MyCOM.Market

Marketplace Agreement

(Updated January 22, 2022)

 

These Marketplace terms and conditions (“Marketplace Terms”) govern your use of and any purchases that you make through the MyCOM.market or any *.MyCOM.global or *.MyCOM.world Marketplace site (“Site” or “Marketplace”). These Marketplace Terms incorporate and supplement the terms of the MyCOM ShareBack programs. All capitalized terms but not expressly defined in the Marketplace Terms shall have the meanings given to them under the Terms and Agreement.

 

By using or accessing the Marketplace, you acknowledge that you have read and understood these Marketplace Terms and the Terms and Agreement (collectively, the “Agreement”) and agree to be bound by all of its provisions, including the arbitration clause and class action waiver described in “Governing Law and Arbitration” of the Terms and Conditions (except for matters that may be taken to small-claims court).

 

We may modify these Marketplace Terms from time to time, with or without notice, and your continued use of the Site after such modification shall be deemed to be your acceptance of any such modification. If you do not agree to any modification of these Marketplace Terms, you must immediately cease use of the Site.

 

The Marketplace

 

The Marketplace is a site that allows buyers to locate and purchase new and used products from sellers subject to these Marketplace Terms. When you make a purchase through the Site, you are purchasing the product from the seller and not from MyCOM Global or MyCOM EU LTD or Tesora Italia SPA hereinafter referred to as “MyCOM”). MyCOM is not the merchant of record and the actual contract for sale is directly between you and the seller. You agree that MyCOM is not an agent for you or for the seller and has no authority to act on your or on a seller’s behalf.

 

Registration and Accounts

 

If you elect to register for an Account and save the information you provide to us, your information may be available for use on other services on the MyCOM.world site. You may update any of your Account information, designate a different credit card to be billed, or change the applicable expiration date on your currently designated credit card, by clicking on the Account button and selecting the appropriate link.

 

Use of the Site

 

MyCOM may exclude any buyer, including you, from making purchases in the Site at any time and for any reason. Resellers may not purchase products on the Site and MyCOM reserves the right, at its sole discretion, to cancel such purchase.

 

Termination and Suspension

 

You also agree that MyCOMmay, in its sole discretion, and without prior notice to you, terminate or suspend your access to the Site and/or your Account for any reason. You agree that MyCOM will not be liable to you or to any third party for termination of your access to the Site.

 

By establishing an Account with us or by making a purchase through our Site, you grant permission for MyCOM to contact you at your e-mail address and send you marketing emails related to the Marketplace, our affiliates, and our business partners. You can opt-out of receiving our marketing emails, by contacting us at support@MyCOM.world or by following the opt-out procedures set forth in such marketing emails. If you have an Account, you may also opt-out of receiving marketing emails by updating your Account settings.

 

Shipment

 

Shipments of the products you purchase in the Site are made by the seller and not MyCOM. You agree that MyCOM has no obligation to ship any product you purchase in the Site. You agree that MyCOM may provide the seller your shipping address for shipment of the products you purchase. You agree to pay the shipping charges in full for any product that you purchase.

 

Some of the products offered on the Site must be imported from outside of the destination country. If you order products that must be shipped from outside of the destination country, your order may take longer to arrive. More importantly, such purchases may be subject to additional legal obligations and restrictions. If you order products imported from outside of the country, you agree that you are responsible for: (1) making sure that the product can lawfully enter your country; and (2) complying with all laws and regulations of your country. When you receive an international shipment of imported products, you may be required to pay import taxes, customs duties and/or fees. Making those payments is your responsibility. MyCOM does not control the amount or timing of any taxes, duties, and/or fees, which are set by the destination country. MyCOM cannot estimate what taxes, duties, and/or fees might be for any particular product or destination. We recommend that you contact your local customs officials with any questions or if you need more information.

 

Privacy

 

Our collection, use and disclosure of your personal information is governed by our Privacy Policy. Please review it carefully to understand our practices.

 

Conditions of Sale and Payment

 

To purchase any goods and/or services on the Site, you must (a) be at least eighteen (18) years of age or the applicable state age of majority, (b) be a natural person and (c) a corporation, partnership or other legal entity. Alcohol listings on the Site are intended for adults at least 21 years of age. You must be of at least 21 years of age to purchase alcohol and/or use any Site functionality related to alcohol. Prior to the purchase of any goods or services on our Site, you must provide us with a valid credit card number and associated payment information, including all of the following: (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration and (v) any activation numbers or codes needed to charge your card. By submitting that information to us, you hereby agree that you authorize us to charge your card at our convenience but within thirty (30) days of credit card authorization. All sales of products and services are final. All charges from those sales are nonrefundable. Your payment card information may be saved so it may be available to use.

 

All payments must be made by credit cards (VISA, MasterCard, American Express and Discover Network), debit cards, or other payment method specified by MyCOM in its sole discretion. Your credit card will be authorized for the entire order amount immediately upon your placement of the order, and you will be charged immediately upon MyCOM receipt of shipment confirmation by the seller. You hereby authorize MyCOM to charge your credit card accounts for any amount that you may owe MyCOM or the seller. In addition, MyCOM may also set off any amounts that you owe to MyCOM or the seller against any amounts owed to you by MyCOM or the seller. IN FACILITATING YOUR PAYMENT TO THE SELLER, MyCOM DOES NOT PROVIDE YOUR CREDIT CARD INFORMATION TO THE SELLER.

 

Taxes

 

You agree that you are responsible for determining any applicable taxes that you may owe as a result of your Marketplace purchase. You agree (a) that MyCOM has no responsibility to collect, report or remit any applicable taxes in connection with your purchase, and (b) to fully indemnify and hold harmless MyCOM and its affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to any ruling by any governmental authority that MyCOM or you have a tax remittance or reporting obligation in any state on account of your purchase of Products through the Site, whether or not due to any action or inaction by MyCOM Without limiting the generality of the foregoing, MyCOM may automatically charge sales tax with respect to any products shipped to certain states in the United States and its territories, EU, Australia, United Kingdom or other countries for which it offers these service, as determined by MyCOM world in its sole discretion. Such amounts shall be remitted by MyCOM to the seller to be paid to the state from amounts received by MyCOM from customers or by MyCOM preference, it may remit directly to the state on behalf of the transaction.

 

Changing or Cancelling Marketplace Orders

 

Once you have placed an order for a product in the Marketplace, seller will be handling all aspects of the order process. MyCOM will not change or cancel any order made by you, including any change to shipping or billing information. You will need to contact the seller for any changes or cancellations that you wish to make to your order. The seller’s contact information can be found in your order detail located in your Account or in the email sent to you confirming your order.

