parties agree that service of process and service of a summons related to any disputes arising under this Agreement between the parties can be served via this notice provision.
26. Change of Ownership
27. General Terms
This Agreement, and any rights and licenses granted hereunder, may not be transferred, assigned, or sublicensed by you without Amooti’s express written consent. On the other hand, Amooti may assign, sublicense, or otherwise transfer any rights or licenses under the Agreement, without restriction and without prior notice to you.
Following termination of this Agreement and/or your commercial relationship with Amooti, any term of the Agreement logically extended beyond such termination shall survive to the fullest extent necessary to allow you and Amooti to enforce any rights obtained or obligations incurred hereunder.
No term or provision of this Agreement is meant or intended to benefit any third party.
You agree to submit to the laws of the State of Massachusetts and applicable United States federal law without regard to conflicts of law principles.
This Agreement represents the entire agreement and understanding between you and Amooti and it supersedes any other agreement or understanding (written, oral or implied) between you and Amooti. No other agreements, promises, representations, or understandings shall be binding upon Amooti with respect to the Website or Amooti’s Services unless contained in this Agreement, or separately agreed to in writing and signed by an authorized representative of Amooti.
Neither you nor Amooti will be deemed to have any liability whatsoever to the other or to any third party for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the affected party gives prompt notice to the other party.
If any part of this Agreement shall be determined to be illegal, invalid, or unenforceable: (a) that part shall nevertheless be enforced to the extent permissible in order to effect the intent of the parties; and (b) the remaining parts of the Agreement shall be deemed valid and enforceable, so long as the remaining parts continue to fulfill the original intent of the parties.