Brandcheckout.com Terms and Conditions
THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO AND USE OF THE SERVICES THROUGH A PARTICULAR ACCOUNT OR ACCOUNTS AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT ("YOU") AND BRANDCHECKOUT.COM (THE "AGREEMENT"). BY REGISTERING FOR OR USING THE SERVICES, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
To begin the enrolment process, you must complete the registration process.
By registering for or using the Services you confirm that you chose the service based on your own due diligence and consideration. Use of the Services is limited to parties that can lawfully enter into and form contracts under applicable law.
As part of the application, you must provide us with your (or your business') legal name, address, phone number and e-mail address, as well as any other information we may request. Any personal data you provide to us will be handled in accordance with our privacy commitment.
2. Service Fee Payments
Fee details are described fully in the applicable Service Terms and Program Policies. You are responsible for all your expenses in connection with this Agreement, unless this Agreement or the applicable Service Terms provide otherwise.
You will use only a name you are authorized to use in connection with a Service and will update all the preceding information as necessary to ensure that it always remains accurate and complete.
3. Term and Termination
The term of this Agreement will start on the date of your completed registration to become a seller on BrandCheckout.com and continue until terminated by us or you as provided below.
You may at any time terminate your use of this platform immediately upon notice to us.
We may terminate your use of this platform or terminate this Agreement for convenience with 30 days’ advance notice.
We may suspend or terminate your use of any Services immediately if we determine that (a) you have materially breached the Agreement and failed to amend within 7 days of notifying you, unless your breach exposes us to liability towards a third party, in which case we are entitled to terminate your use without notice
(b) your account is used or has been identified that it may be used for deceptive or fraudulent or illegal activity.
(c) your use of the Services has harmed, or we identify that it might harm other sellers, customers, or BrandCheckout.com legitimate interest.
We will promptly notify you of any such termination or suspension via email or similar means indicating the reason and any options to appeal, except where we have reason to believe that providing this information will hinder the investigation or prevention of deceptive, fraudulent, or illegal activity, or will enable you to circumvent our safeguards. On termination of this Agreement, all related rights and obligations under this Agreement immediately terminate.
(d) you will remain responsible for performing all of your obligations in connection with transactions entered into before termination and for any liabilities that accrued before or as a result of termination.
You grant us a royalty-free, non-exclusive, worldwide, right and licence for the duration of your original and derivative intellectual property rights to use, any and all of Your Materials for us by BrandCheckout.com and it’s various social media handles and related Brandcheckout businesses and to sublicense the foregoing rights to our affiliates and associates provided, however, that we will not alter any of Your Trademarks 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).
Each party represents and warrants that:
(a) if it is a business, it is duly organized, validly existing and in good standing under the laws of the territory in which the business is registered.
(b) it has all requisite right, power and authority to enter into this Agreement and perform its obligations and grant the rights, licences and authorizations its grants hereunder;
(c) any information provided or made available by one party to the other party or its affiliates is accurate and complete, and it will promptly update such information as necessary to ensure it always remains accurate and complete,
(d) it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, The United Kingdom home office, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority and (e) it will comply with all applicable Laws in performance of its obligations and exercise of its rights under this Agreement.
6.1 Your indemnification obligations. You will defend, indemnify, and hold harmless brandcheckout.com, and our officers, directors, employees, and agents, against any third-party claim, loss, damage, settlement, cost, expense, or other liability (including, without limitation, attorneys’ fees) (each, a “Claim”) arising from or related to
(a) your non-compliance with applicable laws;
(b) Your Products, including the offer, sale, fulfillment, refund, cancellation, return, or adjustments thereof, and any personal injury, death (to the extent the injury or death is not caused by BrandCheckOut.com), or property damage related thereto;
(c) Your Taxes and duties or the collection, payment, or failure to collect or pay Your Taxes or duties, or the failure to meet tax registration obligations or duties; or
(d) actual or, based on specific indications, alleged breach of any representations you have made.
7. Confidentiality and Personal Data
During the course of your use of this platform, you may receive Confidential Information. You agree that for the term of the Agreement and 5 years after termination:
(a) all Confidential Information will remain the exclusive property of BrandCheckout.com except for customer personal data owned by the respective customer.
(b) you and your affiliates will use Confidential Information only as is reasonably necessary for your use of the platform;
(c) you will not, and will cause your affiliates not to, directly or indirectly (including through a third party) otherwise disclose Confidential Information to any individual, company, or other third party except as required to comply with the law;
(d) you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement; and
(e) you will retain Confidential Information only for so long as its use is necessary or to fulfil your statutory obligations (e.g. tax) and in all cases will delete such information upon termination or as soon as no longer required for the fulfilment of statutory obligations.
The foregoing sentence does not restrict your right to share Confidential Information with a governmental entity that has jurisdiction over you, provided that you limit the disclosure to the minimum necessary and explicitly indicate the confidential nature of the shared information to the governmental entity.
You may not issue any press release related to brandcheckout.com, or use our name, trademarks or logo in any way (including in promotional material) without our advance written permission or misrepresent or embellish the relationship between us in any way.
You may only use the Brandcheckout.com Mark as defined in and according to the Trademark Usage Guidelines; you may not use our name, trademarks, or logos in any way (including in promotional material) not covered by the Trademark Usage Guidelines without our advance written permission.
We act as a data controller of any customer personal data collected via the platform. You are controllers of the customer personal data that are strictly necessary to fulfil orders and may not use any such customer personal data (including contact information) for any purpose other than fulfilling orders or providing customer service in connection with a Service. Generally, you may not use such data in any way inconsistent with applicable law. You must keep customer personal data confidential at all time (the above 5 years’ term limit does not apply to customer personal data).
8. Force Majeure.
We will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
9. Relationship of Parties
You and we are independent contractors, and nothing in this Agreement will be construed to create a partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
Brandcheckout.com is not an auctioneer, neither is it an intermediary between the buyer and the seller.
You will have no authority to make or accept any offers or representations on our behalf.
You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.
This Agreement will not create an exclusive relationship between you and us.
Nothing expressed or mentioned in or implied from this Agreement is intended or will 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 Agreement.
This Agreement and all the representations, warranties, covenants, conditions, and provisions of this Agreement are intended to be and are for the sole and exclusive benefit of brandcheckout.com, you, and relying customers or sellers.
10. Suggestions and Other Information
If you or any of your affiliates elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with or related to any BRANDCHECKOUT.COM Site or Service (including any related Technology), you will, to the extent necessary and authorized by law, irrevocably grant to us, a royalty-free and worldwide license on all right, title, and interest in and to the suggestions for the duration of protection of the underlying rights. In order to cooperate with governmental requests, to protect our systems and customers, or to ensure the integrity and operation of our business and systems, we may access and disclose any information we consider necessary or appropriate, including but not limited to user contact details, IP addresses and traffic information, usage history and posted content.
We may change or modify the Agreement at any time with immediate effect
(a) for legal, regulatory, fraud and abuse prevention, or security reasons;
(b) to change existing features or add additional features to the Services (where this does not materially adversely affect your use of the Services); or
(c) to restrict products or activities that we deem unsafe, inappropriate, or offensive.
+++We will notify you about any change or modification.+++
Your continued use of the Services after the effective date of any change to this Agreement in accordance with this Section 11 will constitute your acceptance of that change. If any change is unacceptable to you, you agree not to use the Services and to end the Agreement
12. Password Security
Any password we provide to you may be used only during the Term to access your vendor panel (or other tools we provide) to use the Services, electronically accept Your Transactions, and review your completed Transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account or vendor panel in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password.