 

Marketplace Customer Service

 

Other than to verify that payment to the seller was completed and except as otherwise set forth on the Site, MyCOM does not provide any customer support for any purchase you make through the marketplace, and you agree that MyCOM is not responsible to provide any such support. If you have any questions about the product you purchased or your shipment you must contact the seller of your product directly for any customer support that you need. The seller’s contact information can be found in your order detail located in your Account.

 

Marketplace Returns

 

You may not make any returns to MyCOM of products you purchase in the Site. You must contact directly the seller for any product returns that you wish to make. Please review seller policies on returns prior to making your purchase. The seller’s contact information can be found in your order detail located in your Account or your purchase confirmation email.

 

Marketplace Feedback

 

You agree that feedback you provide concerning Marketplace sellers will be truthful and accurate. You agree that you will not use profanity, vulgar expressions, or any obscenity in your feedback comments. You agree that you will not provide any feedback that could be considered defamatory or that violates the privacy, intellectual property right, or other rights of any third party. You agree that MyCOM may edit your feedback in any way that MyCOM sees fit and that MyCOM may remove your feedback at any time. Once you have submitted feedback, you may not alter it.

 

You hereby grant to MyCOM and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub-licensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display the feedback in any media and for any legal purpose, including, without limitation, the right to use the feedback in advertising and promotional materials and to enhance or improve our products and services and the products and services of our affiliates.

 

Price Comparisons

 

Price comparisons may be made throughout the site to indicate the relative savings amounts of our pricing. "LIST PRICE" is the suggested retail price as determined by our service providers. We make no representation on the accuracy of such LIST PRICE or whether a substantial number of products have been sold or offered for sale at the LIST PRICE. Actual retail prices in your area may vary. "YOU SAVE" reflects the difference between the seller price and the LIST PRICE provided to us by our service providers. Because the LIST PRICE may vary from actual retail prices in your area, you may or may not realize a savings of the amount reflected by the YOU SAVE feature. MyCOM hereby disclaims any liability for any reliance on the amounts reflected by the YOU SAVE feature. You may want to make an exact comparison for yourself by checking the prices of other internet or local retailers prior to making a purchase.

 

Copyright Policy

 

MyCOM respects the intellectual property of others, and we ask our users to do the same. Our policy is to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act ("DMCA"). In addition, based on our review and at our discretion, is it our policy to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing copyrights or other intellectual property rights.

 

If you believe that your work has been copied in a manner that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you can request that we take down the infringing material by filing a DMCA Notice (“Notice”) with MyCOM. If your material has been removed as a result of a DMCA Notice, you may file a Counter-Notice requesting that the material be restored. Please note that we do not make any legal decisions about the validity of your claims. Anyone making a false or fraudulent Notice or Counter-Notice may be liable for damages under the DMCA, including costs and attorney's fees. If you are unsure of whether certain material infringes your copyright, contact an attorney.

 

Filing A DMCA Notice

 

To file a DMCA Notice with MyCOM, you may send us a written notice by email, postal mail, or fax. When we receive a clear and valid Notice pursuant to the guidelines set forth below, we will respond by either taking down the allegedly infringing material or blocking access to it. We may contact the Notice provider to request additional information. We reserve the right to ignore a Notice that is not in compliance with the DMCA.

 

Your Notice must include the following:

 

  • Your full legal name
  • An electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted material that is allegedly infringed;
  • A description of the allegedly infringing work or material;
  • A description of where the allegedly infringing material is located on the Site;
  • Information reasonably sufficient to allow us to contact you, such as your physical address, telephone number and e-mail address;
  • A statement by you that you have a good faith belief that the disputed use of the material is not authorized by the copyright or other proprietary right owner, its agent, or the law: “I have a good faith belief that the use of the copyrighted material or reference or link to such material is not authorized by the copyright owner, its agent, or the law”;
  • A statement that you attest to the accuracy of the notice and your ownership rights: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."
  • Failure to include all of the above-listed information may result in the delay of the processing of your complaint.

 

Filing A DMCA Counter-Notice

 

If your material has been removed or blocked by us as a result of a DMCA Notice, you may send us a Counter-Notice asking for the allegedly infringing material to be restored.

 

When we receive the Counter-Notice, we will send a copy of the Counter-Notice to the party who originally requested the removal of the allegedly infringing material and we will reinstate the allegedly infringing material, unless that party obtains a court order supporting its removal. We reserve the right to ignore a Counter-Notice that is not in compliance with the DMCA.

 

Your Counter-Notice must include the following:

 

  • Your full legal name, address, telephone number and email address (if available).
  • A list and description of all material(s) that were removed by MyCOM and a description of where the material(s) was/were located
  • A statement and attestation that you have a good faith belief that the content was removed in error: "I swear under penalty of perjury, that I have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
  • A statement that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or any judicial district in which MyCOM may be found if your address is outside of the United States) and that you will accept service of process from the person (or an agent of such person) who provided the DMCA Notice to us.
  • Your physical or electronic signature.

 

DMCA Notices and Counter-Notices should be sent to MyCOM Legal Department as follows:

 

By email: legal@MyCOM.global

 

By mail in Europe:

Legal Department, MyCOM EU LTD

Ground Floor, 57 Amiens Street,

Dublin 1, Ireland, D01 YY11

 

By mail in USA:

Legal Department, MyCOM Global LLC

2701 N. Thanksgiving Way STE 100

Lehi, UT 84043, USA

 

Claim Process and Refunds.

 

If you do not receive your product or you have received a product that is defective, damaged, or that does not match the description contained in the Site, you must contact the seller directly to attempt to resolve the problem. The seller’s contact information can be found in your order detail located in your My Account or in the email sent to you confirming your order.

 

MyCOM IS NOT THE SELLER OR MERCHANT OF RECORD OF ANY OF THE GOODS OR SERVICES ON THE SITE. MyCOM HAS INSTITUTED A CLAIM PROCESS TO ASSIST YOU WITH CLAIMS THAT YOU MAY HAVE WITH THE SELLER. BECAUSE THE SITE ALLOWS YOU TO MAKE THE PURCHASE THROUGH THE MyCOM BASKET WITHOUT YOU HAVING TO PASS YOUR CREDIT CARD TO THE SELLER, MyCOM CHARGES YOUR CREDIT CARD FOR THE SALE. ANY DISPUTE BROUGHT BY YOU THROUGH YOUR CREDIT CARD COMPANY AFFECTS MyCOM RATHER THAN THE SELLER. THEREFORE, YOU CANNOT SUBMIT A CLAIM IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGE. IN ADDITION, MyCOM MAY PREVENT FURTHER PURCHASES BY YOU THROUGH THE MARKETPLACE IF YOU HAVE INSTRUCTED YOUR CREDIT CARD COMPANY TO DISPUTE THE CHARGES MADE THROUGH THE MARKETPLACE.

 

RELEASE

 

IN THE EVENT OF A DISPUTE OR CLAIM REGARDING ANY ORDER OR PURCHASE MADE THROUGH THE SITE, OR BETWEEN YOU AND A SELLER OR OTHER THIRD PARTY RELATED TO ANY ORDER OR PURCHASE MADE THROUGH THE MARKETPLACE, YOU HEREBY RELEASE MyCOM AND ITS PARENTS, SISTER COMPANIES, SUBSIDIARIES, AFFILIATES, SERVICE PROVIDERS, DISTRIBUTORS, LICENSORS, OFFICERS, DIRECTORS AND EMPLOYEES FROM ALL CLAIMS, DAMAGES OR DEMANDS OF ANY KIND, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE OR CLAIM.

 

YOU ACKNOWLEDGE THAT YOU MAY DISCOVER FACTS DIFFERENT FROM OR IN ADDITION TO THOSE WHICH YOU NOW KNOW OR BELIEVE TO BE TRUE AND THAT THIS RELEASE SHALL BE AND REMAIN EFFECTIVE IN ALL RESPECTS EVEN IF YOU DISCOVER NEW OR ADDITIONAL FACTS AFTER YOU AGREE TO THESE MARKETPLACE TERMS. YOU EXPRESSLY WAIVE ALL RIGHTS AND BENEFITS CONFERRED UPON YOU BY THE PROVISIONS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH [YOU] DO NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR [RELEASEES]”

 

Miscellaneous

 

These Marketplace Terms may not be transferred, assigned or delegated to anyone. Any attempt by you to assign, transfer or delegate these Marketplace Terms shall be null and void. MyCOM may freely assign these Marketplace Terms without consent or notice. Headings under these Marketplace Terms intended only for convenience and shall not affect the interpretation of these Marketplace Terms. Any waiver or failure to enforce any provision of these Marketplace Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Marketplace Terms is held to be invalid, such invalidity shall not affect the remaining provisions. These Marketplace Terms, including the Terms and Conditions, represents the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or representations, written or oral (including without limitation, earlier versions of these Marketplace Terms that may have been accepted by you). We reserve the right to modify these Marketplace Terms at any time. Your non-termination and continued use of the Site after such modification will constitute affirmative acceptance by you of such modification and your consent to abide by any terms thereof. These Marketplace Terms will bind and inure to the benefit of MyCOM’s successors and assigns.

 

Effective Date: January 22, 2022

 

 

Marketplace Seller Agreement

 

THIS MARKETPLACE SELLER AGREEMENT (“AGREEMENT”) CONTAINS THE TERMS AND CONDITIONS THAT GOVERNS YOUR ACCESS TO THE MyCOM.MARKET WEBSITE (“SITE”) TO SELL PRODUCTS PURSUANT TO MyCOM’S MARKETPLACE PROGRAM (“MARKETPLACE PROGRAM”) AND IS AN AGREEMENT BETWEEN YOU OR THE BUSINESS YOU REPRESENT AND MYCOM. BY REGISTERING AS A SELLER ON THE SITE, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

 

As used in this Agreement, "MyCOM.market" means MyCOM Global LLC or MyCOM EU LTD, and "You" or “Seller” means the applicant (if registering for the Marketplace Program as an individual), or the business employing the applicant (if registering for the Marketplace Program as a business).

 

  1. Definitions

For purposes of this Agreement, capitalized terms will have the meaning specified in their contextual paragraph, or where not otherwise defined herein, will have the meanings specified below:

 

  • "Affiliate" will mean, with respect to MyCOM, any entity, whether incorporated or not, that directly or indirectly controls, is under common controlled by, or is under common control by such party or its corporate parent, where “control” (or variations of it) shall mean the ability (whether directly or indirectly) to direct the affairs of another by means of ownership, contract or otherwise.

 

  • "Claims(s)" will mean any and all foreseeable or unforeseeable and alleged or actual actions, causes of action (whether in tort, agreement or strict liability, and whether in law, equity, statutory or otherwise), claims, demands, lawsuits, legal proceedings, administrative or other proceedings or litigation.

 

  • “Item File” means a data feed between Seller and the Site that includes Seller Content (as defined below) and other relevant or necessary information enabling Seller Content to be made available on the Marketplace Program.

 

  • "Law" shall mean any law, ordinance, statute, rule, regulation, order, license, permit, judgment, decision or other requirement, now or hereafter in effect, or any governmental authority of competent jurisdiction.

 

  • "Losses" shall mean any and all damages (including, without limitation, past, future, direct, indirect, economic, noneconomic, consequential, special, exemplary, incidental, and punitive), sanctions, settlement payments, disbursements, judgments, liability, losses (including lost income or profit), costs or expenses of any nature whatsoever, whether accrued, absolute, contingent or otherwise, including, without limitation, attorneys' fees and costs.

 

  • "Seller Content" shall mean all images, product information and content including without limitation, the product data, (i) provided by Seller to MyCOM or its Affiliates for use in connection with the Marketplace Program and (ii) otherwise made available by Seller to customer on the Site (“Customer”) (e.g. through Seller's distribution or hosting of such images, content or information).

 

  1. Agreement to MyCOM's MARKETPLACE Terms and Conditions and Privacy Policy

This Agreement is in addition to and supplements MyCOM's Terms and Conditions and Privacy Policy posted on the Site. By entering into this Agreement, You also agree to abide by MyCOM's Terms and Conditions and Privacy Policy. MyCOM may modify its Terms and Conditions and Privacy Policy from time to time, with or without notice. Your continued use of the Site and the Marketplace Program following MyCOM's posting of such modifications shall be deemed to be your acceptance of any such modifications. If you do not agree to the changes in the Terms and Conditions or Privacy Policy, immediately cease to use the Site.

 

  1. Seller Onboarding

In order for Seller to start listing Products on the Site, Seller will complete a business registration with MyCOM and MyCOM must approve and authorize a Seller Marketplace account on the Seller portal. Within (4) four weeks from the opening of the account, Seller will be required to upload all necessary Seller Content and prepare the Seller storefront to go live on the Site. If Seller fails to take any such actions within the aforementioned period, MyCOM may suspend the account.

 

  1. Seller's Content License Grant

 

  • License for Content. By entering into this Agreement and listing a Product, Seller grants, as well as represents and warrants that it has the right to grant to MyCOM and its Affiliates a royalty-free, non-exclusive, worldwide, sub-licensable, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, commercially or non-commercially exploit in any manner, incorporate and imbed into other works, and distribute Seller Content throughout the Site and all Affiliate properties.

 

  • License for Marks. Seller hereby grants MyCOM, its Affiliates and marketing partners a non-exclusive, royalty-free, non-transferable license to publish, use, reproduce, distribute, transmit, and display Seller's name, trademarks, service marks and logos ("Seller's Marks") during the Term in connection with, or for the promotion of, the Marketplace Program or for internal purposes. All such uses of the Seller’s Marks will be subject to the brand guidelines which Seller provides to MyCOM.

 

  1. Product Information and Other Content

 

  • Content. Seller agrees and warrants that any and all Seller Content: (a) will be truthful, accurate, and not misleading or otherwise deceptive; (b) will not violate the intellectual property rights of any third party such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) will not violate any applicable Law; (d) will not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; and (e) will not create liability for MyCOM. Seller agrees that any and all Seller Content may be publicly displayed by MyCOM as MyCOM sees fit and at no charge to MyCOM. Seller will only provide Seller Content for Products that fit into the categories or parameters approved in writing by MyCOM. Seller may provide MyCOM with Seller Content for Products in additional categories or parameters only upon the prior written consent by MyCOM (which may be given by email). If Seller receives Customer ratings or reviews for its Products directly or through third parties, then MyCOM and Seller may mutually agree to have Seller provide such ratings and reviews to MyCOM as part of the Seller Content.

 

  • Excluded Products. You hereby represent and warrant that you will not list, offer or sell Products that: (a) are stolen, replicas, counterfeits or unauthorized copies; (b) violate the intellectual property rights of others such as copyright, patent, trademark, trade secret or other proprietary rights, rights of publicity or privacy; (c) You do not have full right and authority to sell; (d) contain any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) violate any Laws, including those governing export control or consumer protection); (f) contain any material that is obscene, pornographic or that contains child pornography; (g) represent a potential danger for the health or well-being of the Consumers without having the appropriate regulatory approvals and agreeing with and accepting the Regulatory Compliance Addendum attached hereto as Exhibit A, and/or (h) create liability for MyCOM. (i) contain any products from the Restricted Products list as listed below. At its sole discretion, MyCOM may require Seller’s complete Product catalog for review.

 

  • Restricted Products:
    • Alcohol
    • Animals
    • Art-Fine art
    • Art- Home Décor
    • Composite Wood Products
    • CPAP Cleaning and Disinfecting Devices
    • Currency, Coins, Cash Equivalents, and Gift Cards
    • Drugs & Drug paraphernalia
    • Explosives, weapons, and related items
    • Export Controls
    • Gambling and Lottery
    • Hazardous and prohibited by law items
    • Human parts and Burial Artifacts
    • Jewelry and Precious Gems
    • Laser products
    • Lock picking and Theft devices
    • Medical devices and accessories
    • Offensive and Controversial Materials
    • Pesticides
    • Plants
    • Postage meters and stamps
    • Recalled products
    • Recycling electronics
    • Refrigerants: Ozone-depleting Substances and Substitutes
    • Strike anywhere matches
    • Subscriptions and Periodicals
    • Surveillance equipment
    • Tobacco and Tobacco-Related Products
    • Warranties, Service Plans, Contracts, and Guarantees

 

 

  1. Product Authenticity 

 

  • Authenticity / Authorization. All Products that bear a company’s official brand or logo can be listed on the Site as long as the Products are sold directly by the brand owner or from an authorized reseller. Seller will maintain adequate processes and procedures for conducting diligence to assure that Products are authentic, authorized for sale, and not stolen, counterfeited, replicas, unauthorized copies, illegal or misbranded. Upon MyCOM's request, Seller will promptly provide MyCOM with (i) certificates of authenticity (or similar documentation) for Products and (ii) documentation showing that Seller is permitted to sell specific brands or Products on Site.

 

  • Penalties. If the Seller fails to provide the required documentation, Seller may be removed from the Site, and may be subject to a range of other actions, including but not limited to suspension of their Seller Marketplace account and removal of their Products from the Site.

 

  1. Fees and Commissions

 

  • The MyCOM vendor fees and minimum commissions (“Fees”) payable by Seller to MyCOM in order to list and offer Products on the Site are as set forth hereto in Exhibit B. The parties agree that MyCOM may revise and adjust the Fees, and such adjusted Fees shall become applicable upon thirty (30) days prior written notice to Seller (which may be given via email).

 

  • Seller hereby appoints MyCOM as its agent for accepting and processing payment from Customer’s on Seller’s behalf. Seller authorizes MyCOM to receive payments on its behalf and make funds from sales available after the wait period of 15 - 30 days after shipment is issued, based on seller risk profile and return period whichever is longer, net of agreed-upon Fees or ShareBack and/or other amounts owed by Seller to MyCOM (such resulting amount, "Seller Payment"). Credits are issued to Sellers account in COMs and can be withdrawn to local currency to Seller’s designated bank account in accordance with its instructions. Seller represents and warrants that each payment that it directs MyCOM to process through the Service is for the completed and fulfilled sale of goods or services from Seller to a Customer. Merchant agrees and acknowledges that: (a) once MyCOM receives payment from a Customer, Seller will treat the Customer as if Seller has itself received the funds, regardless of whether Seller actually receives the Seller Payment, and (b) its sole recourse for nonpayment by MyCOM is against MyCOM, and it will not seek any return, refund or payment directly or indirectly from Customers in the event of nonpayment by MyCOM. MyCOM reserves the right to offset any overpayments to Seller against any future Seller Payments. MyCOM may modify the schedule of payments from time to time upon prior notice to Sellers.

 

  • Withholding of Payment. MyCOM may withhold the payment of funds to You or return funds to Customers, if the Seller is the subject of an investigation, or there is a Claim against You, for any suspected or alleged wrongful conduct or any violation of this Agreement. MyCOM will not be liable to You for any such amounts.

 

  1. Purchase/Order Processing, Fulfillment and Shipping

 

  • Orders. Seller will be the merchant of record. Customers purchasing Products through the Site will place orders using the MyCOM checkout system and MyCOM will collect all proceeds from such transactions, including shipping costs and applicable taxes based on shipment options and tax designations provided by Seller to MyCOM. The Customer is the purchaser of record. MyCOM will electronically transmit to Seller the order information (e.g. Customer full name, shipping address, and anonymized email) ("Transaction Information") that MyCOM determines Seller needs to fulfill each order, including without limitation, shipping Product(s) to Customers and providing Customer service. MyCOM will send an automated email message to each Customer confirming receipt of an order. Seller will provide MyCOM with Seller's Customer service contact information, which MyCOM may include in such confirmation email and/or on the Site.

 

  • Risk of Fraud and Loss. Seller’s bears the risk of all fraud except for credit card chargebacks resulting from unauthorized payments. Seller will be responsible for all costs related to fraud under any other circumstance, and all chargebacks related to Products sold and Product fulfillment and delivery. For all credit card chargebacks for which Seller bears the risk, MyCOM will offset such chargeback amounts against amounts otherwise owed to Seller and either deduct from credits owed to seller or send Seller an invoice and Seller will pay such invoice within thirty (30) days of receipt.

 

  • Fulfillment of orders. (a) Once MyCOM has transmitted an order to Seller, Seller will at its own expense, be solely responsible for, and bear all liability for, the fulfillment of the order, including without limitation, packaging and shipping of Products, securing the services of and payment of any freight forwarder or customs broker service charges (as may be required for any particular shipment), import or export duties or taxes (as applicable), and Customer service. Seller agrees that legal ownership and all risk of loss of the Products remains with Seller until the Customer receives the Product from Seller. If Seller cannot fulfill the entire quantity of a purchase order (PO) line in a single order, then the Seller will cancel that PO line, fulfill all other lines in the order and immediately notify MyCOM of such cancellation. If the order consists of one PO line that Seller cannot fulfill the entire quantity for, then Seller will cancel the entire order and immediately notify MyCOM.(b) Seller will ship only the Product purchased by the Customer and will not include any additional Products, substitute Products, materials or information not purchased by the Customer, other than those materials included in all shipments sold by Seller as long as such materials do not in any way promote other third-party marketplaces.

 

  • Shipping. (a) Seller is responsible for properly specifying shipping options for all Products in its Item File, and for properly handling all returns, including without limitation, those for Products that have unique requirements for shipping and return handling, including without limitation, hazardous materials or perishable Products to the extent such Products are permitted to be sold on the Site. Seller must offer a 2-day shipping option to Consumers who purchase on the Site. (b) MyCOM will provide Seller with the shipping, handling, and any other charges for each Product, separate from the purchase price, in accordance with MyCOM's shipping calculation functionality. Seller will accept payments from MyCOM based on the specified shipping charges as full payment for the shipping of such Products to the Customer.(c) Seller will ship Products ordered by Customers by placing the ordered items into the custody of the appropriate shipping agency or freight forwarder within one (1) business day or less following notification of the order. Seller will provide notice of shipment to MyCOM through the Seller’s interface on the Marketplace, and Seller hereby represents and warrants that it will only provide notification of shipment following actual shipment of the Product. If MyCOM does not receive a shipment notification from Seller within seven (7) days of placement of order, the order may be cancelled by MyCOM and Seller will be responsible for all Product costs and shipping costs associated with such cancelled order.(d) Seller will maintain an on-time shipment rate of 95% or higher or may incur a penalty or be suspended from use of services.

 

  1. Responsibilities (cancellations, returns and refunds)

 

  • Responsibilities. Seller is responsible for processing all Customer cancellations, returns, refunds, and/or Customer Service price adjustments. Seller will provide MyCOM with its Customer return, refund and price adjustment policies ("Customer Service Policies") for display on the Site. Seller's Customer Service Policies for Products sold through the Site will be no less favorable to Customers than Seller's most favorable policies offered on Seller's own site or on other third-party marketplaces where such Products are offered for sale. Notwithstanding the foregoing, Seller initial response time to Customers shall be within twenty-four (24) hours and Seller must maintain a Customer feedback of 4.2 starts or higher (out of 5.0 stars). If Seller does not provide such Customer Service Policies to MyCOM prior to the Effective Date, then Seller shall be deemed to have adopted MyCOM's standard customer service policies as may be adopted and/or revised from time to time. Seller shall notify MyCOM of any material changes to Seller's Customer Service Policies at least fourteen (14) days prior to Seller's implementation of such changes, provided, however, that any such changes shall not be effective with respect to orders until the revised Seller Customer Service Policy has been posted on the Site.

 

  • Cancellations. Seller will maintain a cancellation rate due to Seller’s error or fault of 3.0% calculated on a rolling thirty (30) day period.

 

  • Refunds. MyCOM will whenever possible provide refunds to Customers via the method of payment used by the Customer (most often the Customer’s credit card) for Products not received or sufficiently different from their Product description. Seller will provide MyCOM with the necessary information to process such refunds, such as the reason code and/or any special instructions. MyCOM will refund to Seller the amount of the Commission Fee attributable to the amount of the Customer refund (excluding any refunded taxes); provided that MyCOM shall have no liability for refunds offered by Seller in excess of the purchase price. Seller will be responsible for all other forms of refund, such as store credit or exchanges, which shall be offered according to the Seller’s own Customer Service Policy. If Seller provides Customer directly with a refund, MyCOM shall retain the full amount of the Commission Fee attributable to such Customer refund. If MyCOM makes a refund to a Customer for a Product returned to Seller, MyCOM in its sole discretion, will obtain a refund of the Seller Payment received by Seller for such returned Products either via (i) offset of any amounts payable by MyCOM to Seller or (ii) by billing Seller for such amounts.

 

  1. Parity with Seller's Sales Channels

Seller will maintain parity between the Products it offers through the Seller’s own site or other third party marketplaces, and ensure that at all times: (a) the purchase price and every other term of the listing (including associated shipping and handling charges and options, any "low price" guarantee, rebate or discount, any free or discounted Products or other benefit available as a result of purchasing one or more other products, and terms of applicable return and refund policies) is at least as favorable to Consumers as the most favorable terms offered by Seller through its own site on any other third party marketplace; (b) the Product selection available on the Site will be comparable to the Product selection available on Seller’s own site or other third party marketplaces; (c) Customer service for Products is as responsive and available and offers at least the same level of support as the most favorable Customer service offered by Seller on Seller’s own site or on any other third party marketplace. Regardless of the foregoing, initial response time shall be within twenty four (24) hours; (d) the Seller Content provided by Seller to MyCOM for the Site (i) is of at least the same quality as the highest quality information displayed or used on the Seller’s own site or provided by Seller to any other third party marketplace and (ii) provides users of the Site with at least as much Product information, images and other content as the information provided by Seller on Seller own site or any other third party marketplace. If Seller becomes aware of any non-compliance with (a) above, Seller shall promptly notify MyCOM and compensate adversely affected Customers in accordance with the procedures set forth for providing Customers with refunds.

 

  1. Ownership and Use of Transaction Information

MyCOM shall own all Transaction Information. Seller may only use Transaction Information to further a transaction related to this Agreement, in accordance with the terms of this Agreement, MyCOM's Privacy Policy and all applicable Law. Seller will not (i) disclose or convey any Transaction Information to any third party (except as necessary for Seller to perform its obligations under the Agreement); (ii) use any Transaction Information to conduct Customer surveys or for any marketing or promotional purposes; (iii) contact a Customer that has ordered a Product that has not yet been delivered with the intent to collect a payment in connection therewith or to influence such Customer to make an alternative or additional purchase; or (iv) target communications of any kind on the basis of the intended recipient being a Consumer.

 

  1. Ratings and Reviews

MyCOM may use mechanisms that rate or review, or allows Consumers to rate or review Seller's Products and Seller's performance, and MyCOM may make these ratings publicly available. MyCOM will have no liability to Seller for the content or accuracy of any ratings or reviews. Seller shall have no ownership interest in or license to use any rating or reviews posted on the Site.

 

  1. Taxes

 

  • Taxpayer and Merchant of Record. Seller is the taxpayer and merchant of record and must comply with all applicable tax Law. Seller shall be solely liable for any tax liabilities, including without limitation, any associated penalties, fees or interest. All references to "tax" or "taxes" in this Agreement shall mean all taxes and fees, including without limitation, sales, use and surcharge taxes, import or export duties, electronic waste recycling fees, and all other indirect taxes and fees.

 

  • Seller Warranty. Seller is solely responsible for determining the amount of sales, use or other indirect taxes owed as a result of the sale of Products, and is solely responsible for reporting and remitting any such taxes required under applicable Law. Seller hereby represents and warrants that it will (a) identify all states in which it has an obligation to collect and remit taxes during onboarding, (b) keep such information updated at all times, (c) report and remit all such taxes collected on Seller’s behalf by MyCOM, and (d) maintain appropriate accounting records and documentation to verify the remittance of such taxes collected on Seller’s behalf by MyCOM. Upon the request of MyCOM, Seller will immediately provide MyCOM with records and documentation in the manner, form and substance as MyCOM may reasonable request of Seller's remittance of all taxes collected by MyCOM on Seller’s behalf. If Seller is unable to provide such proof to MyCOM’s satisfaction, MyCOM may retain all such tax amounts and/or terminate Seller's Marketplace account. Seller acknowledges and agrees that MyCOM has no responsibility to collect, report or remit taxes in connection with Seller’s sales. Seller shall cooperate with MyCOM regarding any requests for information, audit or similar request by any taxing authority concerning taxes collected and remitted resulting from the sale of Products on the Site.

 

  • Marketplace Sales Tax. Without limiting the generality of the foregoing, as a marketplace facilitator, MyCOM is required by law to automatically collect sale taxes on the Seller’s behalf with respect to any Products shipped to certain States in the United States and its territories, as determined by MyCOM in its sole discretion, and noticed to you, and all such tax amounts shall be remitted by MyCOM to the State from amounts received by MyCOM from Customers or if sent to the Seller, Seller agrees to pay the tax due for the products sold.

 

  • Nexus. If any governmental authority determines that Seller has established nexus in a state or local jurisdictions; or that sales, use or other indirect taxes are due from MyCOM or Seller on sales of Products through the Site; or that Seller is otherwise responsible for the collection and remittance or reporting of taxes (and all related penalties and interest) related to the sale of any Products, whether or not as a result of any action or inaction by MyCOM, Seller (i) agrees that Seller shall solely be responsible for payment of such taxes (and all related penalties and interest) and/or reporting of such taxes (if applicable), (ii) agrees that MyCOM shall have no liability to Seller or any governmental authority for such taxes or penalties, and (iii) will not seek any reimbursement from MyCOM for such taxes and related penalties. Seller shall indemnify and hold harmless MyCOM and its Affiliates and their respective officers, directors, employees and agents for any claims, liabilities, losses, fines, costs and expenses (including reasonable attorneys' fees) arising out of or related to any ruling by any governmental authority that MyCOM or Seller has a tax remittance or reporting obligation in any State on account of sales of Products on the Site, whether or not due to any action or inaction by MyCOM. MyCOM may immediately charge Seller's credit card on file and/or set-off any and all costs and/or expenses that are incurred in connection with the foregoing against any amounts owing to Seller, including without limitation, any Seller Payments).

 

  • VAT. Tax and VAT rates, as well as VAT calculation rules and logic, are supplied by our third party provider, TPS Unlimited, Inc. d/b/a TaxJar.

 

  1. Information Security

Seller will use appropriate internal information security practices to prevent the compromise of its information systems, computer networks and data files by unauthorized users, viruses or malicious computer programs which could in turn be transmitted to MyCOM or compromise the security of MyCOM Confidential Information including without limitation, the Transaction Information. Seller shall promptly notify MyCOM of any breach and take all necessary actions to remediate the breach. Seller shall be responsible for any costs, damages or legal notification procedures resulting from any breach of this Section.

 

  1. Confidential Information

 

  • Definition. The term "Confidential Information" means all information communicated by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) that should reasonably be considered confidential under the circumstances, notwithstanding whether it was identified as such at the time of disclosure, including, without limitation (a) the terms of this Agreement, (b) existing or contemplated products, services, designs, processes and technical specifications, and (c) information relating to business plans, sales or marketing methods and information accessed via MyCOM’s APIs. Seller shall also treat all Transaction Information and tax codes as Confidential Information.

 

  • Obligations. The Receiving Party may receive Confidential Information from the Disclosing Party during the Term, and such Confidential Information shall be used only to perform its obligations under this Agreement. The Receiving Party shall treat the Confidential Information as it does its own valuable and sensitive information of a similar nature and, in any event, with not less than a reasonable degree of care.

 

  • Exceptions. The obligations of either Party under this Section will not apply to information that the Receiving Party can demonstrate (a) is known by the Receiving Party prior to the date of the disclosure by the Disclosing Party without a restriction on disclosure or use; (b) becomes publicly known though no act or fault of the Receiving Party; provided, however, Transaction Information shall remain subject to confidentiality obligations regardless of its availability to the public; (c) was received from a third party without restriction on disclosure or use; or (d) is independently developed by the Receiving Party without access to or use of the Confidential Information of the Disclosing Party.

 

  • Disclosure by Law. In the event the Receiving Party is required by Law, stock exchange requirement or legal process to disclose any of the Confidential Information, the Receiving Party agrees to (a) give the Disclosing Party, to the extent possible, advance notice prior to disclosure so the Disclosing Party may contest the disclosure or seek a protective order, and (b) limit the disclosure to the minimum amount that is legally required to be disclosed.

 

  • Return or destruction. Upon the Disclosing Party's written request, the Receiving Party shall return or certify the destruction of all Confidential Information, and the obligation of confidentiality shall continue for three (3) years from the expiration or termination of this Agreement; provided however, the Receiving Party shall continue to keep confidential (i) any Transaction Information, and (ii) the terms of this Agreement. Seller agrees that MyCOM may share Seller's Confidential Information with its Affiliates for internal use only.

 

  1. Representations and Warranties

Seller hereby represents and warrants to MyCOM the following:

 

  • Authority. Seller is a corporation duly organized, validly existing and in good standing under the laws of the state where Seller is incorporated, and Seller has full power and authority to execute Agreement and to perform its obligations hereunder without any further ratification or approval. Seller has the right, power and authority to grant the rights and licenses hereunder free and clear of any claims, liens and encumbrances.

 

  • No Conflicts. Neither the execution of this Agreement, nor the consummation of the transaction contemplated hereby, will violate or conflict with any obligation, contract or license which could reasonably be expected to interfere with the consummation of the transaction contemplated hereby.

 

  • Taxes. The person(s) inputting all tax related information (including without limitation, tax designations, and States in which Seller has a tax remittance obligation) (collectively "Tax Information") into the Item File or otherwise providing such Tax Information to MyCOM has adequate tax knowledge and enough information about Seller to accurately and completely enter such Tax Information. All Tax Information shall be accurate and complete. Seller shall promptly update any Tax Information in the Item File as necessary to collect the correct amount of tax from Customers.

 

  1. Term, Termination and Suspension

 

  • Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect as long as the Seller continues using the Site to list and sell Products.

 

  • Termination for Breach. This Agreement may be terminated at any time by either Party if the other Party breaches any provision of this Agreement, and has failed to cure such breach within thirty (30) days of receipt of written notice of breach from the non-breaching party, stating the nature and character of the breach. MyCOM may immediately terminate this Agreement if Seller fails to meet any of its tax obligations, including without limitation the requirement of Seller to provide documentation proving that Seller has remitted collected taxes or fees to the appropriate jurisdiction(s) in accordance with Section 13. Either Party may terminate this Agreement without prior notice or a cure period for breaches that are incapable of cure (including, but not limited to, a Party’s involvement in money laundering or terrorist activity). Upon termination of this Agreement under this Section 17.2, if for breach of Seller, any fees due to MyCOM at the time of termination shall immediately come due and; if for breach of MyCOM, any prepaid but unused amounts by Seller up to the date of termination shall be refunded to Seller. Termination under this Section does not limit either Party from pursuing any other remedies available to such Party, including but not limited to injunctive relief.

 

  • Termination in the Event of Insolvency or Bankruptcy. Either Party may terminate this Agreement upon written notice to the other Party in the event (a) the other Party files a petition for bankruptcy or is adjudicated bankrupt; (b) a petition in bankruptcy is filed against the other Party and such petition is not dismissed within ninety (90) days of filing; (c) the other Party becomes or is declared insolvent or makes an assignment for the benefit of its creditors or an arrangement for its creditors pursuant to any bankruptcy or other similar law; (d) the other Party ceases to do business in the normal course; or (e) a receiver is appointed for the other Party or its business.

 

  • MyCOM Termination. MyCOM may terminate this Agreement at any time, for any reason with or without notice.

 

  • Seller Termination. Seller may terminate this Agreement at any time, upon fifteen (15) days prior written notice to MyCOM. In the event that Seller terminates this Agreement during a prepaid month, Seller will not be entitled to any refund for the prepaid days.

 

  • Suspension. MyCOM may immediately suspend Seller's listing of Products on the Site or Seller’s Marketplace Account, at any time and in MyCOM’s sole discretion. Upon any termination or suspension of Seller Marketplace account, MyCOM may hold all Seller Payments for ninety (90) days to allow for the settlement of all amounts owed to MyCOM.

 

  • Post-Termination Obligations. Seller will continue to have obligations under this Agreement after termination of the Agreement, including without limitation, the obligation to (i) provide Customer service to Customers who purchased Products on the Site, (ii) pay any invoices delivered by MyCOM in connection with this Agreement, (iii) notify MyCOM and Customers of any recalls of its Products, (iv) remit any taxes collected to the proper jurisdiction(s), (v) fulfill any outstanding orders, and (iv) immediately notify MyCOM of any security breach that allows a third party to view or access or otherwise compromise any Transaction Information.

 

  • Survival. The provisions of this Agreement which by their nature are intended to survive termination of the Agreement (including, without limitation, representations, warranties, indemnification, payment obligations, remedies, MyCOM's rights to use Seller's suggestions and feedback, limitations of liability, choice of law, jurisdiction, and venue) shall survive its termination.

 

  1. Indemnification

 

  • Indemnification Obligations. Seller will defend, indemnify and hold harmless MyCOM and Affiliates and their respective employees, directors, agents and representatives (each an "Indemnitee") from and against any and all Losses arising out of or related to third party Claims asserted against, imposed upon or incurred by an Indemnitee due to, arising out of or relating to: (a) any actual or alleged breach of Seller's representations, warranties, or obligations set forth in this Agreement, MyCOM's Terms and Conditions, or MyCOM’s Privacy Policy; (b) violation of any applicable Laws; (c) Seller's own site or other sales channels, Seller's Products (including the advertisement, offer, sale or return of any of Seller's Products) and Seller's Content; (d) any actual or alleged infringement of any intellectual property rights (including rights of publicity or right of privacy) by Seller's Products or Seller’s Content; (d) personal injury, death or property damage arising from Seller's Products; and (e) any and all income, sales, use, and other taxes, surcharges, fees, assessments or charges of any kind whatever, together with any interest, penalties and other additions with respect thereto, imposed by any federal, state, local or foreign government in any way related to the sale of the Products on the Site, excluding, any taxes related to MyCOM's net income. The term "taxes" includes any class action or qui tam legal claims grounded in an allegation or allegations that MyCOM bears some civil or criminal liability for over- or under-collection of any tax or fee on sales of Products offered by Seller.

 

  • Procedure for Indemnification. Upon receipt of notice, from whatever source, of Claims against MyCOM for which Seller is obligated to indemnify MyCOM, Seller shall immediately take necessary and appropriate action to protect MyCOM's interests with regard to the Claims. MyCOM shall notify Seller of the assertion, filing or service of any Claims of which MyCOM has knowledge, as soon as is reasonably practicable.

 

  • Settlement. Seller, in the defense of any Claim, shall not, except with the prior written consent of MyCOM, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term the release of MyCOM from all liability and blame with respect to the Claim. MyCOM shall have the right at all times to accept or reject any offer to settle any Claim against it.

 

  • Insurance. Seller represents and warrants that it will maintain during the entire term of the Agreement general liability insurance, including Products Liability and Completed Operations coverage, in the minimum amount of coverage of $1,000,000.00 per occurrence, with a general aggregate coverage of not less than $2,000,000.00. This insurance coverage will be primary and non-contributing to any other insurance that may apply, and may not be canceled nor modified until at least thirty (30) days prior written notice has been given to MyCOM. The insurance coverage required herein shall be provided by an insurance company or companies acceptable to MyCOM in its reasonable business judgment. Upon request of MyCOM, Seller will promptly provide MyCOM with certificates of insurance evidencing such coverage and naming MyCOM or its designated Affiliate as additional insured.

 

  1. Warranty Disclaimer

THE SITE AND ANY RELATED SERVICES, CONTENT, SOFTWARE, ARTWORK, DATA, AND INFORMATION ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. MyCOM EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF DATA, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, TITLE, OR NON-INFRINGEMENT. MyCOM DOES NOT WARRANT THAT THE SITE WILL BE ERROR-FREE, FREE OF VIRUSES OR THAT DEFECTS WILL BE CORRECTED.

 

  1. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MyCOM OR ITS AFFILIATES OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF USE OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE EVEN IF MyCOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, MyCOM LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE ACTUAL VALUE OF ANY FEES ACTUALLY PAID [AND PAYABLE] TO MyCOM BY SELLER THROUGH THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM GIVING RISE TO THE LIABILITY.

 

  1. Notices

Any notice or other communication required or permitted to be made or given to either party under this Agreement shall be deemed sufficiently made or given on the date of delivery if delivered in person, by facsimile, or by overnight commercial courier service with tracking capabilities with costs prepaid, or three (3) days after the date of mailing if sent by certified first class U.S. mail, return receipt requested and postage prepaid, at the address of the parties set forth below or such other address as may be given from time to time under the terms of this notice provision.

 

For Seller: The address provided by Seller in the onboarding process.

By email: legal@MyCOM.global

 

By mail in Europe:

Legal Department, MyCOM EU LTD

Ground Floor, 57 Amiens Street,

Dublin 1, Ireland, D01 YY11

 

By mail in USA:

Legal Department, MyCOM Global LLC

2701 N. Thanksgiving Way STE 100

Lehi, UT 84043, USA

 

 

  1. Controlling Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to the conflicts of laws provisions thereof. Unless waived by MyCOM (which it may do in its sole discretion) the exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the state and federal courts in Salt Lake County, Utah, USA.

 

  1. Waivers and Amendments

This Agreement may only be modified, or any rights under it waived, by a written document executed by the Parties. The express waiver of any right or default hereunder shall be effective only in the instance given and shall not operate as or imply a waiver of any similar right or default on any subsequent occasion. No failure or delay by a Party in exercising any right, power or privilege under this Agreement shall operate as waiver hereof.

 

  1. Severability

If any provision of this Agreement is found illegal or unenforceable, it will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of this Agreement will not be affected. If any provision of this Agreement is for any reason held to be excessively broad as to duration, geographical scope, activity, or subject, then such provision shall be construed by limiting and reducing it so as to be enforceable to the extent compatible with the then-applicable Law.

 

  1. Relationship of the Parties

The Parties hereto expressly understand and agree that the other is an independent contractor in the performance of each and every part of this Agreement, is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith. This Agreement does not make either party the employee, agent or legal representative of the other.

 

  1. No assignment

Seller shall not assign this Agreement, in whole or in part, without the prior written consent of MyCOM.

 

  1. Complete Agreement

This Agreement is the complete and exclusive agreement by and among the Parties with respect to the subject matter hereof, superseding any prior agreements and communications regarding such subject matter. To the extent that the terms of this Agreement conflict with MyCOM’s Terms and Conditions and/or Privacy Policy, this Agreement shall control.

 

EXHIBIT A

REGULATORY COMPLIANCE ADDENDUM 

This regulatory compliance addendum (“Regulatory Compliance Addendum”) contains specific provisions that apply to Sellers that participate in the MyCOM’s Marketplace Program. All capitalized terms used but not expressly defined herein shall have the meaning ascribed to them under the Agreement.

 

  • Compliance. Seller hereby represents and warrants that Seller has full legal authority to offer for sale or cause to be sold Seller’s Products on the Site, including but not limited to having: obtained all necessary licenses and certifications and/or received necessary government approval. Seller further represents and warrants that Seller is in full compliance with applicable Laws and regulations with respect to Seller’s Products and Seller will continue to comply with any changes to applicable Laws and regulations. It is Seller’s responsibility to determine applicable Laws and regulations to Seller’s Products and to stay up to date on any changes, new regulations or laws applicable to Seller’s Products.

 

  • Product Safety. Seller hereby represents and warrants that all Seller’s Products offered for sale on the Site comply with all applicable product safety regulations. Seller shall ensure that the Seller Content contains all necessary labels, warnings, disclaimers, and any other similar notices required by applicable Laws with respect to the Products.

 

  • Product Recalls. Seller hereby represents and warrants that Seller will not offer for sale, sell, or cause to be sold on the Site any Products that do not comply with applicable safety regulations or have been recalled. Seller will promptly remove any Products that are determined to violate applicable safety regulations or are recalled after Seller initially offered such Product for sale.

 

  • Communications. Seller will promptly notify MyCOM in writing of any changes to applicable Laws or regulations that may impact Seller’s Products being sold on the Site. Seller will also promptly notify MyCOM in writing of any government communication, investigation, or action relating to Seller’s Products available on the Site.

 

  • Records. Seller will promptly provide proof of compliance with applicable laws and regulations when requested by MyCOM. Seller will retain all relevant proof of compliance, including but not limited to: licenses, certifications, government approvals, and safety inspections for at least five (5) years or the period required by law, whichever is greater.

 

  • Penalties. If MyCOM determines, at is sole discretion, that a Product may represent a risk of injury to a Customer, MyCOM may take a range of actions, including but not limited to, request additional information from Seller, place relevant warnings on the Product listing, remove Products from the Site, suspend Seller’s Marketplace account and contact applicable governmental agencies.

 

This Addendum is hereby incorporated into and made part of the Agreement. To the extent that the terms of this Addendum conflict with the terms of the Agreement, this Addendum shall control, but only with respect to the matters set forth herein. Except as expressly amended by this Addendum, all terms and provisions of the Agreement shall continue and remain in full force and effect and binding upon the Parties.

 

IN WITNESS WHEREOF, the Parties have caused this Addendum to be executed by their duly authorized representatives as of the Addendum Effective Date.

 

EXHIBIT B

Fees

 

  1. Fixed Fee. Seller must subscribe to MyCOM and pay for a PLUS OR VIP Business Membership in order to list and sell products on the Site. The Membership Fees will be charged to Seller's credit card on file with MyCOM prior to the start of the relevant month.

 

  1. Sale Commission. Seller must pay a sale commission (the “Sale Commission”) for each Seller’s Products sold through the Site. The Sale Commission will be comprised of two (2) parts: (1) a fee up to 8% per product sold; plus (2) a ShareBack amount that MyCOM distributes according to its membership policies and is a varying percentage of the Sales Proceeds for each Product depending upon the Product’s approved listing categories as set forth below. "Sales Proceeds" shall mean the gross sales proceeds from the sale of the Products, including all shipping and handling, gift-wrap and other charges with respect thereto, but excluding any taxes separately stated and charged.